SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BLUEKNIGHT ENERGY PARTNERS, L.P.

(Name of Issuer)

Common Units representing limited partner interests

(Title of Class of Securities)

09625U109

(CUSIP Number)

Blueknight Energy Holding, Inc.

2925 Richmond Ave., 11^th Floor

Houston, Texas 77098

Attention: Legal Department

(713) 230-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D relates to common units representing limited partner interests (“Common Units”) in Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Issuer”). The Reporting Persons hold Series A preferred units representing limited partner interests (“Series A Preferred Units”) in the Issuer. The Series A Preferred Units are convertible into Common Units on a one-for-one basis at the holder’s option, as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 (the “Partnership Agreement”). The principal executive offices of the Issuer are located at 201 NW 10^th, Suite 200, Oklahoma City, Oklahoma 73103.

BEHI, Refining, Holding, Holding II and Messrs. Loya and Evans are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Schedule 13D as Exhibit A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”). Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by any other Reporting Person.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.

Certain information required by this Item 2 concerning the executive officers, directors and managers of the Reporting Persons is set forth on Schedule I, attached hereto, which is incorporated herein by reference.

(d) – (e) None of the Reporting Persons nor, to the best of any Reporting Person’s knowledge, their respective executive officers, managers or directors (the “Listed Persons”) listed on Schedule I hereto, as applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

As previously disclosed in the Issuer’s Current Report on Form 8-K dated November 19, 2009 and Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”), on November 24, 2009 pursuant to the Purchase and Sale Agreement dated as of October 7, 2009 (the “2009 Agreement”), Vitol Inc., the indirect parent of BEHI, acquired from Manchester Securities Corp. 100% of the membership interests in the General Partner and all of the Issuer’s outstanding 12,570,504 subordinated units (“Subordinated Units”) in exchange for consideration of $60 million and a contingent payment (the “2009 Transaction”). Vitol Inc. subsequently assigned its interests in the General Partner and the Issuer to BEHI. As a result of the 2009 Transaction, BEHI effectively controlled the General Partner and the Issuer. After the termination of the subordination period, the Subordinated Units would have been convertible into Common Units on a one-for-one basis, subject to the satisfaction of certain conditions, as described in the 2010 Form 10-K. As described below, the Subordinated Units were cancelled in September 2011.

As previously disclosed in the Issuer’s Current Report on Form 8-K dated October 25, 2010 and Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Form 10-K”) filed with the SEC, on October 25, 2010 the Issuer and the General Partner entered into a Global Transaction Agreement (the “Global Transaction Agreement”) with BEHI and CB-Blueknight, LLC, a Delaware limited liability company (collectively with Charlesbank Capital Partners, LLC, “Charlesbank”), pursuant to which, among other things:

As previously disclosed in the 2010 Form 10-K, on November 12, 2010 Charlesbank acquired from BEHI 6,285,252 Subordinated Units and 50% of the membership interests in GP Holding. This transaction was effected through a Purchase, Sale and Co-Investment Agreement (the “Co-Investment Agreement”) dated October 21, 2010 between BEHI and Charlesbank pursuant to which (i) BEHI sold the 6,285,252 Subordinated Units to Charlesbank in exchange for an aggregate purchase price of $30 million (after which BEHI owned 6,285,252 Subordinated Units), (ii) BEHI contributed its membership interests in the General Partner to GP Holding and (iii) BEHI sold 50% of the membership interests in GP Holding to Charlesbank for an aggregate purchase price of approximately $19 million.

As previously disclosed in the Issuer’s Current Report on Form 8-K filed on May 13, 2011 with the SEC, on May 12, 2011 the Issuer, the General Partner, BEHI and Charlesbank entered into the First Amendment to the Global Transaction Agreement (the “Global Amendment”) to modify certain provisions relating to, among other things, the Unitholder Proposals.

As previously disclosed in the Issuer’s Current Report on Form 8-K filed on September 14, 2011 with the SEC, on September 14, 2011 the Unitholder Proposals were approved and as a result, BEHI and Charlesbank transferred all of their respective Subordinated Units to the Issuer and the Issuer subsequently cancelled all such Subordinated Units.

On September 27, 2011, the Issuer filed a Form 8-A with the SEC to register the Series A Preferred Units under Section 12(b) of the Act.

As previously disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, on November 9, 2011 the Issuer redeemed the Convertible Debentures and repurchased 1,612,747 Series A Preferred Units from each of BEHI and Charlesbank, after which each of BEHI and Charlesbank owned 9,156,484 Series A Preferred Units.

As previously disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (the “2016 Q3 Form 10-Q”) filed with the SEC, on July 19, 2016 the following agreements were entered into:

The transactions contemplated by the MIPA, the Repurchase Agreement and the Contribution Agreement (the “Transactions”) are each conditioned upon the simultaneous closing of the other Transactions, and a number of other closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory approvals and the distribution to holders of Series A Preferred Units of an information statement on Schedule 14C. The Transactions are expected to close in 2016.

Pursuant to the Co-Investment Agreement and the Second Amended and Restated Limited Liability Company Agreement of GP Holding dated November 5, 2012 (the “GP Holding LLC Agreement”), BEHI and Charlesbank agreed to act together in certain

circumstances in connection with the voting or the disposition of their securities of the Issuer. The Co-Investment Agreement may be terminated at any time by the mutual written consent of BEHI and Charlesbank. The parties’ agreement to act together under the GP Holding LLC Agreement will terminate on the date that either party ceases to be a member of GP Holding. As a result, BEHI and Charlesbank may be deemed to be members of a group for the purposes of Section 13(d)(3) of the Act (the “Group”) and BEHI may be deemed to beneficially own the 9,156,484 Series A Preferred Units beneficially owned by Charlesbank. Each Reporting Person disclaims beneficial ownership of the securities held by Charlesbank, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities held by Charlesbank for purposes of Section 13(d) or 13(g) of the Act, or any other purpose.

The descriptions of the 2009 Agreement, Global Transaction Agreement, Registration Rights Agreement, Co-Investment Agreement, Global Amendment, MIPA, Repurchase Agreement, Contribution Agreement, and GP Holding LLC Agreement set forth in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which have been filed as Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H, Exhibit I and Exhibit J, respectively, and are incorporated herein by reference.

The information set forth in or incorporated by reference in Item 2, Item 3 and Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

The Reporting Persons acquired the Series A Preferred Units reported herein for investment purposes. The Reporting Persons may from time to time make additional purchases of Series A Preferred Units or Common Units, or dispose of Series A Preferred Units or Common Units, either in the open market or in private transactions depending on the Reporting Person’s business, prospects and financial condition, the market for the Series A Preferred Units or Common Units, general economic conditions, stock market conditions and other future developments.

The following describes plans or proposals that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 are hereby incorporated by reference.

(a) - (b) The aggregate number and percentage of Common Units beneficially owned by the Reporting Persons (on the basis of a total of 30,147,624 Series A Preferred Units and 37,049,876 Common Units issued and outstanding as of July 28, 2016, as reported in the 2016 Q3 Form 10-Q) are as follows:

(i) BEHI is the sole record owner of, and has the sole power to vote and dispose of 9,156,484 (30.4%) Series A Preferred Units (on an as-converted basis, 9,156,484 (16.5%) Common Units) (the “Direct Units”). Pursuant to Rule 13d-3 of the Act and as a result of the Co-Investment Agreement and GP Holding LLC Agreement, BEHI may also be deemed to beneficially own 9,156,484 (30.4%) Series A Preferred Units (on an as-converted basis, 9,156,484 (16.5%) Common Units) (the “Indirect Units”) owned by Charlesbank. BEHI may be deemed to have shared voting power over the Indirect Units. In total, BEHI may be deemed to beneficially own 18,312,968 (60.7%) Series A Preferred Units (on an as-converted basis, 18,312,968 (33.1%) Common Units).

(ii) None of Refining, Holding, Holding II or Messrs. Loya or Evans directly own any Series A Preferred Units or Common Units. The board of directors of BEHI has voting and dispositive power over the reported securities. The board of directors of BEHI consists of Miguel A. Loya and Richard J. Evans who may be deemed to have voting and dispositive power with respect to and beneficially own the shares held by BEHI as a result of their position on the board of directors; provided, however, that neither of Messrs. Loya and Evans have voting or dispositive power over these shares in their respective individual capacity. BEHI is controlled by and wholly owned by Refining. Refining is controlled by and wholly owned by Holding. Holding is controlled by and wholly owned by Holding II. Accordingly, each of Refining, Holding, Holding II and Messrs. Loya and Evans may be deemed to (i) beneficially own those shares beneficially owned by BEHI, representing 18,312,968 (60.7%) Series A Preferred Units (on an as-converted basis, 18,312,968 (33.1%) Common Units), (ii) possess shared voting and dispositive powers with respect to the Direct Units, and (iii) possess shared voting powers with respect to the Indirect Units.

(iii) The Group may be deemed to (i) beneficially own the 18,312,968 (60.7%) Series A Preferred Units (on an as-converted basis, 18,312,968 (33.1%) Common Units) collectively beneficially owned by BEHI and Charlesbank and (ii) possess shared voting and dispositive powers with respect to these securities. The Group does not possess sole voting and dispositive powers with respect to these securities.

The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the reported securities for purposes of Section 13(d) or 13(g) of the Act, or for any other purpose.

To the knowledge of the Reporting Persons, Charlesbank beneficially owns 9,156,484 (30.4%) Series A Preferred Units (on an as-converted basis, 9,156,484 (16.5%) Common Units) and Charlesbank has the sole power to vote and dispose of the Series A Preferred Units and Common Units for which it is the record owner.

(c) There have been no reportable transactions with respect to the Common Units within the last 60 days by the Reporting Persons or, to the Reporting Persons’ knowledge, Charlesbank.

(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Direct Units reported by such persons on the cover pages of this Schedule 13D and in this Item 5. See Schedule I for the information applicable to the Listed Persons. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.

(e) Not applicable.

The information set forth or incorporated in Item 3 is hereby incorporated herein by reference.

Pursuant to the Registration Rights Agreement, the Issuer agreed to file up to six shelf registration statements for the resale of the Common Units issued to BEHI and Charlesbank as a result of the conversion of the Series A Preferred Units issued in the Private Placement, with each of BEHI and Charlesbank permitted no more than three of such registration demands. The Registration Rights Agreement also provides BEHI and Charlesbank with piggyback registration rights with respect to underwritten primary offerings by the Issuer. However, the demand and piggyback rights of BEHI or Charlesbank expire at any time that such person and its affiliates own less than 10% of the aggregate Common Units issued as a result of the conversion of the Series A Preferred Units issued to such person and its affiliates in the Private Placement.

Pursuant to the Partnership Agreement, at the request of the General Partner or any affiliate of the General Partner (including affiliates of the General Partner at the date of the Partnership Agreement notwithstanding that such affiliate may later cease to be an affiliate of the General Partner) holding Issuer securities, each such holder of securities can request, and the Issuer shall file, up to three registration statements in the aggregate pursuant to such requests for the resale of such securities. The Partnership Agreement also provides the General Partner and its affiliates with piggyback registration rights with respect to primary offerings by the Issuer. The registration rights in the Partnership Agreement survive with respect to the General Partner and its affiliates for a period of two years after the General Partner ceases to be general partner of the Issuer.

In connection with the Issuer’s underwritten public offering of 3,300,000 Common Units pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-197796), accompanying prospectus dated September 12, 2014 and the prospectus supplement dated July 20, 2016, subject to certain limited exceptions, BEHI, Charlesbank, the Issuer, the General Partner and the directors and executive officers of the General Partner have agreed (such agreements, the “Lock-Up Agreements”) that, without prior written consent of Wells Fargo Securities, LLC, and subject to specified exceptions, such entities and individuals will not, during the period ending 60 days from July 20, 2016, the date of the prospectus supplement (the “Restricted Period”), engage in certain specified transactions regarding any Common Units or any securities convertible into or exercisable or exchangeable for Common Units. In addition, these persons agree that, without prior written consent of Wells Fargo Securities, LLC, such persons will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Units or any security convertible into or exercisable or exchangeable for Common Units.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

The descriptions of the Registration Rights Agreement, Partnership Agreement and Lock-Up Agreements set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which have been filed as Exhibit D, Exhibit K and Exhibit L respectively, and are incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 27, 2016

SCHEDULE I

The name and business address of each of the executive officers, managers and directors of each of the Reporting Persons (other than Messrs. Loya and Evans) are set forth below. The present principal occupation or employment of each of the executive officer, managers and directors of each of the Reporting Persons (other than Messrs. Loya and Evans) are also set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer or BEHI).

Blueknight Energy Holding, Inc.

Vitol Refining Group B.V.

EXHIBIT A

Joint Filing Agreement

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.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of September 27, 2016.

Exhibit B

Execution Copy

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 HOLDING B.V.

(“Buyer Guarantor”)

dated as of

October 7, 2009

TABLE OF CONTENTS

i

ii

iii

PURCHASE AND SALE AGREEMENT

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”).

RECITALS

WHEREAS, pursuant to the Loan Documents (as defined below) Seller has made loans (the “Loans”) to, or for the benefit of, SemGroup Holdings, L.P., a limited partnership organized under the laws of the State of Delaware (“Debtor”);

WHEREAS, the Loans are secured by 100 units representing limited liability company membership interests (the “GP Interests”) in SemGroup Energy Partners G.P., L.L.C., a limited liability company organized under the laws of the State of Delaware (“SGEP GP”), and 12,570,504 Subordinated Units (the “Partnership Interests and together with the GP Interests, the “Collateral” or the “Purchased Interests”) representing limited partner interests in SemGroup Energy Partners, L.P., a limited partnership organized under the laws of the State of Delaware (the “Partnership”);

WHEREAS, SGEP GP owns a 2% general partner interest in the Partnership and the IDRs (as defined below);

WHEREAS, Seller filed a Uniform Commercial Code (the “UCC”) financing statement (the “Financing Statement”) with the Delaware Department of State to perfect by filing Seller’s security interests in the Collateral;

WHEREAS, without limiting the foregoing, Seller also perfected its security interest in the Collateral by control and by having the Collateral delivered to it, together with endorsements in blank in respect of each certificate representing the Collateral;

WHEREAS, Debtor is in default of its obligations to Seller under the Loan Documents, and the Loans have been accelerated and are now immediately due and payable;

WHEREAS, as a result of Debtor’s defaults under the Loan Documents, Seller has the right under Section 9-610 of the UCC as in effect in the State of New York (the “NY UCC”) to sell and transfer to any Person for value in a private or public sale all of Seller’s right, title and interest in and to the Collateral;

WHEREAS, UCC searches were performed against Debtor in the state of Debtor’s formation in order to locate Liens (as defined below) of creditors who may have an interest in the Collateral and it was determined that no other creditors (other than Seller) have filed a UCC financing statement with respect to any Liens in the Collateral;

WHEREAS, Seller has provided Debtor and its counsel with a notification of disposition of collateral in accordance with the applicable provisions of Article 9 (Secured Transactions) of the NY UCC;

WHEREAS, Seller desires to sell the Purchased Interests to Buyer, and Buyer desires to purchase the Purchased Interests from Seller, on the terms and subject to the conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Definitions. As used herein, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Agreement” has the meaning provided such term in the preamble to this Agreement.

“Arbitrator” has the meaning provided such term in Section 2.2(b)(iv)(B).

“Business” means the operations and business conducted by the Companies, taken as a whole.

“Business Day” means any day that is not a Saturday, Sunday or legal holiday in the State of New York or a federal holiday in the United States.

“Buyer” has the meaning provided such term in the preamble to this Agreement.

“Buyer Approvals” has the meaning provided such term in Section 5.3.

“Buyer Guarantor” has the meaning provided such term in the preamble to this Agreement.

“Buyer Indemnified Parties” has the meaning provided such term in Section 8.2(a).

“Claim Notice” has the meaning provided such term in Section 8.3(a).

“Class Action Litigation” means all class action proceedings and litigation arising out of or in connection with the SemGroup LP bankruptcy and the trading activities of SemGroup LP and its

2

management as conducted prior to the SemGroup LP bankruptcy including the following: (i) Carson v. SemGroup Energy Partners, L.P. et al, Civil Action No. 08-CV-425 in the Northern District of Oklahoma, (ii) Charles D. Maurer SIMP Profit Sharing Plan f/b/o Charles D. Maurer v. Sem Energy Group Partners, LP et al, Civil Action No. 08-CV-6598 in the United States District Court for the Southern District of New York, (iii) Michael Rubin v. SemGroup Energy Partners, L.P. et al, Civil Action 08-CV-7063 in the United States District Court for the Southern District of New York, (iv) Dharum V. Jain v. SemGroup Energy Partners, L.P. et al, Civil Action No. 08-CV-7510 in the United States District Court for the Southern District of New York and (v) William L. Hickman v. SemGroup Energy Partners, L.P. et al, Civil Action No. 08-CV-7749 in the United States District Court for the Southern District of New York and any consolidation of such proceedings and additional and supplemental litigation proceedings respecting or arising out of the same general subject matter of such proceedings; provided “Related Proceedings” shall not be considered Class Action Litigation for the purposes of this definition.

“Class Action Litigation Damages” has the meaning provided in Section 2.2(b)(iv)(A).

“Class Action Litigation Settlement” means one or more of the following which satisfies and releases all of the obligations (including indemnification obligations to third parties) and liabilities of the Companies arising from or in connection with Class Action Litigation: (i) consummation and announcement by the Partnership of a settlement or resolution of Class Action Litigation or (ii) entry of a judgment rendered by a court or judicial or arbitral body with appropriate jurisdiction. For purposes of clarity, the Parties acknowledge that a settlement or adjudication which releases the Partnership and SGEP GP from claims directly but which does not release other defendants in the Class Action Litigation which are or would reasonably be expected to be entitled to indemnification from the Partnership or SGEP GP with respect to such claims will not constitute a “Class Action Litigation Settlement”.

“Closing” has the meaning provided such term in Section 2.3(a).

“Closing Date” has the meaning provided such term in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning provided such term in the recitals of this Agreement.

“Companies” means SGEP GP, the Partnership and their respective subsidiaries.

“Contingent Payment” has the meaning provided such term in Section 2.2(b).

“Contingent Payment Escrow Amount” has the meaning provided such term Section 2.2(c).

“Damages” means any and all damages, losses (including diminution in value), liabilities, penalties, fines, out-of-pocket expenses and costs (including attorney’s, accountant’s and professional fees and court costs), determined net of any insurance proceeds actually received. Damages attributable to a Person shall include both Damages by such Person directly and amounts payable by such Person as a result of indemnification obligations owing to a third Person.

“Debtor” has the meaning provided such term in the recitals of this Agreement.

3

“Dollars” and “$” mean the lawful currency of the United States.

“Environmental Law” means any applicable Law relating to the environment, natural resources, or the protection thereof, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant thereto.

“Financing Statements” has the meaning provided such term in the recitals of this Agreement.

“Fundamental Representations” means (i) as to the Seller, the representations set forth in Sections 3.2, 3.3, 3.4, 3.5 and 3.7 and (ii) as to the Buyer, the representations set forth in Sections 5.2, 5.3 and 5.4.

“GAAP” means generally accepted accounting principles of the United States, consistently applied.

“Governmental Authority” means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.

“GP Interests” has the meaning provided such term in the recitals of this Agreement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IDRs” means the incentive distribution rights issued by the Partnership to SGEP GP.

“Indemnified Party” has the meaning provided such term in Section 8.3(a).

“Indemnifying Party” has the meaning provided such term in Section 8.3(a).

“Knowledge” as to Buyer means the knowledge of James Dyer and Javed Ahmed and as to Seller means the knowledge of Dave Miller, Sundar Srinivasan and David Bernfeld including with respect to the representations and warranties contained in Article IV of this Agreement, after due inquiry of Kevin L. Foxx, Alex G. Stallings and Michael J. Brochetti, in their capacity as officers of the Partnership and SGEP GP.

“Law” means any applicable law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority.

“Lien(s)” means any charges, pledges, options, mortgages, voting agreements, proxies, rights of first refusal or other similar transfer restrictions, encumbrances, deeds of trust, hypothecations or security interests.

4

“Loan Documents” means (i) the Loan Agreement, dated June 25, 2008, among the Seller, Alerian Finance Partners, L.P. and Debtor, as amended, (ii) the promissory notes and interests issued thereunder, as amended, (iii) the Pledge Agreement, dated June 25, 2008, from Debtor in favor of Seller and others, as amended, (iv) the Parent Agreement, dated June 25, 2008, from SemGroup, L.P. and SemGroup Holdings G.P., L.L.C. in favor of Seller and others, as amended, and (v) any other document or agreement executed or entered into in connection with any of the foregoing.

“Loans” has the meaning provided such term in the recitals of this Agreement.

“Losses” means all liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs and expenses (including reasonable fees and expenses of counsel).

“Material Adverse Effect” means any circumstance, change or effect that has a material adverse effect on the Business or results of operations of the Companies, taken as a whole, but shall exclude any circumstance, change or effect resulting or arising from or relating to: (i) the United States or foreign economic, financial or geopolitical conditions or events in general; (ii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (iii) changes in the capital markets generally; (iv) changes in applicable Law or GAAP; (v) changes in interest rates; (vi) seasonal reductions in revenues and/or earnings of the Companies in the ordinary course of their respective businesses; (vii) events disclosed by Seller to Buyer in writing on Schedule 1.1 attached hereto; (viii) changes in the Companies’ industries in general; (ix) any actions taken by, or at the request of, Buyer or Buyer Guarantor after the date hereof and on or prior to the Closing Date that relate to, or affect, the Business; or (x) any disclosures to the extent contained in any SEC Report (excluding disclosures therein relating to the Class Action Litigation and Related Proceedings, as defined below) filed prior to the date hereof. The Parties acknowledge that the mere existence of the Class Action Litigation and Related Proceedings would not constitute a Material Adverse Effect provided that new developments with respect to any of such matters could possibly result in a Material Adverse Effect.

“MQD Reset” means (i) a reset and amendment of the minimum quarterly distribution applicable to Common Units under the Partnership Agreement calculated by multiplying $0.3125 by a fraction, the numerator of which is existing Common Units in the Partnership and the denominator of which is the sum of existing Common Units plus newly-issued Common Units on a fully-diluted basis (including any Common Units issuable upon conversion of any new equity or debt instrument), and (ii) a correlative adjustment to the applicable target distribution amounts.

“MQD Unitholder Meeting” means a meeting of the Partnership’s unitholders to vote on the approval of a MQD Reset.

“NY UCC” has the meaning provided such term in the recitals to this Agreement.

“Organization Documents” means any charter, certificate of incorporation, articles of association, bylaws, operating agreement or similar formation or governing documents and instruments.

“Parent Agreement” means the Parent Agreement, dated June 25, 2008, from SemGroup, L.P. and SemGroup Holdings G.P., LLC in favor of Seller and others, as amended.

5

“Parties” means Seller, Seller Guarantors, Buyer and Buyer Guarantor.

“Partnership” has the meaning provided such term in the recitals of this Agreement.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of SemGroup Energy Partners, L.P., dated July 20, 2007 as same may be amended from time to time.

“Partnership Credit Agreement” means the Amended and Restated Credit Agreement dated February 20, 2008, among the Partnership, Wachovia Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, Bank of America, N.A., as Syndication Agent and the other Lender Parties thereto as same may be amended from time to time.

“Partnership Interests” has the meaning provided such term in the recitals of this Agreement.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“Purchase Price” has the meaning provided such term in Section 2.2(a).

“Purchased Interests” has the meaning provided such term in the recitals of this Agreement.

“Reasonable Efforts” means efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

“Related Proceedings” has the meaning provided such term in Section 2.2(b)(iv)(A).

“Representatives” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers and consultants.

“SEC Reports” means any report or other document of the Partnership filed with or furnished to the Securities and Exchange Commission since December 31, 2008 and prior to the date hereof, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009 and June 30, 2009.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning provided such term in the preamble to this Agreement.

“Seller Approvals” has the meaning provided such term in Section 3.3.

“Seller Guarantors” has the meaning provided such term in the preamble to this Agreement.

“Seller Indemnified Parties” has the meaning provided such term in Section 8.2(b).

“SGEP GP” has the meaning provided such term in the recitals to this Agreement.

6

“Third Party Claim” has the meaning provided such term in Section 8.3(a).

“Transaction Documents” means this Agreement, the Escrow Agreement and all other ancillary documents entering into pursuant to or in connection with this Agreement.

“UCC” has the meaning provided such term in the recitals of this Agreement.

“United States” means United States of America.

Section 1.2 Rules of Construction.

(a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e) All references to currency herein shall be to, and all payments required hereunder shall be paid in, Dollars.

(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(g) Any event hereunder requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day.

ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.1 Purchase and Sale of Purchased Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement by operation of NY UCC Sections 9-610 and 9-617, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws as and to the extent provided under Section 9-617 of the NY UCC.

7

Section 2.2 Purchase Price.

(a) The aggregate consideration payable by Buyer to Seller for the Purchased Interests (the “Purchase Price”) shall consist of (i) a cash payment of $60,000,000 payable at Closing plus (ii) a contingent payment determined and payable as specified in subsection (b) below (the “Contingent Payment”).

(b) The Contingent Payment shall be payable by Buyer to Seller as follows:

(i) In the event that the MQD Reset has not been approved by the Unitholders of the Partnership within thirty (30) months following the Closing, then the Contingent Payment will not be payable by Buyer to Seller. The Buyer has no obligation to require the Partnership to seek the MQD Reset or make any specific investment in the Partnership at any particular time. For purposes of clarity, the Parties acknowledge that in the event the Partnership, during the thirty (30) months following Closing, makes multiple solicitations for approval by the MQD Reset which are rejected by the Unitholders, but then ultimately obtains approval for the MQD Reset prior to thirty (30) months following Closing, the prior failed attempts to obtain the MQD Reset shall be irrelevant for purposes of determining if the MQD Reset was timely obtained.

(ii) In the event that the MQD Reset has been consummated within the initial thirty (30) months following the Closing and a Class Action Settlement has been obtained by the Partnership and SGEP GP prior to the sixth anniversary of the Closing, then the Contingent Payment will be calculated and paid in accordance with the procedures set forth in subsection (iv) below.

(iii) In the event that the MQD Reset has been consummated within the initial thirty (30) months following the Closing but a Class Action Settlement has not been obtained by the Partnership and SGEP GP as of the sixth anniversary of the Closing, then the Contingent Payment will be calculated and payable by Buyer in accordance with the procedures set forth in subsection (iv); provided that the calculation of Class Action Litigation Damages will, in such event, be made based on the best available information existing at such time.

(iv) (A) If the Contingent Payment becomes payable (as provided above), such payment will then be due and payable by Buyer to Seller within ten (10) days following final determination of the Contingent Payment. The final Contingent Payment will be calculated pursuant to (i) mutual agreement of Buyer and Seller or (ii) the arbitration procedures set forth in subsection (B) below. The Contingent Payment will be an amount equal to (i) $35 million less (ii) the collective and aggregate Damages, if any, which have been (or if clause (iii) above is applicable, would be reasonably likely to be) incurred or suffered by Buyer and its Affiliates with respect to ownership of the Purchased Interests resulting from or arising out of the settlement, resolution or adjudication of the Class Action Litigation, as

8

well as any Damages, if any, which have been (or if any Related Proceedings remain unsettled or unresolved, would be reasonably likely to be) incurred or suffered by Buyer and its Affiliates with respect to ownership of the Purchased Interests resulting from or arising out of any SEC investigations and grand jury proceedings (the “Related Proceedings”) arising with respect to the general subject matter of the Class Action Litigation or related deficiencies in SEC reporting disclosures by the Partnership or SGEP GP (the “Class Action Litigation Damages”). Notwithstanding the foregoing, in the event that the Related Proceedings have been dormant and inactive for any consecutive period of twenty-four (24) months after the Closing, then such proceedings shall be deemed for purposes of this Section 2.2(b) to have been settled or resolved. In determining the Class Action Litigation Damages, Buyer and Seller shall take into consideration, among other things the magnitude of all settlement amounts, recovery amounts and out-of-pocket expenses (including legal expenses and court costs) and other Damages paid and payable by or incurred or suffered by the Partnership and SGEP GP to settle, resolve or adjudicate the Class Action Litigation and to defend and address the Related Proceedings.

(B) If Buyer and Seller cannot mutually agree upon the amount of Class Action Litigation Damages, then Buyer and Seller, upon written notice by either party, shall submit the calculation of Class Action Litigation Damages to arbitration using a “baseball arbitration” method as prescribed in this subsection (B). Within twenty (20) days after the receipt of notice by the non-requesting party, each party will submit to the other, its calculation of Class Action Litigation Damages (together with detailed back-up support for its calculation). The parties shall then select a single arbitrator (“Arbitrator”) who has substantial experience in evaluating damage claims in similar litigation proceedings and who is not then and has not been within the last three years engaged in any significant business transaction with either Buyer or Seller, who shall be instructed to independently determine the Class Action Litigation Damages as soon as practicable but no later than thirty (30) days thereafter by selecting either Buyer’s proposed Class Action Litigation Damages calculation or Seller’s proposed Class Action Litigation Damages calculation, whichever the Arbitrator determines is closest to its determination of Class Action Litigation Damages. In the event that Buyer and Seller cannot materially agree on a single arbitrator, then Buyer and Seller shall each appoint one arbitrator within thirty (30) days of the filing of the request for arbitration and the two arbitrators so appointed shall together approve the presiding Arbitrator by mutual agreement within twenty (20) days following their appointments. If either party fails or refuses to appoint its arbitrator, then the other party will select the Arbitrator. If the party-appointed arbitrators cannot reach agreement on a presiding Arbitrator within the prescribed period, the appointing authority for the presiding Arbitrator shall be the American Arbitration Association. The fees and expenses of any arbitration proceeding under this subsection (B) shall be borne equally (50/50) by Buyer and Seller. The Arbitrator shall have no power or authority other than to select Buyer’s Class Action Litigation Damages calculation or Seller’s Class Action Litigation Damages calculation in accordance with the guidelines above. The determination of Class Action Litigation Damages by the Arbitrator shall be final and binding on Buyer and Seller and not be subject to review or appeal.

9

(v) Absent fraud by the Seller or a willful breach by Seller of Seller’s representations contained in this Agreement, the adjustments to the Contingent Payment will be the exclusive remedy by Buyer against Seller respecting the Class Action Litigation.

(c) Further to the foregoing, at the Closing, Buyer shall deposit $35,000,000 (the “Contingent Payment Escrow Amount”) in an escrow account, from which account amounts shall be withdrawn and used to make the Contingent Payment, if same is payable. The Parties shall enter into an Escrow Agreement in the form of Exhibit 2.2(c) attached hereto with respect to the foregoing and to the procedures for paying the Contingent Payment to Seller or returning the escrowed funds to Buyer.

Section 2.3 The Closing.

(a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas 77002, commencing at 10:00 a.m. local time on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as Buyer and Seller may mutually determine (the “Closing Date”).

(b) At the Closing, Seller will deliver the following documents and deliverables to Buyer:

(i) Transfer in the form of Exhibit 2.3(b)(i) effecting the transfer to Buyer of ownership of and good and valid title in and to all of the Purchased Interests;

(ii) A certificate of non-foreign status in accordance with Code Section 1445(b)(2) and Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” as defined in Code Section 1445;

(iii) The resignations (or evidence of removal) of Messrs. Dave Miller and David Bernfeld, as directors of SGEP GP, effective as of the Closing;

(iv) An officers certificate certifying to and attaching resolutions of the applicable managers or directors and equityholders, if required, of the Seller and Seller Guarantor required for ratification of the transactions contemplated by this Agreement or other evidence of ratification reasonably acceptable to Buyer; and

(v) The Escrow Agreement in the form of Exhibit 2.2(c).

(c) At the Closing, Buyer will deliver the following documents and deliverables to Seller:

(i) An amount equal to the portion of the Purchase Price referenced in Section 2.2(a)(i) by wire transfer of immediately available funds to an account or accounts specified by Seller;

(ii) An officers certificate certifying to and attaching resolutions of this applicable managers or directors and equityholders, if required, of Buyer required for approval of the transactions contemplated by this Agreement or other evidence of ratification reasonably satisfactory to Seller; and

10

(iii) The Escrow Agreement in the form of Exhibit 2.2(c).

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING

TO SELLER AND SELLER GUARANTORS

Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:

Section 3.1 Organization of Seller and Seller Guarantors. Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller Guarantor is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 3.2 Authorization; Enforceability. Seller and each Seller Guarantor has all requisite corporate or limited partnership power and authority, as applicable, to execute and deliver this Agreement and the Transaction Documents and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite corporate or limited partnership action, as applicable, on the part of Seller and each Seller Guarantor. This Agreement has been and the other Transaction Documents will at Closing be duly and validly executed and delivered by Seller and Seller Guarantors, and this Agreement constitutes and the other Transaction Documents at Closing will constitute a valid and binding obligation of Seller and Seller Guarantors, enforceable against Seller and Seller Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 3.3 No Conflict. Except as would not reasonably be expected to have a material and adverse impact on the ability of Seller or either Seller Guarantor to enter into and perform its respective obligations under this Agreement or on the ability of Sellers to cause the transfer to Buyer of good and valid title to the Purchased Interests free and clear of Liens, the execution and delivery of this Agreement and the other Transaction Documents by Seller and each Seller Guarantor and the consummation of the transactions contemplated hereby by Seller and each Seller Guarantor (assuming all required filings, consents, approvals, authorizations and notices set forth in Schedule 3.3 (collectively, the “Seller Approvals”) have been made, given or obtained) do not and shall not:

(a) violate any Law applicable to Seller or either Seller Guarantor or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority;

(b) violate any Organizational Document of Seller or either Seller Guarantor; or

(c) (i) breach any material contract, to which Seller or either Seller Guarantor is a party or by which Seller or either Seller Guarantor may be bound, (ii) result in the termination of any such material contract, (iii) result in the creation of any Lien upon any of the Purchased Interests or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

11

Section 3.4 Litigation. There are no lawsuits or actions pending before any Governmental Authority against Seller or either Seller Guarantor or, to the Knowledge of Seller, threatened against Seller or either Seller Guarantor that would reasonably be expected to have a material and adverse impact on the ability of Seller or either Seller Guarantor to perform its respective obligations under this Agreement and there are no orders or unsatisfied judgments from any Governmental Authority binding upon Seller or either Seller Guarantor that would reasonably be expected to have a material and adverse impact on the ability of Seller or either Seller Guarantor to perform its respective obligations under this Agreement

Section 3.5 Seller’s Liens on Purchased Interests.

(a) Seller has a valid and enforceable first priority Lien upon and security interest in the Purchased Interests.

(b) An event of default has occurred under the Loan Documents, and as a result thereof, Seller has the right and is entitled to sell or otherwise dispose of the Collateral by public or private proceedings, and will prior to the Closing have taken all steps required to effect (subject to the successful consummation of the Closing) a private disposition resulting in the transfer of the Purchased Interests to Buyer, in accordance with Part 6 of Article 9 of the NY UCC.

Section 3.6 Brokers’ Fees. None of Buyer or the Companies will have any liability for any brokerage fee, finders’ fee or other commission payable in connection with the transactions contemplated by this Agreement based upon arrangements made by Seller or Seller Guarantor or any of their Affiliates.

Section 3.7 Purchased Interests.

(a) SGEP GP has good title to, holds of record and owns beneficially a 2% general partner interest in the Partnership (which represents all of the general partner interests in the Partnership) and the IDRs (which represent all of the IDRs issued by the Partnership) free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws. SGEP GP has full authority to manage the affairs of the Partnership in accordance with the terms of the Partnership Agreement and there are no agreements or arrangements existing which provide any rights (i) to any Person to designate the directors or managers of SGEP GP or (ii) any Person other than SGEP GP to manage and control the affairs of the Partnership. Seller acknowledges that upon the Closing, all rights of Seller or others under the Parent Agreement to direct the election of directors or managers or otherwise influence the decisions of SGEP GP shall lapse and be of no further force or effect.

(b) Upon Closing, and by virtue of the transfers of the Purchased Interests pursuant to Section 9-617 of NY UCC, Buyer will receive good and valid title to the Purchased Interests free and clear of all Liens (other than transfer restrictions arising under applicable securities Laws or created by or through Buyer).

12

(c) The Purchased Interests represent all of the issued and outstanding limited liability company interests or other ownership interests in SGEP GP and all of the issued and outstanding Subordinated Units issued by the Partnership.

(d) There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests, and there are no agreements of any kind which may obligate SGEP GP to issue, purchase, redeem or otherwise acquire any of its equity interests. There are no voting agreements, proxies or other similar agreements or understandings with respect to any of the Purchased Interests.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING

TO THE COMPANIES AND THE BUSINESS

Except as disclosed in the Disclosure Schedule or in any SEC Report (including the financial statements contained therein), Seller hereby represents and warrants to Buyer as follows:

Section 4.1 Organization of the Companies. Each of the Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company or partnership power and authority to own or lease its assets and to conduct its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of all existing Organizational Documents of the Companies.

Section 4.2 Absence of Certain Changes. To the Knowledge of Seller, since January 1, 2009 there has not been any Material Adverse Effect nor has there occurred any event, occurrence or development that would reasonably be expected to have a Material Adverse Effect.

Section 4.3 Litigation. To the Knowledge of Seller and except as set forth on Schedule 4.3, (a) other than the Class Action Litigation there are no lawsuits or actions before any Governmental Authority pending or threatened by any Person against any of the Companies that would reasonably be expected to have a Material Adverse Effect and (b) there is no injunction, order or unsatisfied judgment from any Governmental Authority that would reasonably be expected to have a Material Adverse Effect.

Section 4.4 Environmental Matters. To the Knowledge of Seller and except as would not reasonably be expected to have a Material Adverse Effect:

(a) the operations of the Companies are in compliance with all Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all material permits required under all applicable Environmental Laws;

(b) none of the Companies is the subject of any outstanding order or judgment or arbitration award from any Governmental Authority under any Environmental Laws requiring material remediation or the payment of a material fine or penalty; and

13

(c) none of the Companies is subject to any action pending or threatened in writing, whether judicial or administrative, alleging noncompliance with or potential liability under any Environmental Law.

Section 4.5 No Known Liabilities. To the Knowledge of Seller and except as set forth on Schedule 4.5 or as could arise out of the Class Action Litigation or Related Proceedings, none of the Companies has any pending or threatened claims, obligations or liabilities (other than obligations and liabilities incurred and arising in the ordinary course of business) which would individually or in the aggregate have a Material Adverse Effect, provided that Buyer acknowledges that Seller cannot state with any certainty the ultimate impact of the Class Action Litigation on SGEP GP or its Affiliates.

Section 4.6 Compensation Arrangements. To the Knowledge of Seller and except as set forth on Schedule 4.6, (a) except as set forth in the SEC Reports, there are no compensation arrangements which obligate the Partnership or SGEP GP to pay, reimburse or provide compensation to, issue equity to or make payments to persons serving as executive officers or directors of (or for the benefit of) the Partnership or SGEP GP and (b) the transactions contemplated by this Agreement will not give rise to or result in any new compensation arrangements becoming effective with persons serving as executive officers or directors of (or for the benefit of) the Partnership or SGEP GP or accelerate, vest, modify or otherwise impact the compensation or benefits payable under existing compensation arrangements afforded such persons.

ARTICLE V

REPRESENTATIONS AND WARRANTIES RELATING

TO BUYER AND BUYER GUARANTOR

Buyer hereby represents and warrants to Seller as follows:

Section 5.1 Organization of Buyer. Buyer is a corporation organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Guarantor is a company organized, validly existing and in good standing under the laws of the Netherlands.

Section 5.2 Authorization; Enforceability. Each of Buyer and Buyer Guarantor has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer and Buyer Guarantor, and no other corporate proceeding on the part of Buyer or Buyer Guarantor is necessary to authorize this Agreement and the other Transaction Documents. This Agreement has been and the other Transaction Documents will at Closing be duly and validly executed and delivered by Buyer and Buyer Guarantor, and this Agreement constitutes and the other Transaction Documents at Closing will constitute a valid and binding obligation of Buyer and Buyer Guarantor, enforceable against Buyer and Buyer Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

14

Section 5.3 No Conflict. Except as would not reasonably be expected to have a material and adverse impact on the ability of Buyer or Buyer Guarantor to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement and the other Transaction Documents by Buyer and Buyer Guarantor and the consummation of the transactions contemplated hereby by Buyer and Buyer Guarantor (assuming all required filings, consents, approvals authorizations and notices set forth in Schedule 5.3 (collectively, the “Buyer Approvals”) have been made, given or obtained) do not and shall not:

(a) violate any Law applicable to Buyer or Buyer Guarantor or require any filing with, consent, approval or authorization of, or, notice to, any Governmental Authority;

(b) violate any Organizational Document of Buyer or Buyer Guarantor; or

(c) (i) breach any material contract, to which Buyer or Buyer Guarantor is a party or by which Buyer or Buyer Guarantor may be bound, (ii) result in the termination of any such material contract, (iii) result in the creation of any Lien upon any of the properties or assets of Buyer or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

Section 5.4 Litigation. There are no lawsuits or actions before any Governmental Authority pending or, to the Knowledge of Buyer, threatened against Buyer or Buyer Guarantor that would reasonably be expected to have a material and adverse impact on the ability of Buyer or Buyer Guarantor to perform its obligations under this Agreement and there are no orders or unsatisfied judgments from any Governmental Authority binding upon Buyer or Buyer Guarantor that would reasonably be expected to have a material and adverse impact on the ability of Buyer or Buyer Guarantor to perform its obligations under this Agreement.

Section 5.5 Brokers’ Fees. Seller will have no liability for broker, finder, investment any brokerage fee, finders’ fee or other commission payable in connection with the transactions contemplated by this Agreement based upon arrangements made by Buyer, Buyer Guarantor or any of their Affiliates.

Section 5.6 Financial Ability. Buyer and Buyer Guarantor, together, have the cash on hand or access to existing and available lines of credit, to provide, in the aggregate, monies sufficient to fund the consummation of the transactions contemplated by this Agreement and satisfy all other costs and expenses of Buyer arising in connection therewith.

Section 5.7 Investment Representations.

(a) Each of Buyer and Buyer Guarantor (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Purchased Interests and (ii) is acquiring the Purchased Interests in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of the Purchased Interests or any arrangement or understanding with any other Persons regarding the distribution of such Purchased Interests.

15

(b) Each of Buyer and Buyer Guarantor understands that its investment in the Purchased Interests involves a significant degree of risk including a risk of total loss of Buyer’s investment.

(c) Each of Buyer and Buyer Guarantor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Interests. Each of Buyer and Buyer Guarantor is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

ARTICLE VI

COVENANTS

Section 6.1 Third Party Approvals. Buyer and Seller shall (and shall each cause their respective Affiliates to) use Reasonable Efforts to obtain all material consents and approvals of third parties that any of Buyer, Seller or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby. Neither Party will be required to pay any fees to third parties to obtain such consents and approvals.

Section 6.2 Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to (i) make or cause to be made the filings required of such party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with such filings, as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the date hereof, (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, (iii) use Reasonable Efforts to cause the early termination of the waiting period under the HSR Act and the expiration of the notice or the waiting period of any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable (provided Buyer shall have the sole obligation to pay any fees payable by Buyer under the HSR Act with respect to the transactions contemplated by this Agreement), (iv) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, and (viii) use Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

16

ARTICLE VII

CONDITIONS TO OBLIGATIONS

Section 7.1 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

(a) The Buyer Approvals identified on Schedule 5.3 shall have been duly made, given or obtained and shall be in full force and effect;

(b) Each of the representations and warranties of Seller contained in this Agreement shall, as of the date of this Agreement and as of the Closing Date, (x) if not qualified by materiality or Material Adverse Effect, be true in all material respects and (y) if so qualified or if a Fundamental Representation, be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date);

(c) Seller shall have performed or complied with all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing;

(d) Seller shall have delivered to Buyer a certificate dated the Closing Date, certifying that the conditions specified in Sections 7.1(b) and 7.1(c) have been fulfilled;

(e) There shall not be in force any Law restraining or prohibiting the consummation of the transactions contemplated by this Agreement;

(f) No Material Adverse Effect shall have occurred.

(g) Buyer shall have received from the administrative agent under the Partnership’s credit facilities consents, waivers and acknowledgements wherein such administrative agent (i) consents to the transfer of the Purchased Interests to Buyer and confirms that the transactions contemplated by this Agreement do not constitute or result in a default under the credit facilities and (ii) waive any existing defaults under the credit facilities;

(h) Seller shall have delivered to Buyer a certificate dated the Closing Date, certifying that, to the Knowledge of Seller, there are no existing payment or other material defaults under the Partnership’s credit facilities.

(i) At the date of the Closing, (i) no Law shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority that prohibits, restricts or enjoins consummation of the transactions contemplated by this Agreement and (ii) no legal proceedings shall have been commenced that seek to prohibit, restrict or enjoin the transactions contemplated by this Agreement.

(j) The Companies shall not have:

(i) amended any of their respective Organizational Documents in a manner adverse to Buyer;

17

(ii) sold, assigned, transferred, leased or otherwise disposed of any assets other than the disposition of obsolete and immaterial assets in the ordinary course of business consistent with past practices;

(iii) amended or modified, in any material respect, the provisions of the Partnership Credit Agreement or any other agreement evidencing indebtedness of the Companies in a manner which adversely impacted, or could reasonably be expected to adversely impact, the transactions contemplated by this Agreement;

(iv) merged or consolidated with, or purchased substantially all of the assets or business of, or equity interest in, or made an investment in any Person (other than extensions of credit to customers in the ordinary course of business);

(v) issued or sold any equity interests, notes, bonds or other securities of such Company or any option, warrant or right to acquire same other than borrowings in the ordinary course under the Partnership Credit Agreement;

(vi) approved or entered into any transactions or agreements or taken any other actions which would reasonably be likely to materially and adversely impact the ability of Buyer to negotiate and enter into extensions and expansion of terminal leases and an exclusive marketing arrangement with the Partnership as reflected on Schedule 7.1(j) hereto; or

(vii) terminated the employment of any executive office or key manager of the Companies other than for cause.

(k) Seller shall have entered into a release in the form attached as Exhibit 7.1(k).

Section 7.2 Conditions to the Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

(a) The Seller Approvals identified on Schedule 3.3 shall have been duly made, given or obtained and shall be in full force and effect.

(b) Each of the representations and warranties of Buyer contained in this Agreement shall, as of the date of this Agreement and as of the Closing Date, (x) if not qualified by materiality or Material Adverse Effect, be true in all material respects or (y) if so qualified or if a Fundamental Representation, be true in all respects, in each case as if made anew at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date);

(c) Buyer shall have performed or complied with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyer on or before the Closing;

(d) Buyer shall have delivered to Seller a certificate, dated the Closing Date, certifying that the conditions specified in Section 7.2(b) and (c) have been fulfilled; and

18

(e) There shall not be in force any Law restraining or prohibiting the consummation of the transactions contemplated by this Agreement.

(f) At the date of the Closing, (i) no Law shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority that prohibits, restricts or enjoins consummation of the transactions contemplated by this Agreement and (ii) no legal proceedings shall have been commenced that seek to prohibit, restrict or enjoin the transactions contemplated by this Agreement.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival. All representations and warranties of the Parties contained in this Agreement and all covenants contained in this Agreement that are to be performed prior to the Closing shall survive the Closing indefinitely, except that the representations and warranties set forth in Article IV shall survive through the last day of the twelfth month following the Closing Date. No Party shall have any liability for indemnification claims made under this Article VIII with respect to any such representation or warranty unless a claim notice (as provided in Sections 8.3(a) or (d) as applicable) is provided by the non-breaching Party to the other Party prior to the expiration of the applicable survival period for such representation or warranty. If such claim notice has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period for such representation or warranty, then the applicable representation or warranty shall survive as to such claim, until such claim has been finally resolved.

Section 8.2 Indemnification.

(a) Subject to the provisions of this Article VIII, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Buyer’s Affiliates and their respective Representatives (the “Buyer Indemnified Parties”) from and against all Losses that the Buyer Indemnified Parties incur arising from any breach of any representation, warranty or covenant of Seller in this Agreement. Except in the case of fraud, the rights of Buyer hereunder shall be the exclusive rights and remedies available to Buyer with respect to claims for breaches of any representation, warranty or covenant of Seller in this Agreement.

(b) Subject to the provisions of this Article VIII, from and after the Closing, Buyer shall indemnify and hold harmless Seller, Seller’s Affiliates and their respective Representatives, (the “Seller Indemnified Parties”) from and against all Losses that the Seller Indemnified Parties incur arising from or out of any breach of any representation, warranty or covenant of Buyer in this Agreement. Except in the case of fraud, the rights of Seller hereunder shall be the exclusive rights and remedies available to Seller with respect to claims for breaches of any representation, warranty or covenant of Buyer in this Agreement.

Section 8.3 Indemnification Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows:

(a) Any Buyer Indemnified Party or Seller Indemnified Party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to

19

indemnification under Section 8.2 shall promptly (i) notify the other Party (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.

(b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article VIII), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 8.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation.

(c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable out-of-pocket cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

20

(d) Subject to the other provisions of this Article VIII, a claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the Party from whom indemnification is sought.

(e) In the event an Indemnified Party shall recover Losses in respect of a claim of indemnification under this Article VIII, no other Indemnified Party shall be entitled to recover the same Losses in respect of a claim for indemnification.

Section 8.4 Limitations on Liability. Except in the case of fraud, Seller’s aggregate liability arising out of or relating to Section 8.2(a) shall not exceed the Purchase Price.

Section 8.5 Waiver of Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED INTERESTS, THE COMPANIES, THEIR ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

Section 8.6 Purchase Price Adjustment. The Parties agree to treat all payments made pursuant to this Article VIII as adjustments to the Purchase Price for tax purposes.

ARTICLE IX

TERMINATION

Section 9.1 Termination. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned:

(a) by the mutual consent of Buyer and Seller as evidenced in writing signed by each of Buyer and Seller;

(b) by Buyer, if there has been a material breach by Seller of any representation, warranty or covenant contained in this Agreement which has prevented the satisfaction of any condition to the obligations of Buyer at the Closing and, if such breach is of a character that it is capable of being cured, such breach has not been cured by Seller within thirty (30) days after written notice thereof from Buyer;

(c) by Seller, if there has been a material breach by Buyer of any representation, warranty or covenant contained in this Agreement which has prevented the satisfaction of any condition to the obligations of Seller at the Closing and, if such breach is of a character that it is capable of being cured, such breach has not been cured by Buyer within thirty (30) days after written notice thereof from Seller;

(d) by either Buyer or Seller if any Governmental Authority having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or

21

(e) by either Buyer or Seller, if all of the conditions to Closing set forth in Article VII herein have not been satisfied on or before December 31, 2009 or such later date as the Parties may agree upon; provided that neither party may terminate this Agreement pursuant to this Section 9.1(e) if the conditions set forth in Article VII could not be satisfied as a result of such party’s intentional default or willful breach hereunder.

Section 9.2 Effect of Termination. In the event of termination and abandonment of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party hereto; provided, however, that if this Agreement is validly terminated by a Party as a result of a willful breach of this Agreement by the non-terminating Party, then the terminating Party shall be entitled to all rights and remedies available under Law or equity. The provisions of Section 11.4 hereof shall survive any termination of this Agreement.

ARTICLE X

GUARANTORS

Section 10.1 Seller Guarantors. Elliott International hereby irrevocably and unconditionally guarantees the due and punctual payment and performance of sixty percent (60%) of the obligations of Seller under and in accordance with this Agreement (such payment and performance obligations, collectively “Elliott International Obligations”) and Elliott Associates hereby irrevocably and unconditionally guarantees the due and punctual payment and performance of forty percent (40%) of the obligations of Seller under and in accordance with this Agreement (such payment and performance obligations, together with the Elliott International Obligations, the “Seller Guaranteed Obligations”). To the extent that Seller fails to pay or perform any Seller Guaranteed Obligation when due, each Seller Guarantor shall promptly pay to Buyer the amount due with respect to each of their respective Seller Guaranteed Obligation in cash or otherwise perform such Seller Guaranteed Obligation, without demand or notice whatsoever. This guaranty shall constitute a guarantee of payment and not of collection. Each Seller Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity or enforceability of this Agreement against Seller or the other Seller Guarantor, any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against Seller or the other Seller Guarantor or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor. Elliott Associates and Elliott International are each severally liable for their respective pro rata portion of the Seller Guaranteed Obligations and are not jointly liable for the Seller Guaranteed Obligations.

Section 10.2 Buyer Guarantor. Buyer Guarantor hereby irrevocably and unconditionally guarantees the due and punctual payment and performance of the obligations of Buyer under and in accordance with this Agreement (such payment and performance obligations, collectively, the “Buyer Guaranteed Obligations”). To the extent that Buyer fails to pay or perform any Buyer Guaranteed Obligation when due, Buyer Guarantor shall promptly pay to Seller the amount due with respect to such Buyer Guaranteed Obligation in cash or otherwise perform such Buyer Guaranteed Obligation, without demand or notice whatsoever. This Guaranty shall constitute a guarantee of payment and not of collection. Buyer Guarantor hereby agrees that its obligations hereunder shall be

22

unconditional, irrespective of the validity or enforceability of this Agreement against Buyer, any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against Buyer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices. All notices and other communications between the Parties shall be in writing and shall be deemed to have been duly given when (i) delivered in person, (ii) five days after posting in the United States mail having been sent registered or certified mail return receipt requested or (iii) delivered by telecopy and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

(a) If to Buyer, to:

Vitol Inc.

1100 Louisiana Street, Suite 5500

Houston, Texas 77002

Attention: James C. Dyer IV

Telecopy: 713-230-1111

With copies (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Christopher S. Collins

(b) If to Buyer Guarantor to:

Vitol Holding B.V.

c/o Vitol Inc.

1100 Louisiana Street, Suite 5500

Houston, Texas 77002

Attention: James C. Dyer IV

Telecopy: 713-230-1111

with copies (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Christopher S. Collins

23

(c) If to Seller, to:

Elliot Associates, L.P.

c/o Manchester Securities Corp.

712 Fifth Avenue, 35th Floor

New York, New York 10019

Attention: Elliott Greenberg, Vice President

Telecopy: (212) 478-2371

with copies (which shall not constitute notice) to:

Sundar Srinivasan

712 Fifth Avenue, 35th Floor

New York, New York 10019

Telecopy: (212) 974-2089

and

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, 10019

Attention: Jeffrey D. Marell, Esq.

Telecopy: (212) 757-3990

(d) If to Elliott Associates, L.P.:

Elliot Associates, L.P.

c/o Manchester Securities Corp.

712 Fifth Avenue, 35th Floor

New York, New York 10019

Attention: Elliott Greenberg, Vice President

Telecopy: (212) 478-2371

with copies (which shall not constitute notice) to:

Sundar Srinivasan

712 Fifth Avenue, 35th Floor

New York, New York 10019

Telecopy: (212) 974-2089

with copies (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, 10019

Attention: Jeffrey D. Marell, Esq.

Telecopy: (212) 757-3990

24

(e) If to Elliott International, L.P.:

Manchester Securities Corp.

712 Fifth Avenue, 35th Floor

New York, New York 10019

Attention: Elliott Greenberg, Vice President

Telecopy: (212) 478-2371

with copies (which shall not constitute notice) to:

Sundar Srinivasan

712 Fifth Avenue, 35th Floor

New York, New York 10019

Telecopy: (212) 974-2089

with copies (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, 10019

Attention: Jeffrey D. Marell, Esq.

Telecopy: (212) 757-3990

or to such other address or addresses as a Party may from time to time designate in writing.

Section 11.2 Assignment. No Party shall assign this Agreement or any part hereof without the prior written consent of the other Party; provided Vitol Inc. may elect to take title to the Purchased Interests through an Affiliate. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Section 11.3 Rights of Third Parties. Except for the provisions of Section 8.2 which are intended to be enforceable by the Persons respectively referred to therein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

Section 11.4 Expenses. Except as otherwise provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated hereby whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants.

Section 11.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 11.6 Entire Agreement. This Agreement (together with the schedules and exhibits to this Agreement) constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

25

Section 11.7 Amendments. This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, only by a duly authorized agreement in writing which makes reference to this Agreement executed by each Party.

Section 11.8 Publicity. All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior written consent of Buyer and Seller, which consent shall not be unreasonably withheld, conditioned or delayed by any Party; provided, however, that nothing herein shall prevent a Party from publishing such press releases or other public communications as such Party may consider necessary in order to satisfy such Party’s obligations at Law or under the rules of any stock or commodities exchange after consultation with the other Party as is reasonable under the circumstances.

Section 11.9 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

Section 11.10 Governing Law; Jurisdiction.

(a) This Agreement shall be governed and construed in accordance with the Laws of the State of New York without regard to the Laws that might be applicable under conflicts of laws principles.

(b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in New York, and each of the Parties hereto irrevocably submits to the jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and unappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable law being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in New York with respect to any matter under this Agreement shall be binding.

26

(c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 11.10(b).

(d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

[Signature pages follow.]

27

IN WITNESS WHEREOF this Agreement has been duly executed and delivered by each Party as of the date first above written.

[Signature Page to Purchase and Sale Agreement]

[Signature Page to Purchase and Sale Agreement]

Exhibit E

EXECUTION VERSION

PURCHASE, SALE & CO-INVESTMENT AGREEMENT

BY AND AMONG

BLUEKNIGHT ENERGY HOLDING, INC.

and

CB-BLUEKNIGHT, LLC

DATED OCTOBER 21, 2010

TABLE OF CONTENTS

i

ii

PURCHASE, SALE & CO-INVESTMENT AGREEMENT

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”).

RECITALS:

WHEREAS, Vitol and Charlesbank are entering into this Agreement in contemplation of the execution and consummation by Vitol and Charlesbank of a Global Transaction Agreement, in the form attached hereto as Exhibit A with such changes as may be mutually agreed upon by the Parties (the “Global Agreement”) with Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company and general partner of the Partnership (the “General Partner”), pursuant to which such parties will consummate, among other things, the Phase I Transactions and Phase II Transactions (each as defined herein);

WHEREAS, in connection with execution of the Global Agreement, (i) the General Partner will enter into a Third Amended and Restated Agreement of Limited Partnership of the Partnership, in the form attached hereto as Exhibit B with such changes as may be mutually agreed upon by the Parties (the “Amended Partnership Agreement”), to, among other things, create a class of Series A Preferred Units representing limited partnership interests in the Partnership (“Preferred Units’’), (ii) the Partnership will issue and sell to each of Vitol and Charlesbank 10,769,231 of such Preferred Units (the “Purchased Preferred Units”) at a purchase price of $6.50 per unit, (iii) the Partnership will issue $25,000,000 Convertible Subordinated Debentures, in the form attached hereto as Exhibit C with such changes as may be mutually agreed upon by the Parties (the “Convertible Debentures”), to each of Vitol and Charlesbank, and (iv) the Partnership will enter into a Registration Rights Agreement, in the form attached hereto as Exhibit D with such changes as may be mutually agreed upon by the Parties (the “Registration Rights Agreement”), with each of Vitol and Charlesbank relating to the registration of Common Units in the Partnership issuable upon the conversion or exchange of certain Partnership securities;

WHEREAS, concurrently with the execution of this Agreement, Affiliates of each of Vitol and Charlesbank are delivering to Vitol and Charlesbank, respectively, a commitment letter providing for an equity commitment by each such Affiliate with respect to the financial obligations undertaken by Vitol and Charlesbank, respectively, in connection with the completion of the Phase I Transactions, the Second Closing (as defined herein) and the Phase II Transactions;

WHEREAS, Vitol owns 12,570,504 Subordinated Units representing limited partner interests in the Partnership (the “Subordinated Units”) and 100 units representing all of the limited liability company membership interests in the General Partner (the “GP Units”);

WHEREAS, in connection with the foregoing, at the Second Closing (as herein defined) Vitol desires to sell and transfer to Charlesbank, and Charlesbank desires to purchase from Vitol, 6,285,252 Subordinated Units (the “Purchased Subordinated Units”), for an aggregate purchase price of $30,000,000 (the “Subordinated Unit Purchase Price”), on the terms and conditions set forth herein;

WHEREAS, Vitol formed Blueknight GP Holding, LLC (“GP Holdco”) pursuant to a Certificate of Formation that was accepted for filing by the Secretary of State of the State of Delaware on October 13, 2010;

WHEREAS, prior to the Second Closing, Vitol will (i) contribute all the GP Units to GP Holdco in exchange for all of the limited liability company membership interests in GP Holdco (the “GP Holdco Units”), and (ii) execute a Limited Liability Company Operating Agreement of GP Holdco (the “Original GP Holdco LLC Agreement”);

WHEREAS, Vitol has certain rights and is subject to certain obligations (the “Escrow Rights and Obligations”) pursuant to that certain Escrow Agreement, entered into November 24, 2009, by and among Manchester Securities Corp., Vitol Inc. and JPMorgan Chase Bank, N.A. (the “Escrow Agreement”), which were previously assigned to Vitol by Vitol Inc.;

WHEREAS, in connection with the foregoing, at the Second Closing (i) Vitol desires to sell and transfer to Charlesbank, and Charlesbank desires to purchase from Vitol, 50% of the GP Holdco Units (the “Purchased GP Holdco Units” and together with the Purchased Subordinated Units, the “Purchased Units”) and (ii) Vitol desires to sell and assign to Charlesbank, and Charlesbank desires to purchase and assume from Vitol, a 50% undivided interest in the Escrow Rights and Obligations, for an aggregate purchase price of $19,602,622 (the “Escrow and GP Holdco Unit Purchase Price” and together with the Subordinated Unit Purchase Price, the “Purchase Price”);

WHEREAS, in connection with the foregoing, at the Second Closing Vitol and Charlesbank desire to amend and restate the Original GP Holdco LLC Agreement by entering into an Amended and Restated Limited Liability Company Agreement of GP Holdco, in the form attached as Exhibit E (the “Restated GP Holdco LLC Agreement’); and

WHEREAS, the Parties wish to set forth certain other agreements as provided herein.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows.

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that for purposes of this Agreement, the

2

General Partner, the Partnership and any of their respective Subsidiaries shall not be deemed to be Affiliates of any of the Parties hereto. For purposes of clarification only and without limiting the generality of the foregoing, in the case of Charlesbank, “Affiliate” also includes Charlesbank Capital Partners, LLC and any other Person that, directly or indirectly, is Controlled by or is under common Control with Charlesbank Capital Partners, LLC through one or more intermediaries or otherwise.

“Agreement” has the meaning given such term in the Preamble.

“Amended Partnership Agreement” has the meaning given such term in the Recitals.

“Ancillary Agreements” means the Global Agreement, Registration Rights Agreement, Restated GP Holdco LLC Agreement, Assignment and Assumption Agreement, and any other agreements, certificates or instruments contemplated by this Agreement.

“Assignment and Assumption Agreement” has the meaning given such term in Section 3.3(c).

“Business Day” means any day other than a Saturday, a Sunday, or a day when banks in New York, New York, Boston, Massachusetts, or Houston, Texas are authorized or required by applicable Law to be closed.

“Charlesbank” has the meaning given such term in the Preamble.

“Charlesbank Indemnified Parties” has the meaning given such term in Section 7.2(a).

“Claim Notice” has the meaning given such term in Section 7.3(a).

“Class Action Litigation” means all class action proceedings and litigation arising out of or in connection with the SemGroup, L.P. bankruptcy and the trading activities of SemGroup, L.P. and its management as conducted prior to the SemGroup, L.P. bankruptcy including the consolidated litigation titled In Re: SemGroup Energy Partners, L.P. Securities Litigation, Case No. 08-CV-425-GKF-PJC, and additional and supplemental litigation proceedings respecting or arising out of the same general subject matter of such proceedings; provided that any SEC investigations and grand jury proceedings relating thereto shall not be considered Class Action Litigation for the purposes of this definition.

“Common Unit” means a common unit representing a limited partner interest in the Partnership.

“Conflicts Committee” has the meaning given in the Global Agreement.

“Control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Convertible Debentures” has the meaning given such term in the Recitals.

3

“Covered Securities” means the MLP Securities, the GP Holdco Units and the DevelopmentCo Units.

“Delaware Act” means the Delaware Limited Liability Company Act (Delaware General Corporations Code Sections 18-101, et seq.), as it may be amended from time to time, and any corresponding provisions of succeeding law. All references in this Agreement to provisions of the Act shall be deemed to refer, if applicable, to their successor statutory provisions to the extent appropriate in light of the context herein in which such references are used.

“DevelopmentCo” has the meaning given such term in the Section 6.4.

“DevelopmentCo Units’’ means units of membership interest in DevelopmentCo, when, as, and if issued.

“Dispose,” “Disposing” or “Disposition” means, with respect to any asset (including a Covered Security or any portion thereof), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of law.

“Encumbrance” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

“Environmental Law” means any applicable Law relating to the environment, natural resources, or the protection thereof, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et sea,, the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq. and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant thereto.

“Escrow Agreement’’ has the meaning given such term in the Recitals.

“Escrow and GP Holdco Unit Purchase Price’’ has the meaning given such term in the Recitals.

“Escrow Rights and Obligations” has the meaning given such term in the Recitals.

“General Partner” has the meaning given such term in the Recitals.

“Global Agreement” has the meaning given such term in the Recitals.

“Governmental Authority” means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multi-national organization, quasi-governmental body, or other similar recognized organization or body of any federal, state, county, municipal, local, or foreign government or other similar recognized organization or body exercising similar powers or authority having competent jurisdiction.

4

“GP Holdco” has the meaning given such term in the Recitals.

“GP Holdco Units” has the meaning given such term in the Recitals.

“GP LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of December 1, 2009.

“GP Units” has the meaning given such term in the Recitals.

“IDRs” has the meaning given in the Global Agreement.

“Indemnification Rights” has the meaning given such term in Section 3.1(c).

“Indemnified Party” has the meaning given such term in Section 7.3(a).

“Indemnifying Party” has the meaning given such term in Section 7.3(a).

“IPO” means in initial public offering of membership interests in GP Holdco.

“Knowledge” as to Vitol means the actual knowledge of James C. Dyer, IV after due inquiry of Alex G. Stallings, Michael Cockrell and Jerry Parsons, and the actual knowledge of Javed Ahmed, Christopher G. Brown, and Miguel A. Loya.

“Law” means any law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, rule, regulation, executive order, or other similar authority enacted, adopted, promulgated, or applied by any Governmental Authority, each as amended and now and hereinafter in effect.

“Losses” means all liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs and expenses (including reasonable fees and expenses of counsel).

“Material Adverse Effect” has the meaning given such term in the Global Agreement.

“MLP Securities” means Preferred Units, Subordinated Units, Convertible Debentures and Common Units.

“MLP Security Bundles” has the meaning given in Section 5.5(d).

“National Securities Exchange” means an exchange registered with the SEC under Section 6(a) of the Securities and Exchange Act of 1934, as amended.

“New Credit Agreement” means the Credit Agreement, by and among the Partnership, the guarantors party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner, and the other lenders party thereto, to be entered into concurrently with the Phase I Closing.

“Offered Holdco Securities” has the meaning given in Section 5.5(c).

5

“Order” means any order, writ, injunction, decree, ruling, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Authority.

“Original GP Holdco LLC Agreement” has the meaning given such term in the Recitals.

“Original Vitol Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of October 7, 2009, by and among Manchester Securities Corp., Elliott Associates, L.P., Elliott International, L.P., Vitol Inc. (as predecessor in interest to Vitol), and Vitol Holding B.V.

“Partnership” has the meaning given such term in the Recitals.

“Partnership Acceptance” has the meaning given in Sections 5.5(c)(iii) or (d)(iii), as the context requires.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership as in effect as of the date hereof.

“Partnership Companies” means the Partnership, the General Partner, and their respective Subsidiaries.

“Party” means each of the signatories to this Agreement, except that, for purposes of Article V and Sections 6.1 through 6.6, inclusive, “Party” means each of Charlesbank and Vitol, or any Affiliate of either such Person who has acquired all the Covered Securities of any class or type held by such Person in a Permitted Affiliate Transfer, provided, that, for purposes of Article V, in the event that Covered Securities originally issued to a Party are held by multiple Persons as a result of one or more Permitted Affiliate Transfers, then (i) all such multiple Persons shall be considered a single “Party” and (ii) all notices shall be given by or to Charlesbank or Vitol, as applicable, on behalf of itself and all its relevant Affiliates.

“Permitted Affiliate Transfer” means a Disposition by a Party of all, but not less than all, of any class or type of its Covered Securities to an Affiliate of such Party in compliance with Sections 5.1(b) and (c).

“Permitted Affiliate Transferee” means an Affiliate of a Party to which Covered Securities have been transferred by such Party in a Permitted Affiliate Transfer.

“Permitted Common Unit Sale” means a Disposition by a Party in compliance with Section 5.1(c) in any calendar year of a number of Common Units (appropriately adjusted for unit splits, combinations, recapitalizations, distributions in the form of Common Units, or the like since the beginning of such calendar year) not exceeding five percent (or such greater percentage as the Parties may agree in writing) of the total number of Common Units outstanding (on a fully diluted, as converted basis with respect to any MLP Securities that are convertible or exchangeable into Common Units) as of the beginning of such calendar year.

“Person” means any individual or entity, including any firm, corporation, partnership (general or limited), limited liability company, trust, joint venture, Governmental Authority or other entity.

6

“Phase I Closing” has the meaning given such term in Section 2.1.

“Phase I Closing Date” has the meaning given such term in Section 2.1.

“Phase I Transactions” has the meaning given such term in the Global Agreement.

“Phase II Transactions” has the meaning given such term in the Global Agreement, and shall be deemed for purposes of this Agreement to include such changes as may be agreed by the Parties from time to time.

“Preferred Unit” has the meaning given such term in the Recitals.

“Purchased GP Holdco Units” has the meaning given such term in the Recitals.

“Purchased Preferred Units” has the meaning given such term in the Recitals.

“Purchased Subordinated Units” has the meaning given such term in the Recitals.

“Purchased Units” has the meaning given such term in the Recitals.

“Purchase Price” has the meaning given such term in the Recitals.

“Registration Rights Agreement” has the meaning given such term in the Recitals.

“Representative” shall mean with respect to a Person, its directors, managers, officers, members, partners, employees, agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative.

“Responding Party” has the meaning given in Section 5.5(c)(i) or (d)(i), as the context requires.

“Responding Party Acceptance” has the meaning given in Section 5.5(c)(ii) or (d)(ii), as the context requires.

“Restated GP Holdco LLC Agreement” has the meaning given such term in the Recitals.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” means any report or other document of the Partnership filed with or furnished to the SEC since December 31, 2008 and prior to the date hereof, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010.

“Second Closing” has the meaning given such term in Section 3.2.

“Second Closing Date” has the meaning given such term in Section 3.2.

“Section 4.2 Material Adverse Effect” means any circumstance, change or effect that has a material adverse effect on the operations and business conducted by the Partnership

7

Companies; taken as a whole, or results of operations of the Partnership Companies, taken as a whole, but shall exclude any circumstance, change or effect resulting or arising from or relating to: (i) the United States or foreign economic, financial or geopolitical conditions or events in general; (ii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (iii) changes in the capital markets generally; (iv) changes in applicable Law or generally accepted accounting principles of the United States, consistently applied; (v) changes in interest rates; (vi) seasonal reductions in revenues and/or earnings of the Partnership Companies in the ordinary course of their respective businesses; (vii) changes in the Partnership Companies’ industries in general; (viii) any actions taken by, or at the request of, Charlesbank after the date hereof that relate to, or affect, the operations and business of the Partnership Companies; or (ix) any disclosures to the extent contained in any SEC Report (excluding disclosures therein relating to the Class Action Litigation and any SEC investigations and grand jury proceedings relating thereto), filed prior to the date hereof. The Parties acknowledge that the mere existence of the Class Action Litigation or SEC investigations or grand jury proceedings relating thereto would not constitute a Section 4.2 Material Adverse Effect provided that new developments from and after the date hereof with respect to any of such matters could possibly result in a Section 4.2 Material Adverse Effect.

“Securities Act” means the Securities Act of 1933.

“Seller” has the meaning given in Section 5.5(c)(i) or (d)(i), as the context requires.

“Seller’s Offer Notice” has the meaning given in Section 5.5(c)(i) or (d)(i), as the context requires.

“Subordinated Unit Purchase Price” has the meaning given such term in the Recitals.

“Subordinated Units” has the meaning given such term in the Recitals.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Third Party Claim” has the meaning given such term in Section 7.3(a).

“Vitol” has the meaning given such term in the Preamble.

8

“Vitol Indemnified Parties” has the meaning given such term in Section 7.2(b).

“Voting Support” by a Party with respect to a given action means that such Party will (i) appear at any equity holder meeting of GP Holdco, the General Partner, the Partnership or any of their respective Subsidiaries, as applicable, to consider such action or otherwise cause any Covered Securities or other securities in such entity beneficially owned by such Party as of the relevant time to be counted as present for purposes of calculating a quorum for such purpose, and respond to any other request by GP Holdco, the General Partner, the Partnership or any of the respective Subsidiaries, as applicable, for written consent, if any, with respect to such action (ii) vote, or cause to be voted, all Covered Securities or other securities in such entity beneficially owned by such Party (x) in favor of the approval of such action (whether or not recommended by the Conflicts Committee or any other Person), and (y) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action, and (iii) cause the directors appointed by it (x) to the board of directors of GP Holdco, (y) to the board of directors of the General Partner pursuant to clauses (i) and (ii) of Section 7.11(a) of the Restated GP Holdco LLC Agreement, or (z) as a manager or director of any of their respective Subsidiaries, to appear at any board meeting of GP Holdco, the General Partner or such Subsidiary to consider such action and direct such directors to vote (A) in favor of the approval of such action (whether or not recommended by the Conflicts Committee or any other Person), and (B) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action.

1.2 Certain Interpretive Matters. In this Agreement:

(a) any reference to a statute, regulation or Law will be deemed also to refer to any amendment thereto and all rules and regulations promulgated thereunder, unless the context expressly requires otherwise;

(b) any reference to an agreement, instrument or document will be deemed to refer to that agreement, instrument or document as amended, restated, supplemented and otherwise modified from time to time, unless the context expressly requires otherwise;

(c) the words “include,” “includes,” and “including” will be deemed to be followed by “without limitation”;

(d) examples will not be construed to limit, expressly or by implication, the matter they illustrate;

(e) any pronoun will include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs will include the plural and vice versa, unless the context otherwise expressly requires;

(f) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited;

(g) the term “cost” includes expense and the term “expense” includes cost;

9

(h) the headings and titles herein are for convenience only and will have no significance in the interpretation hereof;

(i) currency amounts referenced herein are in U.S. Dollars;

(j) unless the context otherwise requires or as otherwise provided herein, all references to time mean time in Houston, Texas;

(k) whenever this Agreement refers to a number of days, such number refers to calendar days unless Business Days are specified; and

(l) if a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb).

ARTICLE II

PHASE I CLOSING

2.1 Global Agreement. Each of Vitol and Charlesbank hereby agrees to execute and deliver the Global Agreement and to take such other actions as may be required by it under the Global Agreement to consummate the Phase I Transactions, including (i) the purchase by Vitol and Charlesbank, respectively, of the Convertible Debentures and the Purchased Partnership Units, (ii) the execution by Vitol and Charlesbank, respectively of the Registration Rights Agreement, and (iii) the execution by the General Partner of the Amended Partnership Agreement (collectively, the “Phase I Closing”), all on October 25, 2010 or such other date as the Parties may mutually agree (the “Phase I Closing Date”).

2.2 Conditions to Phase I Closing Obligations of Vitol. The obligation of Vitol to consummate the Phase I Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Vitol:

(a) delivery to Vitol of the Global Agreement, executed by an authorized officer of Charlesbank;

(b) delivery to Vitol of the Registration Rights Agreement, executed by an authorized officer of Charlesbank;

(c) each of the representations and warranties of Charlesbank contained in this Agreement shall, as of the date of this Agreement and as of the Phase I Closing Date, (i) if not qualified by materiality or material adverse effect, be true in all material respects and (ii) if so qualified be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date);

(d) Charlesbank shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Phase I Closing Date;

10

(e) Charlesbank shall have delivered to Vitol a certificate dated as of the Phase I Closing Date certifying that the conditions specified in Sections 2.2(c) and (d) have been fulfilled;

(f) no Order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the Phase I Closing shall be in effect; and

(g) no Material Adverse Effect shall have occurred.

2.3 Conditions to Phase I Closing Obligations of Charlesbank. The obligation of Charlesbank to consummate the Phase I Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Charlesbank:

(a) delivery to Charlesbank of the Global Agreement, executed by an authorized officer of Vitol and by an authorized officer of the General Partner on its own behalf and on behalf of the Partnership;

(b) delivery to Charlesbank of the Registration Rights Agreement, executed by an authorized officer of Vitol and by an authorized officer of the General Partner on behalf of the Partnership;

(c) delivery to Charlesbank of the Amended Partnership Agreement, executed by an authorized officer of the General Partner;

(d) each of the representations and warranties of Vitol contained in this Agreement shall, as of the date of this Agreement and as of the Phase I Closing Date, (i) if not qualified by materiality, material adverse effect or Section 4.2 Material Adverse Effect, be true in all material respects and (ii) if so qualified be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date);

(e) Vitol shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Phase I Closing Date;

(f) Vitol shall have delivered to Charlesbank a certificate dated as of the Phase I Closing Date certifying that the conditions specified in Sections 2.3(d) and (e) have been fulfilled;

(g) no Order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the Phase I Closing shall be in effect; and

(h) no Material Adverse Effect shall have occurred.

11

ARTICLE III

SECOND CLOSING

3.1 Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement:

(a) in consideration of the Subordinated Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased Subordinated Units, free and clear of any and all Encumbrances;

(b) in consideration of the Escrow and GP Holdco Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, (i) Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased GP Holdco Units, and (ii) Vitol agrees to assign and sell to Charlesbank, and Charlesbank hereby agrees to purchase and assume from Vitol, a 50% undivided interest in the Escrow Rights and Obligations, each free and clear of any and all Encumbrances; and

(c) Vitol agrees to assign to Charlesbank the right to 50% of any proceeds received by Vitol (as assignee of Vitol Inc.) after the date hereof with respect to a successful claim for indemnification by Vitol under the Original Vitol Purchase Agreement (the “Indemnification Rights”).

3.2 Second Closing. The closing of the matters described in Section 3.1 above (the “Second Closing”) shall take place at 10:00 a.m. prevailing Eastern time on the date that is 11 Business Days after the Phase I Closing Date, or at such earlier time and place as may be agreed upon by Vitol and Charlesbank (the “Second Closing Date”) at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, NW, Washington, DC 20004-2415; provided, that no Order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the transactions contemplated by this Agreement shall be in effect.

3.3 Charlesbank Deliveries. On the Second Closing Date, Charlesbank shall deliver to Vitol, and the obligation of Vitol to consummate the Second Closing shall be subject to the delivery of, the following:

(a) the Purchase Price by wire transfer of federal funds or other immediately available funds pursuant to written instructions provided by Vitol to an account identified to Charlesbank in writing by Vitol before the Second Closing Date;

(b) the Restated GP Holdco LLC Agreement, dated as of the Second Closing Date and executed by an authorized officer of Charlesbank;

(c) an assignment and assumption agreement, in the form attached as Exhibit F (the “Assignment and Assumption Agreement”), dated as of the Second Closing Date and executed by an authorized officer of Charlesbank; and

(d) a certificate, dated as of the Second Closing Date and executed by an authorized officer of Charlesbank certifying that (i) each of the representations and

12

warranties of Charlesbank contained in this Agreement shall, as of the date of this Agreement and as of the Second Closing Date, (x) if not qualified by materiality or material adverse effect, be true in all material respects and (y) if so qualified be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date), and (ii) Charlesbank performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date.

3.4 Vitol Deliveries. On the Second Closing Date, Vitol shall deliver to Charlesbank (unless otherwise stated), and the obligation of Charlesbank to consummate the transactions contemplated by this Agreement shall be subject to the delivery of, the following:

(a) certificates representing the Purchased Subordinated Units, duly endorsed (or accompanied by duly executed equity transfer forms), with any required transfer stamps affixed thereto;

(b) the Restated GP Holdco LLC Agreement, dated as of the Second Closing Date and executed by an authorized officer of Vitol;

(c) the Assignment and Assumption Agreement, dated as of the Second Closing Date and executed by an authorized officer of Vitol;

(d) a certificate, dated as of the Second Closing Date and executed by an authorized officer of Vitol certifying that (i) each of the representations and warranties of Vitol contained in this Agreement shall, as of the date of this Agreement and as of the Second Closing Date, (x) if not qualified by materiality, material adverse effect or Section 4.2 Material Adverse Effect, be true in all material respects and (y) if so qualified be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date), and (ii) Vitol performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date;

(e) the written resignations from the board of directors of the General Partner of Javed Ahmed and Christopher G. Brown, such resignations to be effective on the Second Closing Date;

(f) a copy of resolutions electing Jon M. Biotti and Michael R. Eisenson to the board of directors of the General Partner, such elections to be effective on the Second Closing Date; and

(g) certificates from the Secretary of State of Delaware as to the legal existence and good standing of each of GP Holdco and the General Partner.

13

3.5 Transfer Taxes. All applicable sales and transfer Taxes due as a result of the transactions contemplated by this Agreement and filing, recording, registration, stamp, documentary and other Taxes and fees payable in connection with such transactions will be paid 50% by Charlesbank and 50% by Vitol.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Vitol. Vitol hereby represents and warrants to Charlesbank as follows:

(a) Organization, Standing and Authority. Vitol is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Vitol (i) has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted, (ii) is duly qualified to do business, and is in good standing, in each of the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has in effect all federal, state, local and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted; except, in the instance of clauses (ii) and (iii) above, where the failure to be so qualified or in good standing, or to have in effect all such governmental authorizations and permits would not, individually or in the aggregate, have a material adverse effect on Vitol.

(b) Authority. This Agreement, the Ancillary Agreements and the other matters contemplated hereby and the consummation of the transactions contemplated hereby have been authorized by all necessary corporate action by Vitol. This Agreement has been duly executed and delivered and is a legal, valid and binding agreement of Vitol, enforceable in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Upon execution of the Ancillary Agreements, such agreements will be valid and binding agreements of Vitol, enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(c) No Defaults or Conflicts. Except as would not have a material adverse effect on the ability of Vitol to enter into and perform its obligations under this Agreement and the Ancillary Agreements, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which Vitol is a party or by which it is subject or bound,

14

(ii) constitute a breach or violation of, or a default under the organizational agreements of Vitol, (iii) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to Vitol or (iv) result in the creation of any Encumbrance on the Purchased Units, the Escrow Rights and Obligations or the Indemnification Rights.

(d) Regulatory Approvals; Litigation. Except as would not have a material adverse effect on the ability of Vitol to enter into and perform its obligations under this Agreement and the Ancillary Agreements, there are no approvals of any Governmental Authority required to be obtained by Vitol to consummate the transactions contemplated by this Agreement. There are no lawsuits or actions pending before any Governmental Authority against Vitol or, to the Knowledge of Vitol, threatened against Vitol that would reasonably be expected to have a material and adverse impact on the ability of Vitol to perform its obligations under this Agreement and there are no unsatisfied judgments from any Governmental Authority binding upon Vitol that would reasonably be expected to have a material and adverse impact on the ability of Vitol to perform its obligations under this Agreement.

(e) Certain Fees. No fees or commissions are or will be payable by Vitol to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units, the Escrow Rights and Obligations, the Indemnification Rights or the consummation of the other transactions contemplated by this Agreement. Vitol agrees that it will indemnify and hold harmless Charlesbank from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by Vitol or alleged to have been incurred by Vitol in connection with the purchase of the Purchased Units, the Escrow Rights and Obligations, the Indemnification Rights or the consummation of the other transactions contemplated by this Agreement.

(f) Ownership of Units.

(i) As of the date hereof, Vitol is the sole record and beneficial owner of all right, title and interest in and to the Subordinated Units and the GP Units, each free and clear of all Encumbrances (except with respect to the Subordinated Units, the transfer restrictions imposed thereon by the Partnership Agreement, and with respect to the GP Units, the transfer restrictions imposed thereon by the GP LLC Agreement). As of the Second Closing Date, (x) without giving effect to the transactions to be consummated at the Second Closing, Vitol will be the sole record and beneficial owner of all right, title and interest in and to the Subordinated Units and the GP Holdco Units, and (y) GP Holdco will be the sole record and beneficial owner of all right, title and interest in and to the GP Units, in each case free and clear of all Encumbrances (except with respect to the Subordinated Units, the transfer restrictions imposed thereon by the Amended Partnership Agreement, and with respect to the GP Units, the transfer restrictions imposed thereon by the GP LLC Agreement). As of the Second Closing Date, all of the GP Holdco Units will be duly authorized, validly issued, fully paid and non-assessable (subject to Sections 18-607 and 18-804 of the Delaware Act), and

15

the issuance thereof will have been in compliance with all applicable Laws. In all material respects, the ownership of the Subordinated Units and GP Units by Vitol has been conducted in compliance with all applicable Laws. Except for the rights granted to Charlesbank in this Agreement, neither Vitol, the General Partner nor GP Holdco has granted to any Person any options, calls, warrants, commitments or rights of any character whatsoever to acquire any interest in the Subordinated Units, the GP Units or GP Holdco Units.

(ii) The General Partner has good title to, holds of record and owns beneficially a 1.9741% general partner interest in the Partnership (which represents all of the general partner interests in the Partnership) subject to completion by the General Partner of the “top-up” subscription procedure provided for in Section 5.2(c) of the Amended Partnership Agreement in connection with the issuance of Preferred Units pursuant to the Global Agreement and the IDRs (which represent all of the IDRs issued by the Partnership) free and clear of any Encumbrances (other than the transfer restrictions imposed thereon by the Partnership Agreement). The General Partner has full authority to manage the affairs of the Partnership in accordance with the terms of the Partnership Agreement and there are no agreements or arrangements existing which provide any rights, except as contemplated in the Restated GP Holdco LLC Agreement, (A) to any Person to designate the directors or managers of the General Partner, or (B) any Person other than the General Partner to manage and control the affairs of the Partnership.

(iii) Upon the Second Closing, Charlesbank will receive good and valid title to the Purchased Units free and clear of all Encumbrances (except (A) as created by or through Charlesbank, (B) with respect to the Subordinated Units, the transfer restrictions imposed thereon by the Amended Partnership Agreement, and (C) with respect to the GP Holdco Units, the transfer restrictions imposed thereon by the Restated GP Holdco LLC Agreement).

(iv) The Purchased GP Holdco Units represent 50% of the issued and outstanding limited liability company interests or other ownership interests in GP Holdco and the Purchased Subordinated Units represent 50% of the issued and outstanding Subordinated Units issued by the Partnership.

(v) There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities of the General Partner or GP Holdco, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests in the General Partner or GP Holdco, and there are no agreements of any kind which may obligate the General Partner or GP Holdco to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as contemplated by this Agreement and the Restated GP Holdco LLC Agreement, there are no voting agreements, proxies or other similar agreements or understandings with respect to any of the Purchased Units.

16

(g) Financial Ability. As of the date hereof, Vitol has sufficient funds available to timely fund its obligations in connection with the Phase I Closing and to satisfy all of its other costs and expenses arising in connection with this Agreement.

4.2 Representations and Warranties Regarding the Partnership Companies. Except as disclosed in any SEC Report (including the financial statements contained therein), Vitol hereby represents and warrants to Charlesbank as follows:

(a) Organization of the Companies. Each of the Partnership Companies is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, formation or organization and has all requisite entity power and authority to own or lease its assets and to conduct its business as it is now being conducted.

(b) Absence of Certain Changes. To the Knowledge of Vitol, since November 25, 2009 there has not been any Section 4.2 Material Adverse Effect nor has there occurred any event, occurrence or development that would reasonably be expected to have a Section 4.2 Material Adverse Effect.

(c) Litigation. To the Knowledge of Vitol, (i) other than the Class Action Litigation there are no lawsuits or actions before any Governmental Authority pending or threatened by any Person against any of the Partnership Companies that would reasonably be expected to have a Section 4.2 Material Adverse Effect and (ii) there is no injunction, order or unsatisfied judgment from any Governmental Authority that would reasonably be expected to have a Section 4.2 Material Adverse Effect.

(d) Environmental Matters. To the Knowledge of Vitol and except as would not reasonably be expected to have a Section 4.2 Material Adverse Effect:

(i) the operations of the Partnership Companies are in compliance with all Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all material permits required under all applicable Environmental Laws;

(ii) none of the Partnership Companies is the subject of any outstanding order or judgment or arbitration award from any Governmental Authority under any Environmental Laws requiring material remediation or the payment of a material fine or penalty; and

(iii) none of the Partnership Companies is subject to any action pending or threatened in writing, whether judicial or administrative, alleging noncompliance with or potential liability under any Environmental Law.

(e) No Known Liabilities. To the Knowledge of Vitol, or as could arise out of the Class Action Litigation or SEC investigations or grand jury proceedings relating thereto, none of the Partnership Companies has any pending or threatened claims, obligations or liabilities (other than obligations and liabilities incurred and arising in the ordinary course of business) which would individually or in the aggregate have a

17

Section 4.2 Material Adverse Effect, provided, that Charlesbank acknowledges that Vitol cannot state with any certainty the ultimate impact of the Class Action Litigation on the General Partner or its Affiliates.

(f) Compensation Arrangements. To the Knowledge of Vitol, (i) except as set forth in the SEC Reports, there are no compensation arrangements which obligate the Partnership or the General Partner to pay, reimburse or provide compensation to, issue equity to or make payments to persons serving as executive officers or directors of (or for the benefit of) the Partnership or the General Partner and (ii) the transactions contemplated by this Agreement will not give rise to or result in any new compensation arrangements becoming effective with persons serving as executive officers or directors of (or for the benefit of) the Partnership or the General Partner or accelerate, vest, modify or otherwise impact the compensation or benefits payable under existing compensation arrangements afforded such persons.

4.3 Representations and Warranties of Charlesbank. Charlesbank hereby represents and warrants to Vitol as follows:

(a) Organization, Standing and Authority. Charlesbank is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties and to carry on its business as now conducted, (ii) is duly qualified to do business, and is in good standing, in each of the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has in effect all federal, state, local and foreign governmental authorizations and permits necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted; except, in the instance of clauses (ii) and (iii) above, where the failure to be so qualified or in good standing, or to have in effect all such governmental authorizations and permits would not, individually or in the aggregate, have a material adverse effect on Charlesbank,

(b) Authority. This Agreement, the Ancillary Agreements and the other matters contemplated hereby and the consummation of the transactions contemplated hereby have been authorized by all necessary limited liability company action by Charlesbank. This Agreement has been duly executed and delivered and is a legal, valid and binding agreement of Charlesbank, enforceable in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Upon execution of the Ancillary Agreements, such agreements will be valid and binding agreements of Charlesbank, enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(c) No Defaults or Conflicts. Except as would not have a material adverse effect on the ability of Charlesbank to enter into and perform its obligations under this

18

Agreement, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, do not and will not (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which Charlesbank is a party or by which it is subject or bound, (ii) constitute a breach or violation of, or a default under the organizational agreements of Charlesbank, or (iii) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to Charlesbank.

(d) Regulatory Approvals; Litigation. Except as would not have a material adverse effect on the ability of Charlesbank to enter into and perform its obligations under this Agreement and the Ancillary Agreements, there are no approvals of any Governmental Authority required to be obtained by Charlesbank to consummate the transactions contemplated by this Agreement. There are no lawsuits or actions pending before any Governmental Authority against Charlesbank or, to the knowledge of Charlesbank, threatened against Charlesbank that would reasonably be expected to have a material and adverse impact on the ability of Charlesbank to perform its obligations under this Agreement and there are no unsatisfied judgments from any Governmental Authority binding upon Charlesbank that would reasonably be expected to have a material and adverse impact on the ability of Charlesbank to perform its obligations under this Agreement.

(e) Certain Fees. No fees or commissions are or will be payable by Charlesbank to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Units, the Escrow Rights and Obligations, the Indemnification Rights or the consummation of the other transactions contemplated by this Agreement. Charlesbank agrees that it will indemnify and hold harmless Vitol from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by Charlesbank or alleged to have been incurred by Charlesbank in connection with the purchase of the Purchased Units, the Escrow Rights and Obligations, the Indemnification Rights or the consummation of the other transactions contemplated by this Agreement.

(f) Unregistered Securities. Charlesbank represents that:

(i) Investment. The Purchased Units are being acquired for its own account, not as a nominee or agent, and with no intention of distributing the Purchased Units or any part thereof, and Charlesbank has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state, without prejudice, however, to Charlesbank’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder (including, without

19

limitation, if available, Rule 144 promulgated thereunder). If Charlesbank should in the future decide to dispose of any of the Purchased Units, Charlesbank understands and agrees (A) that it may do so only in compliance with Article V, (B) that it may do so only in compliance with the Securities Act and applicable state securities law, as then in effect, which may include a sale contemplated by any registration statement pursuant to which such securities are being offered, and (C) that stop-transfer instructions to that effect will be in effect with respect to such securities.

(ii) Nature of Purchaser. Charlesbank represents and warrants to, and covenants and agrees with, Vitol that, (A) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act and (B) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

(iii) Receipt of Information; Authorization. Charlesbank acknowledges that it has had access to the Partnership’s periodic filings with the SEC, including the Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports filed on Form 8-K.

(iv) Legend. It is understood that any certificates evidencing the Subordinated Units will bear the legend set forth in Section 4.8(f) of the Partnership Agreement.

(g) Financial Ability. As of the date hereof, Charlesbank has sufficient funds available to timely fund its obligations in connection with the Phase I Closing. As of the Second Closing Date, Charlesbank will have sufficient funds available to timely fund its obligations in connection with the Second Closing and satisfy all of its other costs and expenses arising in connection with this Agreement.

ARTICLE V

DISPOSITION OF SECURITIES

5.1 General Restriction on Dispositions; Termination of Restrictions.

(a) General Restriction. No Party shall make or commit to make any Disposition (directly or indirectly) of all or any part of the Covered Securities, or of any beneficial interest therein, now or hereafter owned by such Party, except as expressly permitted by and in accordance with the provisions of this Agreement. No Party shall engage in any transaction that would have the effect of indirectly violating the provisions of this Article V and no Party may cause or permit an equity interest in itself to be issued or transferred such that, after the issuance or transfer, it shall cease to be Controlled by an Affiliate of a Party.

20

(b) Joinder.

(i) Any Disposition of GP Holdco Units or DevelopmentCo Units (otherwise than to the Responding Party) pursuant to Section 5.5 shall be subject to the additional condition that the assignee shall consent in a writing reasonably satisfactory to the Responding Party to be bound by the terms of (A) the limited liability company agreement of GP Holdco or DevelopmentCo, as applicable, including the provisions of this Article V as incorporated by reference therein, (B) in the case of Dispositions of GP Holdco Units, the provisions of Section 6.1, and (C) to the extent applicable, Sections 6.2, 6.3, 6.4, 6.5 and 6.6.

(ii) Any disposition of MLP Securities by a Party to an Affiliate of such Party pursuant to this Article V shall be subject to the additional condition that the assignee shall consent in a writing reasonably satisfactory to the other Party to be bound by the terms of this Article V and, to the extent applicable, Sections 6.2, 6.3, 6.5 and 6.6.

(c) Securities Law and other Restrictions. Notwithstanding the other provisions of this Article V:

(i) any “transfer” as defined in the Amended Partnership Agreement of any MLP Securities shall be subject to the applicable provisions of the Amended Partnership Agreement;

(ii) no Disposition of any GP Holdco Units or DevelopmentCo Units shall be made if such Disposition would (x) violate the then-applicable federal or state securities Laws or rules and regulations of the SEC, any state securities commission or any other Governmental Authority with jurisdiction over such Disposition, (y) terminate the existence or qualification of GP Holdco or DevelopmentCo, as applicable, under the laws of the jurisdiction of its formation, or (z) cause GP Holdco or DevelopmentCo, as applicable, to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed); and

(iii) no Disposition of any Covered Securities shall be made in violation of Partnership policies regarding insider trading of securities of the Partnership.

(d) Termination of Restrictions. The provisions of this Article V shall terminate with respect to MLP Securities on the first anniversary of the date on which either Party has Disposed of all of its GP Holdco Units (otherwise than to an Affiliate of such Party) in accordance with this Article V. To the extent neither Party has sold their DevelopmentCo Units pursuant to Section 5.5(c) the provisions of this Article V shall terminate with respect to DevelopmentCo Units on the second anniversary of the date on which either Party has Disposed of all of its GP Holdco Units (otherwise than to an Affiliate of such Party) in accordance with this Article V.

21

5.2 Permitted Common Unit Sales. Notwithstanding anything to the contrary contained in this Agreement, each Party may make Permitted Common Unit Sales at any time and from time to time on or after January 1, 2012 (or such earlier time(s) as the Parties agree in writing).

5.3 Permitted Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement, each Party may make a Permitted Affiliate Transfer at any time and from time to time.

5.4 Black-out Period. Prior to January 1, 2016, except for Permitted Common Unit Sales and Permitted Affiliate Transfers, (a) neither Charlesbank nor any of its Affiliates may Dispose of any Covered Security without the prior written consent of Vitol and (b) neither Vitol nor any of its Affiliates may Dispose of any Covered Security without the prior written consent of Charlesbank.

5.5 Other Dispositions after Black-out Period.

(a) No Consent Requirement. On and after January 1, 2016, either Party may make a Disposition of Covered Securities in accordance with this Section 5.5 and Sections 5.1(b) and (c) without the consent of the other Party (and without limiting the right of any Party to make a Permitted Common Unit Sale or Permitted Affiliate Transfer without consent at any time and from time to time).

(b) No Disposition of MLP Securities prior to Disposition of GP Holdco Units. Neither Party may Dispose of any MLP Securities pursuant to this Section 5.5 unless prior to or concurrently with such Disposition (i) such Party Disposes of all of its GP Holdco Units in accordance with this Section 5.5 and Sections 5.1(b) and (c), (ii) such Party exchanges all such GP Holdco Units in accordance with Section 5.5(e) or (iii) an IPO of GP Holdco is consummated in accordance with Section 5.5(e).

(c) Right of First Offer – GP Holdco Units.

(i) At any time on or after January 1, 2016, either Party (a “Seller”) may notify the other Party (the “Responding Party”), with concurrent notice to the Partnership (such notices collectively, the “Seller’s Offer Notice”), of the Seller’s offer to Dispose of all (but not less than all) of its GP Holdco Units, and no other Covered Securities, except that such offer may at Seller’s option include all (but not less than all) of the Seller’s DevelopmentCo Units (collectively, the “Offered Holdco Securities”). The Seller’s Offer Notice shall include (x) the price and other material terms on which the Seller is willing to sell the Offered Holdco Securities and (y) a description of its intended method of marketing and selling the Offered Holdco Securities if such offer is not accepted in full by either the Responding Party or the Partnership or both (considered together for this purpose).

(ii) The Responding Party shall have 10 Business Days to notify the Seller whether it elects to purchase the Offered Holdco Securities in full pursuant to the terms and conditions set forth in the Seller’s Offer Notice (the “Responding

22

Party Acceptance”). The Disposition of the Offered Holdco Securities shall be consummated promptly after the Responding Party Acceptance is delivered to the Seller, but in any event no later than the 30th day following the end of such 10-Business Day election period, provided that if any material approval from a Governmental Authority (including the expiration of any applicable waiting periods under the Hart-Scott-Rodino Improvements Act of 1976, as amended) is required for the consummation of such transaction, the Disposition shall occur no later than the 5th Business Day following the receipt of such material approval.

(iii) If the Responding Party fails to elect to purchase the Offered Holdco Securities in full within the 10-Business Day election period specified in Section 5.5(c)(ii) (or fails to consummate the purchase of all the Offered Holdco Securities within the second period specified in Section 5.5(c)(ii), due to a default by the Responding Party), the Seller shall so notify the Partnership. The Partnership shall have an additional period of 5 Business Days from the date of its receipt of the Seller’s notice pursuant to this Section 5.5(c)(iii) to notify the Seller whether it elects to purchase all of the Offered Holdco Securities pursuant to the terms and conditions set forth in the Seller’s notice (the “Partnership Acceptance”). The Disposition of the Offered Holdco Securities shall be consummated promptly after the Partnership Acceptance is delivered to the Seller, but in any event within 10 Business Days after the end of such 5-Business Day election period.

(iv) If the Responding Party and the Partnership, collectively, fail to exercise their options set forth in this Section 5.5(c) with respect to the Offered Holdco Securities, then, subject to Sections 5.1(b) and (c), the Seller shall have the right, for a period of 180 days from the expiration of the additional period provided for in Section 5.5(c)(iii), to consummate the Disposition of all (but not less than all) the Offered Holdco Securities to one or more third parties on terms no less favorable to the Seller than those set forth in the Seller’s Offer Notice (except as to price, which must be at least equal to 95% of the price stated in such notice).

(v) If the Seller fails to consummate the Disposition to one or more third parties of all the Offered Holdco Securities within the 180-day period set forth in Section 5.5(c)(iv), any subsequent proposal to Dispose of such Offered Holdco Securities shall be conducted in accordance with all of the procedures set forth in this Section 5.5(c) but the Seller shall not again initiate the right of first offer process provided for in this Section 5.5(c) until 450 days have elapsed since the expiration of all election periods of the Partnership and the Responding Party under Section 5.5(c)(ii) and (iii). Nothing in this Section 5.5(c)(v) shall limit the Seller’s rights under Section 5.5(e).

(vi) If the Seller does not elect to offer its DevelopmentCo Units in conjunction with its offer of GP Holdco Units pursuant to Section 5.5(c)(i), and subsequently Disposes of its GP Holdco Units in accordance with this Section 5.5, then the Seller may, subject to Section 5.1(b), Dispose of all but not less than all

23

of its DevelopmentCo Units in accordance with the terms of the right of first offer process specified in Sections 5.5(c)(i) through (iv), inclusive, as if such DevelopmentCo Units were the Offered Holdco Securities referred to therein.

(d) Right of First Offer – MLP Securities.

(i) At any time on or after January 1, 2016, either Party (a “Seller”) may notify the other Party (the “Responding Party”), with concurrent notice to the Partnership (such notices collectively, the “Seller’s Offer Notice”), of the Seller’s offer to Dispose of any or all of its MLP Securities (the “Offered MLP Securities”). The Seller’s Offer Notice shall include (x) the price and other material terms on which the Seller is willing to sell the Offered MLP Securities and (y) a description of its intended method of marketing and selling the Offered MLP Securities if such offer is not accepted in full by either the Responding Party or the Partnership or both (considered together for this purpose). Such offer may at the Seller’s option be subdivided into two or more bundles, each consisting of all or portions of one or more classes or types of MLP Securities, with a stated price for each bundle (“MLP Security Bundles”). By way of example only, some or all of a Party’s Common Units and Preferred Units may be offered in a single bundle and some or all of a Party’s Subordinated Units may be offered as a separate bundle, with a stated price for each such bundle, or all offered Covered Securities may be may be bundled together in a single offer at a single stated price.

(ii) The Responding Party shall have 10 Business Days to notify the Seller whether it elects to purchase the Offered MLP Securities in full pursuant to the terms and conditions set forth in the Seller’s Offer Notice or, if the offer by the Seller includes MLP Security Bundles, whether it elects to purchase one or more specified MLP Security Bundles included in such offer pursuant to the terms and conditions set forth in the Seller’s Offer Notice (the “Responding Party Acceptance”). The Disposition provided for in the Responding Party Acceptance (whether it applies to the Seller’s offer in full or (if applicable) only to one or more MLP Security Bundles included in such offer) shall be consummated promptly after the Responding Party Acceptance is delivered to the Seller, but in any event no later than the 30th day following the end of such 10-Business Day election period, provided that if any material approval from a Governmental Authority (including the expiration of any applicable waiting periods under the Hart-Scott-Rodino Improvements Act of 1976, as amended) is required for the consummation of such transaction, the Disposition shall occur no later than the 5th Business Day following the receipt of such material approval.

(iii) If the Responding Party fails to elect to purchase the Offered MLP Securities in full within the 10-Business Day election period specified in Section 5.5(d)(ii) (or fails to consummate the purchase of all the MLP Securities that were the subject of the Responding Party Acceptance within the second period specified in Section 5.5(d)(ii), due to a default by the Responding Party), the Seller shall so notify the Partnership. The Partnership shall have an additional

24

period of 5 Business Days from the date of its receipt of the Seller’s notice pursuant to this Section 5.5(d)(iii) to notify the Seller whether it elects to purchase the Offered MLP Securities in full or, if the offer by the Seller includes MLP Security Bundles, whether it elects to purchase one or more specified MLP Security Bundles included in such offer to the extent not covered by the Responding Party Acceptance or, if so covered, to the extent the purchase of the Offered MLP Securities subject thereto was not consummated within the second period specified in Section 5.5(d)(ii), in either case pursuant to the terms and conditions set forth in the Seller’s notice (the “Partnership Acceptance”). The Disposition of Offered MLP Securities provided for in the Partnership Acceptance (whether it applies to the Seller’s offer in full or (if applicable) only to one or more MLP Security Bundles included therein) shall be consummated promptly after the Partnership Acceptance is delivered to the Seller, but in any event within 10 Business Days after the end of such 5-Business Day election period.

(iv) If the Responding Party and the Partnership, collectively, fail to exercise their options set forth in this Section 5.5(d) with respect to the Offered MLP Securities in full, then, subject to Sections 5.5(b) and Sections 5.1(b) and (c), the Seller shall have the right, for a period of 180 days from the expiration of the additional period provided for in Section 5.5(d)(iii), to consummate the Disposition of the Offered MLP Securities (to the extent not covered by the Responding Party Acceptance or the Partnership Acceptance) to one or more third parties on terms no less favorable to the Seller than those included in the Seller’s Offer Notice (except as to price, which must be at least equal to 95% of the price stated in such notice), provided that, subject to such permitted price variation, if such offer in the Seller’s Offer Notice includes any MLP Security Bundles, they must be Disposed of as such on the same terms presented to the Responding Party and the Partnership. Notwithstanding the foregoing provisions of this Section 5.5(d)(iv), but subject to Sections 5.1(c) and 5.5(b), any of such Offered MLP Securities that are listed on a National Securities Exchange may be sold on such exchange at the then-prevailing market price on such exchange.

(v) If the Seller fails to consummate the Disposition to one or more third parties of all Offered MLP Securities (to the extent not sold to the Responding Party or the Partnership) within the 180-day period set forth in Section 5.5(d)(iv), any subsequent proposal to Dispose of such Offered MLP Securities shall be conducted in accordance with all of the procedures set forth in this Section 5.5(d). Notwithstanding the foregoing provisions of this Section 5.5(d)(v), but subject to Sections 5.1(c) and 5.5(b), any of such Offered MLP Securities that are listed on a National Securities Exchange may be sold on such exchange at the then-prevailing market price on such exchange.

(e) Alternative Actions with Respect to GP Holdco. As an alternative to a third party sale of GP Holdco Units pursuant to Section 5.5(c) if the offer of the Offered Holdco Securities is not accepted by the Responding Party or the Partnership, the Seller may, at its option, exercisable by notice to the Responding Party within 90 days from the expiration of the additional period provided for in Section 5.5(c)(iii), initiate (i) an IPO of

25

GP Holdco or (ii) subject to the Conflicts Committee’s approval of the valuation of the Common Units, (A) an exchange of 50% of the IDRs held by the General Partner or (B) an exchange of the GP Holdco Units held by the Seller, in either case for Common Units (and in the case of an exchange of IDRs, followed by a series of redemptions resulting in the redemption of the Seller’s GP Holdco Units in exchange for such Common Units). For purposes of an exchange contemplated by clause (ii) of the first sentence of this Section 5.5(e), the terms shall include the following valuation procedures: Each of the Seller and the Conflicts Committee would obtain a valuation of the IDRs or GP Holdco Units, as applicable, from an investment bank or other valuation firm of national standing, and the conversion price would be (1) the midpoint if such valuations differ by 20% or less, or (2) if such valuations differ by more than 20%, such valuators would pick a third investment bank or other valuation firm of national standing, who would conduct its own valuation, which must be no less than the lower of nor greater than the higher of the first two valuations, and such third valuation would binding on the Parties and the Partnership.

If the Seller elects one of the courses of action described in this Section 5.5(e), the Parties will cooperate in good faith and provide Voting Support with respect to the course of action so elected; provided, that if either Party or the Conflicts Committee requests a fairness opinion from an investment bank or other valuation firm with respect to an exchange provided for in clause (ii) of the first sentence of this Section 5.5(e), then the obligation of the Parties to provide Voting Support with respect to such exchange shall be conditioned upon the receipt by the board of directors of the General Partner of such fairness opinion reasonably acceptable to it.

(f) If Phase II Transactions Not Consummated. If the Phase II Transactions have not been consummated prior to January 1, 2016, then:

(i) The Parties will discuss during January 2016 possible joint action with respect to the Partnership and their investments in the Covered Securities.

(ii) Unless the Parties otherwise agree on joint action during January 2016, then at any time thereafter, if either party initiates the right of first offer process as the Seller with respect to all of its Covered Securities concurrently in accordance with Sections 5.5(c) and (d), and the Partnership and the Responding Party (considered together for this purpose) do not accept the offers for the Offered Holdco Securities and the Offered MLP Securities in full, then the Seller may, at its option, (A) elect to initiate the sale of the Partnership at a price that would yield to the Responding Party (assuming for this purpose a liquidation of the General Partner and GP Holdco) aggregate proceeds which, on a per-unit basis, are not less than the per- unit price stated in the Seller’s Offer Notices required pursuant to Sections 5.5(c)(i) and (d)(i) in connection with such right of first offer process or (B) initiate (1) an IPO of GP Holdco, or (2) (x) an exchange of 50% of the IDRs held by the General Partner or (y) an exchange of the GP Holdco Units held by the Seller, in either case for Common Units (and in the case of an exchange of IDRs, followed by a series of redemptions resulting in the redemption of the Seller’s GP Holdco Units in exchange for such Common

26

Units). For purposes of an exchange contemplated by clause (2) of the immediately preceding sentence, the valuation procedures proposed to the Conflicts Committee shall be as set forth in Section 5.5(e). The parties will cooperate in good faith and provide Voting Support with respect to any such election; provided, that if either Party or the Conflicts Committee requests a fairness opinion from an investment bank or other valuation firm with respect to such exchange, then the obligation of the Parties to provide Voting Support with respect to such exchange shall be conditioned upon the receipt by the board of directors of the General Partner of such fairness opinion reasonably acceptable to it. Notwithstanding the foregoing provisions of this Section 5.5(f)(ii), but subject to Sections 5.1(c) and 5.5(b), any of such Offered MLP Securities that are listed on a National Securities Exchange may be sold on such exchange at the then-prevailing market price on such exchange.

ARTICLE VI

COVENANTS

6.1 GP Top-Up.

(a) At the Second Closing, each of Vitol and Charlesbank shall (i) contribute to GP Holdco 50% of the aggregate capital that may be required by the General Partner in connection with its obligation to purchase additional GP Units under the Global Agreement to maintain its then-current general partnership interest in the Partnership, and (ii) cause GP Holdco to contribute such amounts to the General Partner.

(b) From and after the Second Closing Date, so long as each of the Parties continues to hold any GP Holdco Units, the Parties shall cause GP Holdco to cause the General Partner to trigger the GP top-up procedures as and when permitted pursuant to Section 5.2 of the Amended Partnership Agreement (or any successor provision thereof). In connection therewith, each of the Parties shall (i) contribute to GP Holdco 50% of the aggregate capital that may be required by the General Partner in connection therewith, and (ii) cause GP Holdco to contribute such amounts to the General Partner.

6.2 Mutual Action.

(a) From and after the Phase I Closing Date, in the event any action is required by, or any other matter arises relating to the rights or obligations of, any holder under the Convertible Debentures, Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall only take such action as they shall mutually agree.

(b) From and after the Second Closing Date, in the event any action is required by, or any other matter arises relating to the rights or obligations of, “Buyer” (as defined in the Escrow Agreement) under the Escrow Agreement, Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall only take such action as they shall mutually agree.

(c) From and after the Second Closing Date, in the event any action is required by, or any other matter arises relating to the rights or obligations of, “Buyer” (as

27

defined in the Original Vitol Purchase Agreement) under the Original Vitol Purchase Agreement, Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall only take such action as they shall mutually agree.

(d) From and after the Phase I Closing Date, in the event any decision is required of Vitol and Charlesbank as “Purchasers” under the Global Agreement (including but not limited to (i) whether to extend the Rights Offering Expiration Time (as defined in the Global Agreement) by more than 30 days if so requested by the conflicts committee of the board of directors of the General Partner, (ii) whether to consent to a request by the Partnership to postpone or adjourn the Unitholder Meeting past the Termination Date (each as defined in the Global Agreement) pursuant to Section 3.1 of the Global Agreement, (iii) whether to terminate the Global Agreement pursuant to Section 7.1(b) or (c) therein, or (iv) whether to change any of the Unitholder Proposals (as defined in the Global Agreement)), Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall only take such action as they shall mutually agree.

(e) From and after the Phase I Closing Date, so long as each of the Parties continues to hold any GP Holdco Units, in the event any preemptive rights of the General Partner become exercisable by the General Partner pursuant to Section 5.8 of the Amended Partnership Agreement (or any successor provision thereof), Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall only cause the General Partner to exercise such rights as they shall mutually agree; provided, that at the request of either Party, the Parties shall negotiate in good faith with respect to any assignment of such preemptive rights (in whole or in part) to one or more Affiliates of the General Partner as contemplated by such Section 5.8 of the Amended Partnership Agreement (or any successor provision thereof), and any preemptive rights so assigned by the General Partner may be exercised by the assignee Affiliate(s) without further consent of either Party.

6.3 Escrow Matters. Promptly following the Second Closing Date, Vitol and Charlesbank shall notify JPMorgan Chase Bank, N.A., as escrow agent under the Escrow Agreement, of the assignment from Vitol to Charlesbank of a 50% undivided interest in the Escrow Rights and Obligations, and instruct the escrow agent that any amounts distributable to Vitol under the Escrow Agreement shall instead be disbursed 50% each to Vitol and Charlesbank. Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall take all commercially reasonable actions in order to ensure that all amounts paid to “Buyer” (as defined in the Escrow Agreement) under the Escrow Agreement shall be disbursed 50% each to Vitol and Charlesbank.

6.4 New Initiatives.

(a) Promptly following the Second Closing Date, Vitol and Charlesbank, and their respective Affiliates, shall each use their commercially reasonable efforts in good faith to establish a new entity (“DevelopmentCo”) for the development and funding of new projects as mutually determined by the Parties. Initially, DevelopmentCo’s primary business activities shall be greenfield development projects, with an expectation of selling each project to the Partnership at such time as such projects become cash flow positive; however, the Parties may revise or expand this purpose from time to time by mutual agreement.

28

(b) From and after the Second Closing, each of Vitol and its Affiliates, on the one hand, and Charlesbank and its Affiliates, on the other hand, shall be responsible for. 50% of the capital necessary for projects that are mutually approved by such parties, so long as they continue to hold DevelopmentCo Units. Any equity of DevelopmentCo owned by the Parties or their respective Affiliates shall be subject to the restrictions on transfer set forth in Article V herein.

(c) In connection with the formation of DevelopmentCo, Vitol and Charlesbank (or their respective Affiliates, as applicable) shall execute a limited liability company agreement (or other similar agreement) substantially similar as the Restated GP Holdco LLC Agreement, including but not limited to the governance provisions set forth therein.

(d) For the avoidance of doubt, in the event a project proposed to DevelopmentCo (whether by Vitol, Charlesbank, the Partnership or otherwise) is approved by one Party (or its Affiliates) for development in DevelopmentCo and such proposal is not approved by the other Party (or its Affiliates) within 30 days, nothing in this Section 6.4 shall in any way restrict the approving Party (or its Affiliates) from developing and/or funding such project outside of DevelopmentCo.

6.5 Consideration of Sale. From and after January 1, 2012, if and so long as the Phase II Transactions have not been completed, each year representatives of the Parties shall meet to conduct an economic assessment of a sale or liquidation of the Partnership. Such meeting shall be convened at a time and place mutually agreeable to each Party’s representatives.

6.6 Exercise of Registration Rights. If any Party (a) exercises its registration rights under the Registration Rights Agreement or (b) desires to exercise any registration rights under the Amended Partnership Agreement, the non-exercising Party will cooperate in good faith with respect to any such registration demand, including, without limitation, providing Voting Support.

6.7 Contribution of GP Units. Prior to the Second Closing, Vitol will (a) contribute all of the GP Units to GP Holdco, free and clear of any and all Encumbrances, in exchange for all the units of limited liability membership interest in GP Holdco, free and clear of any and all Encumbrances, and (b) execute the Original GP Holdco LLC Agreement as the sole member of GP Holdco.

6.8 Conduct of Business. From the date of execution of this Agreement until the Second Closing, Vitol covenants and agrees that, unless Charlesbank otherwise agrees in writing, and except as otherwise contemplated by the Global Agreement or this Agreement, Vitol shall cause GP Holdco, the General Partner, the Partnership and their respective Subsidiaries to operate in the usual and ordinary course of business consistent with past practices and shall not permit GP Holdco, the General Partner, the Partnership or any of their respective Subsidiaries to:

(a) amend any of their respective organizational documents;

29

(b) sell, assign, transfer, lease or otherwise dispose of any assets other than in the ordinary course of business consistent with past practices;

(c) amend or modify in any respect, the provisions of the New Credit Agreement or any other agreement evidencing indebtedness of any such entity;

(d) merge or consolidate with, or purchase any material assets or business of, or equity interest in, or make an investment in any Person (other than extensions of credit to customers in the ordinary course of business);

(e) issue, sell or otherwise dispose of, or grant any Encumbrance with respect to, any equity interests, notes, bonds or other securities of such entity or any option, warrant or right to acquire same other than as contemplated by the Global Agreement or this Agreement or borrowings in the ordinary course under the New Credit Agreement;

(f) (i) redeem, purchase or acquire, or offer to purchase or acquire, any of their outstanding securities, (ii) effect any reorganization or recapitalization, (iii) split, combine or reclassify any of the their securities, or (iv) declare, set aside or pay any dividend or other distribution in respect of its equity securities;

(g) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(h) enter into, assume, amend, modify, cancel, waive, assign any material rights or obligations under, or otherwise change in any material respect, any material contract other than in the ordinary course of business consistent with past practices;

(i) terminate the employment of any executive office or key manager of any of the Partnership Companies other than for cause; or

(j) approve or enter into any transactions or agreements or take any other actions which would require joint approval of Vitol and Charlesbank after the Second Closing.

6.9 Cooperation; Further Assurances. Subject to the terms and conditions of this Agreement, each Party will use commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, desirable or advisable under applicable Laws, so as to enable consummation of the matters contemplated hereby, including obtaining any third party approval that is required to be obtained by the Party in connection with the transactions contemplated hereby and the other matters contemplated by this Agreement, and using commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the matters contemplated hereby, and using commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the matters contemplated hereby or seeking material damages, and each Party will cooperate fully with the other Parties to that end, and will furnish to the other Parties copies of all correspondence, filings and communications between it and its Affiliates, on the one hand, and any Governmental Authority, on the other

30

hand, with respect to the matters contemplated hereby. From and after the date hereof, the Parties will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the provisions hereof.

6.10 Press Releases. No Party will, without the prior approval of the other Parties hereto, issue any press release or written statement for general circulation relating to the matters contemplated hereby, except as otherwise required by applicable Law, in which case the Party making such disclosure will consult with the other applicable Parties before issuing any such press release or written statement.

6.11 Notification of Certain Matters. Each Party hereto will give prompt notice to the other Parties of any fact, event or circumstance known to it that would, or is reasonably likely to, cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein.

ARTICLE VII

INDEMNIFICATION

7.1 Survival. All representations and warranties of Vitol and Charlesbank contained in this Agreement shall survive the Phase I Closing and Second Closing indefinitely, except that the representations and warranties set forth in Section 4.2 shall survive the Phase I Closing and Second Closing through the last day of the twelfth month following the Second Closing Date. No Party shall have any liability for indemnification claims made under this Article VII with respect to any such representation or warranty unless a Claim Notice (as provided in Sections 7.3(a) or (d) as applicable) is provided by the non-breaching Party to the other Party prior to the expiration of the applicable survival period for such representation or warranty. If such Claim Notice has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period for such representation or warranty, then the applicable representation or warranty shall survive as to such claim, until such claim has been finally resolved.

7.2 Indemnification.

(a) Subject to the provisions of this Article VII, from and after the date hereof, Vitol shall indemnify and hold harmless Charlesbank, Charlesbank’s Affiliates and their respective Representatives (the “Charlesbank Indemnified Parties”) from and against all Losses that the Charlesbank Indemnified Parties incur arising from any breach of any representation, warranty or covenant of Vitol in this Agreement. Except in the case of fraud, the rights of Charlesbank hereunder shall be the exclusive rights and remedies available to Charlesbank with respect to claims for breaches of any representation, warranty or covenant of Vitol in this Agreement.

(b) Subject to the provisions of this Article VII, from and after the date hereof, Charlesbank shall indemnify and hold harmless Vitol, Vitol’s Affiliates and their respective Representatives (the “Vitol Indemnified Parties”) from and against all Losses that the Vitol Indemnified Parties incur arising from or out of any breach of any

31

representation, warranty or covenant of Charlesbank in this Agreement. Except in the case of fraud, the rights of Vitol hereunder shall be the exclusive rights and remedies available to Vitol with respect to claims for breaches of any representation, warranty or covenant of Charlesbank in this Agreement.

7.3 Indemnification Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows:

(a) Any Charlesbank Indemnified Party or Vitol Indemnified Party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 7.2 shall promptly (i) notify the other Party (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.

(b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article VII), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 7.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation.

32

(c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable out-of-pocket cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(d) Subject to the other provisions of this Article VII, a claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the Party from whom indemnification is sought.

(e) In the event an Indemnified Party shall recover Losses in respect of a claim of indemnification under this Article VII, no other Indemnified Party shall be entitled to recover the same Losses in respect of a claim for indemnification.

7.4 Limitations on Liability. Except in the case of fraud, Vitol’s aggregate liability arising out of or relating to Section 7.2(a) shall not exceed the Purchase Price.

7.5 Waiver of Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF VITOL OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED UNITS, THE PARTNERSHIP COMPANIES, THEIR ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

7.6 Purchase Price Adjustment. The Parties agree to treat all payments made pursuant to this Article VII as adjustments to the Purchase Price for tax purposes.

33

ARTICLE VIII

TERMINATION

8.1 Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transactions contemplated hereby that have not been consummated prior to such termination may be abandoned:

(a) by the mutual consent of each of the Parties in a written instrument;

(b) by either Vitol or Charlesbank if (i) the Phase I Closing shall not have been consummated by 11:59 p.m., prevailing Eastern time, on the date that is 30 days from the date hereof, or (ii) the Second Closing shall not have been consummated by 11:59 p.m., prevailing Eastern time, on the date that is 30 days from the Phase I Closing Date; provided, that such Party (x) has not materially breached any of its representations and warranties set forth in this Agreement or any Ancillary Agreement, and (y) has performed and complied, in all material respects, with its covenants and obligations required by this Agreement or any Ancillary Agreement to have been performed or complied with before that time, and provided, further, that either such date may be extended by mutual written consent of the Parties;

(c) by either Vitol or Charlesbank if any Governmental Authority has issued a Law or Order or regulation or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated hereby or making any of the transactions contemplated hereby illegal and such Law or Order or other action has become final and nonappealable (provided, that the terminating party is not then in breach of Section 6.8); or

(d) by either Vitol or Charlesbank if the other Party is in material breach of any representation, warranty, covenant, or other obligation set forth in this Agreement or any Ancillary Agreement, and, in each case, such breach is not cured within thirty (30) calendar days of receipt of written notice from the Party identifying such breach; provided, that such Party (i) has not materially breached any of its representations and warranties set forth in this Agreement or any Ancillary Agreement, and (ii) has performed and complied, in all material respects, with its covenants and obligations required by this Agreement or any Ancillary Agreement to have been performed or complied with before that time.

8.2 Effect of Termination. If this Agreement is terminated as provided in Section 8.1, the terminating Party will promptly give written notice thereof to the other Parties specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement will be null and void and, except as provided in Article VIII and Section 9.1 or as otherwise expressly provided herein, no Party will have any rights or obligations under this Agreement, except that no such termination (i) will relieve any Party from liability for damages for any willful and material breach of any agreement or covenant contained herein, or (ii) will affect any transactions provided for herein that shall have been consummated prior to such termination.

34

ARTICLE IX

MISCELLANEOUS

9.1 Fees and Expenses. Whether or not any or all of the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. This Section 9.1 will survive any termination of this Agreement.

9.2 Entire Agreement; Third Party Beneficiaries. This Agreement and the exhibits and schedules hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. Except for the provisions of Sections 5.1(c) and 7.2, which are intended to be enforceable by the Persons respectively referred to therein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any rights or remedies under or by reason of this Agreement.

9.3 Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors and permitted assigns.

9.4 Assignments. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of all of the other Parties; provided, however, that notwithstanding the foregoing or anything to the contrary contains in this Agreement, each Party shall have the right to assign all of its rights, interests and obligations under this Agreement to any Affiliate of such Party without the prior written approval of any other Party.

9.5 Notices. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and then three Business Days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

Notice to Vitol:

Blueknight Energy Holding, Inc.

1100 Louisiana

Suite 5500

Houston, Texas 77002

Fax: (713) 230-1111

Email: jcd@vitol.com

Attn: Mr. James C. Dyer, IV

35

With copies to (which shall not constitute notice):

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, NW

Washington, DC 20004-2415

Fax: (202) 637-3593

Email: james.darrow@sutherland.com

Attn: James D. Darrow

Notice to Charlesbank:

CB-Blueknight, LLC

c/o Charlesbank Capital Partners

200 Clarendon Street, 54th Floor

Boston, Massachusetts 02116

Fax: (617) 619-5402

Email: jbiotti@charlesbank.com

Attn: Mr. Jon M. Biotti

With copies to (which shall not constitute notice)

Charlesbank Capital Partners

200 Clarendon Street, 54th Floor

Boston, Massachusetts 02116

Fax: (617) 619-5402

Email: tnason@charlesbank.com

Attn: Tami E. Nason

and

Gardere Wynne Sewell LLP

1601 Elm Street, Suite 3000

Dallas, Texas 75201

Fax: (214) 999-3245

E-mail: rsarfatis@gardere.com

Attn: Robert Sarfatis

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, facsimile, ordinary mail, or electronic mail). Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

9.6 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement.

36

9.7 Time. Time is of the essence in the performance of this Agreement.

9.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

9.9 Amendments and Waivers. No amendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid, unless the same will be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

9.10 Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

9.11 Governing Law. This Agreement and the performance of the transactions contemplated hereby and obligations of the Parties hereunder will be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of Law principles. Each of the Parties agrees that this Agreement (i) involves at least $100,000.00 and (ii) has been entered into by the Parties in express reliance on 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (A) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (B)(1) to the extent such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and (2) that service of process may, to the fullest extent permitted by law, also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B)(1) or (2) above shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such Party personally within the State of Delaware.

9.12 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof, if both the economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner adverse to any Party.

9.13 Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

9.14 Remedies. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations, or remedies otherwise available at Law or in equity. Nothing herein will be

37

considered an election of remedies. The Parties acknowledge and agree that the Parties would be damaged irreparably in the event that the obligations to consummate the transactions contemplated hereby are not performed in accordance with their specific terms or this Agreement is otherwise breached, and that in addition to remedies, other than injunctive relief and specific performance, that the Parties may have under law or equity, the Parties shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

[Remainder of page intentionally left blank]

38

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized representatives effective as of the date first written in the preamble to this Agreement.

[Signature Page to Purchase, Sale & Co-Investment Agreement]

Exhibit G

EXECUTION VERSION

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.,

CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP

CHARLESBANK EQUITY FUND VII, LIMITED PARTNERSHIP

AND

VITOL REFINING GROUP B.V.

July 19, 2016

TABLE OF CONTENTS

i

ii

iii