exhibit10-1.htm


    Exhibit 10.1


      
        Execution
Version

      

       

      


       

      


       

      


      
        

        

      

       

      OMNIBUS
AGREEMENT

       

      by
and among

       

      BKEP
OPERATING, L.L.C.,

       

      BKEP
CRUDE, L.L.C.,

       

      BKEP
MANAGEMENT, INC.,

       

      and

       

      VITOL
INC.

       

      effective
as of

       

      January
1, 2010

      
        


         

      

      
        

        

      

        

      
        
          
             

          

           


        

        
           


          
          

        

        
           


        

      


      
        	
                OMNIBUS
      AGREEMENT

              


      

       

          This OMNIBUS
AGREEMENT (this “Agreement”), dated as of February 15, 2010 but effective as of
January 1, 2010 (the “Effective Date”), is entered into by and among BKEP
Operating, L.L.C., a Delaware limited liability company (“Operating”), BKEP
Crude, L.L.C., a Delaware limited liability company (“Crude Operating”), BKEP
Management, Inc., a Delaware corporation (the “Management Company”; and
collectively with Operating and Crude Operating, the “Provider”), and Vitol
Inc., a Delaware corporation (the “Customer”).  The above-named
entities are sometimes referred to in this Agreement each as a “Party” and
collectively as the “Parties.”   

       

      R
E C I T A L S

       

          WHEREAS, the
Provider and certain of its Affiliates (as defined below) provide crude oil
terminalling, storage, gathering and transportation services and employ the
individuals associated in providing such services;

       

          WHEREAS, the
Customer’s crude oil marketing division provides crude oil marketing
services;

       

          WHEREAS, the
Customer desires to use certain of the Provider’s and its Affiliates’ employees,
consultants and agents in the operation of the Customer’s business;

       

          WHEREAS, the
Provider desires to provide a percentage of the time, talent, effort and
services of certain of its and its Affiliates’ employees, consultants and agents
to the Customer and the Customer desires to receive the time, talent, effort and
services of such employees, consultants and agents and reimburse the Provider
for costs associated with such employees, consultants and/or agents on the terms
and conditions set forth herein.

       

          NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement,
the Parties hereby agree to the following terms and
conditions. 

       

      A
G R E E M E N T

       

      Section
1.    Definitions.

       

          1.1     
In this
Agreement, unless the context requires otherwise, the terms defined in the
preamble and recitals have the meanings indicated therein and the following
terms will have the meanings indicated below.

       

          “Affiliate”
means, in relation to a Party, any Person that (i) directly or indirectly
controls such Party, (ii) is directly or indirectly controlled by such
Party or (iii) is directly or indirectly controlled by a Person that
directly or indirectly controls such Party.  For this purpose, “control” of
any entity or Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of any Person,
whether through the ownership of a majority of equity interests or voting power
or control in fact of the entity or Person or otherwise.   For
purposes of this Agreement, Blueknight Energy Partners G.P., L.L.C. and its
direct and indirect subsidiaries (including the Provider) shall not be deemed to
be Affiliates of the Customer, and the Customer and its Affiliates (other
Blueknight Energy Partners G.P., L.L.C. and its direct and indirect
subsidiaries) shall not be deemed to be Affiliates of the
Provider. 

       

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

       

      
        
           


        

        
          1

          
          

        

        
           


        

      


          “Applicable
Law” means, with respect to any Governmental Authority, (i) any law,
statute, regulation, code, ordinance, license, decision, order, writ,
injunction, decision, directive, judgment, policy, decree and any judicial or
administrative interpretations thereof, (ii) any agreement, concession or
arrangement with any other Governmental Authority and (iii) any license,
permit or compliance requirement, in each case applicable to either Party and as
amended or modified from time to time. 

       

          “Business
Day” means each calendar day, excluding Saturdays, Sundays, or other holidays
observed by the Provider. 

       

          “Customer”
has the meaning assigned to such term in the preamble.

       

          “Designated
Persons” means the employees, consultants and/or agents of the Provider or its
Affiliates listed on Exhibit A hereto, as amended from time to time by the
Parties.

       

          “Effective
Date” has the meaning assigned to such term in the preamble.

       

          “Escalation
Rate” means the greater of (i) the annual increase (if any) for the average
Consumer Price Index for Tulsa and Oklahoma City, Oklahoma, as reported by the
US Bureau of Labor Statistics, and (ii) three percent (3.0%).

       

          “Event of
Default” has the meaning assigned to such term in Section 8.2.

       

          “Governmental
Authority” means any foreign or U.S. federal, state, regional, local or
municipal governmental body, agency, instrumentality, board, bureau, commission,
department, authority or entity established or controlled by a government or
subdivision thereof, including any legislative, administrative or judicial body,
or any person purporting to act therefor. 

       

          “Indemnification
Claim” has the meaning assigned to such term in Section 6.4. 

       

          “Indemnitees”
has the meaning assigned to such term in Section 6.1. 

       

          “Indemnitor”
has the meaning assigned to such term in Section 6.1. 

       

          “Liability”
means any obligation, liability, charge, deficiency, assessment, interest,
penalty, judgment, award, cost or expense of any kind (including reasonable
attorneys’ fees, other fees, court costs and other disbursements), including
obligations based on theories of negligence or strict liability.  The
term also includes any liability that directly or indirectly arises out of or is
related to any claim, proceeding, judgment, settlement or judicial or
administrative order made or commenced by any third party or Governmental
Authority.

       

          “Parties” has
the meaning assigned to such term in the preamble.

       

          “Person”
means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government body
or agency or political subdivision thereof or other entity.

       

          “Provider”
has the meaning assigned to such term in the preamble.

       

          “Term” has the meaning assigned
to such term in Section 8.1. 

       


      
        
           


        

        
          2

          
          

        

        
           


        

      


         1.2   Unless
the context requires otherwise: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
references to Articles and Sections refer to Articles and Sections of this
Agreement; (iii) the terms “include”, “includes”, “including” or words of like
import shall be deemed to be followed by the words “without limitation”; and
(iv) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a
whole and not to any particular provision of this Agreement.  The
headings of the sections and subsections of this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement.

       

      Section
2.   Provision of Designated
Persons. 

       

          2.1   During
the period commencing on the Effective Date and, except as otherwise provided
herein, continuing until the expiration of the Term of the Agreement, the
Provider or its Affiliates will provide to the Customer the use of the
Designated Persons as the Customer determines in good faith is needed to manage
its operations; provided, that the
provision of such Designated Persons to the Customer does not interfere with the
operations or business of the Provider and its Affiliates as determined by the
Provider or its Affiliate, as the case may be, in its sole
discretion.

       

          2.2   The
Customer shall reimburse the Provider an amount equal to:

       

              (a) the
wages, salaries, bonuses, make whole payments paid to the Designated Person, if
any, payroll taxes and the cost of all employee benefits (such as 401(k),
pension, and health insurance benefits) of each Designated Person, in each case
as adjusted to properly reflect the time spent by such Designated Person in the
performance services for the Customer, an estimation of which is provided on
Exhibit A
hereto; plus

       

              (b) all
direct expenses, including, without limitation, any travel and entertainment
expenses, incurred by each Designated Person in connection with such Designated
Person’s provision of services for the Customer; plus

       

              (c) a monthly
charge of $1,500.00 per Designated Person for each Designated Person that
performs services for the Customer during any portion of such month; plus

       

              (d) the sum
of subsections (a) through (c) above multiplied by
0.10.

       

          2.3   The
Designated Persons will at all times remain employees, consultants and/or agents
of the Provider.  They will continue to be compensated under the
various employee compensation and benefit plans of the Provider and its
Affiliates.  In addition, they may be eligible to receive benefits and
awards under compensation plans established by the Provider and its
Affiliates.

       

          2.4   The
Provider shall have sole discretion regarding the employment or engagement
status, including the termination of employment of an employee or termination of
the engagement of a consultant or agent, if applicable, of each Designated
Person.  If any Designated Person’s employment as an employee or
engagement as a consultant or agent is terminated by the Provider during the
Term, or if a Designated Person otherwise leaves the employ of the Provider or
terminates his or her engagement as a consultant or agent of the Provider during
the Term, then such individual shall no longer be considered a Designated Person
for purposes of this Agreement; provided, that the
Customer shall be liable to the Provider for any reimbursable costs under Section 2.2 incurred
by such individual prior to or on the date of termination of employment by the
Provider or by such individual; provided, further that Customer
shall reimburse Provider for any severance costs related to the termination of a
Designated Person if such termination was requested by Customer or if Customer
requested that such person be removed from Exhibit A.

       


      
        
           


        

        
          3

          
          

        

        
           


        

      


          2.5   If the
Provider terminates the employment or the engagement of a Designated Person and
(i) the Provider is unable or unwilling to provide another employee, agent or
consultant to Customer that is able to provide similar services as those
provided by the terminated employee, agent or consultant and (ii) such
termination materially impacts the services being provided by Provider’s
employees, agents and consultants for Customer, then Customer shall have the
right to terminate this Agreement in its sole discretion.

       

          2.6   If for
any month a Designated Person has spent more than 80% of his or her time
performing services for the Customer, then, during the following three months,
the Customer shall have the right to request that such Designated Person be
transitioned from an employee, agent or consultant of the Provider to an
employee, agent or consultant of the Customer; provided, that the
Customer shall be responsible for all costs and expenses associated with the
transition of such Designated Person, including any severance costs associated
with such Designated Person’s termination of employment or engagement with the
Provider.  The Parties agree to use their commercially reasonable
efforts to facilitate the transition of any such Designated Person.

       

          2.7   The
Provider shall not, without the consent of the Customer (such consent not to be
unreasonably withheld, conditioned or delayed) increase the annual wages,
salaries, make whole payments, bonuses and employee benefits of each Designated
Person by more than the Escalation Rate.  If the Provider increases
such compensation of a Designated Person by more than the Escalation Rate
without obtaining the consent of the Customer, then any such increase in excess
of the Escalation Rate shall not be a reimbursable expense pursuant to Section 2.2 until
such consent has been obtained.

       

      Section
3.   Payment. 

       

          3.1   Within
twenty (20) days following the end of each month during the Term, the Provider
shall submit to the Customer an invoice or report specifying the reimbursable
costs of each Designated Person pursuant to Section 2.2 for such
preceding month.

       

          3.2   All
amounts due the Provider pursuant to this Agreement shall be due and payable as
of the twenty-fifth (25th) day of each month.  Payment must be made by
electronic wire transfer of same day available federal funds to the Provider’s
or its Affiliate’s bank account as indicated on the Provider’s
Invoice.  Invoices may be sent by electronic mail and telephone
facsimile.

       

      Section
4.   Nature of the
Relationship. 

       

          4.1   The
relationship of the Parties under this Agreement is and shall be limited to one
of contract.  Neither the contractual relationship between the Parties
established hereby nor any provision of this Agreement shall be construed to
create a partnership or joint venture between the Parties, or make either Party
in any way responsible for the indebtedness, obligations, legal compliance or
other liabilities of the other Party, except as specifically herein
provided.  Neither Party shall have any authority or power to act for
or bind the other or to encumber, lease or convey any part of or interest in the
other Party’s property.  The Parties shall develop procedures and
practices so that the interests of any Party are not favored or required to be
preferred over the interests of the other, except as provided
herein.

       

          4.2   Except as
provided herein, this Agreement shall not in any manner (i) limit the
Parties in carrying on their respective separate businesses or activities,
(ii) impose upon either Party any fiduciary duty vis-a-vis the other or
(iii) impose upon either Party any obligation or liability.

       


      
        
           


        

        
          4

          
          

        

        
           


        

      


      Section
5.   Disclaimer of Warranties;
Limitation of Liabilities. 

       

          5.1   THE
PROVIDER MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ANY
OF THE SERVICES PROVIDED BY THE DESIGNATED PERSONS AND THE PROVIDER DISCLAIMS
ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT FOR THE
PARTIES’ INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES,
THE PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL
DAMAGES ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIFIC
PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT,
CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT.

       

      Section
6.   Indemnity.

       

          6.1   Subject
to Section 5,
each Party (each an “Indemnitor”) shall defend, indemnify, and hold harmless the
other Party, each of such Party’s Affiliates, and the officers, employees,
directors, representatives and agents of such Party and its Affiliates
(collectively, “Indemnitees”) from and against any and all Liabilities to the
extent that they result from, arise out of or relate to (a) an Indemnitor’s (i)
breach of this Agreement, (ii) failure to comply with Applicable Law or (b) any
gross negligence or willful misconduct of such Indemnitor, its Affiliates or its
officers, employees, directors, managers, representatives or agents in
connection with the performance of such Party’s obligations under this
Agreement.  Such Liabilities shall include, but not be limited to,
reasonable attorneys’ fees and any other out-of-pocket expenses incurred by an
Indemnitee in defending or prosecuting any lawsuit or action that arises out of
the performance of this Agreement.  Notwithstanding the foregoing,
however, an Indemnitor shall not be liable to defend, indemnify or hold harmless
any Indemnitee for any Liabilities arising out of or resulting from the gross
negligence or willful misconduct of such Indemnitee.

       

          6.2   In
addition to the indemnification obligations contained in Section 6.1 above,
the Customer shall defend, indemnify, and hold harmless the Provider, each of
the Provider’s Affiliates, and the officers, employees, directors,
representatives and agents of the Provider and its Affiliates from and against
any and all Liabilities to the extent that they result from, arise out of or
relate to any allegation, claim, administrative finding or judicial
determination that the Provider or its Affiliates, by virtue of its performance
of this Agreement is an ‘operator’ or ‘generator’ under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, or
analogous state laws, of any real property owned, operated, leased or occupied
by the Customer.  For purposes of Section 6, the
Customer shall be an “Indemnitor” and the Provider and its Affiliates and their
respective officers, employees, directors and agents shall be
“Indemnitees”.

       

          6.3   The
Parties’ obligations to defend, indemnify and hold each other harmless under the
terms of this Agreement shall not vest any rights in or be enforceable by any
third party, whether a Governmental Authority or private entity, nor shall they
be considered an admission of liability or responsibility for any purposes other
than those enumerated in this Agreement.  The terms of this Agreement
are enforceable only by the Parties and their permitted successors and assigns,
and no third party, including any stockholder or owner of Customer, shall have a
separate right to enforce any provision of this Agreement, or to compel any
Party to comply with the terms of this Agreement. 

       


      
        
           


        

        
          5

          
          

        

        
           


        

      


          6.4   The
Indemnitee shall notify the Indemnitor as soon as practicable after receiving
notice of any claim or proceeding brought against it that might give rise to an
indemnity claim under this Agreement (an “Indemnification Claim”) and shall
furnish to the Indemnitor the complete details within its
knowledge.  Any delay or failure by the Indemnitee to give notice to
the Indemnitor shall not relieve the Indemnitor of its obligations except to the
extent, if any, that the Indemnitor shall have been materially prejudiced by
reason of such delay or failure. 

       

          6.5   The
Indemnitor shall have the right to assume the defense, at its own expense and by
its own counsel, of any Indemnification Claim; provided, however, that such
counsel is reasonably acceptable to the Indemnitee  Notwithstanding
the Indemnitor’s appointment of counsel to represent an Indemnitee, the
Indemnitee shall have the right to employ separate counsel reasonably acceptable
to the Indemnitor, and the Indemnitor shall bear the reasonable fees, costs and
expenses of such separate counsel if in the Indemnitee’s reasonable judgment (i)
the use of counsel chosen by the Indemnitor to represent the Indemnitee would
present such counsel with a conflict of interest or defenses that are available
to the Indemnitee that are not available to the Indemnitor or (ii) the
Indemnitor shall not have employed counsel to represent the Indemnitee within a
reasonable time after notice of the institution of such Indemnification
Claim.  If requested by the Indemnitor, the Indemnitee Party agrees to
reasonably cooperate with the Indemnitor and its counsel in contesting any claim
or proceeding that the Indemnitor defends, including, if appropriate, making any
counterclaim or cross-complaint.  All reasonably incurred costs and
expenses incurred in connection with the Indemnitee’s cooperation shall be borne
by the Indemnitor.   

       

          6.6   Settlement.  No
Third Party Claim may be settled or compromised by (i) the Indemnitee without
the written consent of the Indemnitor or (ii) by the Indemnitor without the
written consent of the Indemnitee. 

       

      Section
7.   Notice.

       

          7.1   Any
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if (i) hand delivered personally,
(ii) mailed by certified or registered mail, return receipt requested, (iii)
sent by Federal Express or other express carrier, fee prepaid, (iv) sent via
facsimile with receipt confirmed or (v) sent via electronic email with receipt
confirmed, provided that such notice or communication is addressed to the
respective Parties at the following addresses.

       

       If
to the Provider:

      


      BKEP
Management, Inc.

      Attn:  Chief
Financial Officer

      6120
South Yale, Suite 500

      Tulsa, OK
74136

      Facsimile
No. (918) 237-4001

      


      If to the
Customer:

      


      Vitol,
Inc.

       Crude
Oil Marketing Division, U.S.A.

      Attn:
M.A. Loya

      1100
Louisiana Street

      Suite
5500

      Houston
TX 77002

      Facsimile
No. (713) 230- 1111

       


      
        
           


        

        
          6

          
          

        

        
           


        

      


      Section
8.   Term and Termination
. 

       

          8.1   The
initial term of this Agreement (the “Initial Term”) begins on the Effective Date
and ends on December 31, 2013.  At the end of the Initial Term, this
Agreement will automatically extend for successive periods of one year each
(each such period being an “Extended Term”), unless either Party notifies the
other at least one-hundred and eighty (180) days before the end of the Initial
Term or the then-current Extended Term, if any, that it desires to terminate the
Agreement effective at the end of the Initial Term or the then current Extended
Term, if any.  The Initial Term together with all Extended Terms, if
any, will be deemed the “Term” of this Agreement.

       

          8.2   The
occurrence of any of the following events shall constitute an “Event of Default”
hereunder: 

       

              (a) either
Party fails to pay any sum owed by it to the other Party under this Agreement
within ten (10) Business Days of the due date of such
payment; 

       

              (b) either
Party fails to satisfy any obligation or render any performance to the other
Party or breaches any covenant made to the Party under this Agreement, which
breach of obligation, performance or covenant, if capable of being cured, is not
cured to the reasonable satisfaction of the other Party within twenty (20)
Business Days from the date that such Party receives notice that corrective
action is needed; 

       

              (c) either
Party files a petition in bankruptcy or otherwise becomes subject to the
jurisdiction of a bankruptcy court; 

       

              (d) the
Customer ceases to be the beneficial owner of Blueknight Energy Partners G.P.,
L.L.C.;

       

              (e) either
Party to this Agreement shall repudiate, deny or disaffirm its obligations under
this Agreement; or

       

              (f) this
Agreement is cancelled, terminated, revoked or rescinded without the express
prior consent of the other Party (except for a termination under Section 8.4 hereof),
or any proceeding shall have been commenced by any person (other than either
Party) seeking to cancel, revoke, rescind or disaffirm the obligations of any
Party to this Agreement (unless such Party is contesting the proceeding in good
faith and such proceeding is withdrawn or dismissed with prejudice within twenty
(20) Business Days).

         

          8.3   The
waiver by the non-defaulting Party of any right under this Agreement will not
operate to waive any other such right nor operate as waiver of that right at any
future date upon another default by either Party under this Agreement.  The
remedies provided in this Agreement are not exclusive and, except as otherwise
expressly limited by this Agreement, are in addition to all other remedies of
the non-defaulting Party at law or in equity. 

       

          8.4   Upon the
occurrence and during the continuance of an Event of Default, and at any time
thereafter, the non-defaulting Party may, by delivery of written notice to the
defaulting Party, take any or all of the following actions, without prejudice to
the rights of the non-defaulting Party to enforce its claims against the
defaulting Party and to enforce any other remedies provided by law:
(a) withhold or suspend its performance under this Agreement without prior
notice; (b) immediately terminate this Agreement in whole or in part; and
(c) enforce any and all rights and interests created and existing under
this Agreement or arising under Applicable Law, including, without limitation,
all rights and remedies existing under any security documents and all rights of
setoff.  The enumeration of the foregoing rights is not intended to be
exhaustive and the exercise of any right shall not preclude the exercise of any
other rights, all of which shall be cumulative.

       


      
        
           


        

        
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          8.5   Each
Party’s obligations to perform its obligations under this Agreement shall end as
of the effective date of its expiration or termination in accordance with this
Agreement; provided, however, that each
Party shall remain liable to the other hereunder with respect to (i) any
obligations accruing under this Agreement prior to the effective date of such
termination, including any indemnification obligations provided hereunder or
(ii) as otherwise provided in this Agreement.  Notwithstanding
anything in this Agreement to the contrary, Sections 5, 6, 8, and 9.5 shall survive the
expiration or termination of this Agreement. 

       

      Section
9.   Construction of
Agreement. 

       

          9.1   Amendment or
Waiver.  This Agreement may not be amended, modified or waived
except by written instrument executed by officers or duly authorized
representatives of the respective Parties.

       

          9.2   Assignment.  This
Agreement shall be personal to each Party and no Party may assign or transfer
(directly or indirectly, by merger, consolidation, operation of law or
otherwise) its rights or obligations hereunder without the prior written consent
of the other Party, such consent not to be unreasonably withheld, conditioned or
delayed; provided, however, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate or any purchaser of or successor to all or substantially
all of the assets or business of such Party.  This Agreement shall
inure to the benefit of, and shall be binding upon, the Parties and their
respective permitted successors and assigns.

       

          9.3   Severability. 
Any provision of this Agreement that is prohibited or not enforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective only to the extent
of the prohibition or lack of enforceability without invalidating the remaining
provisions of this Agreement, or affect the validity or enforceability of those
provisions in another jurisdiction or the validity or enforceability of this
Agreement as a whole. 

       

          9.4   Entire Agreement and
Conflict with Attachments.  This Agreement (including Attachments)
contains the entire and exclusive agreement between the Parties with respect to
the subject matter hereof, and there are no other promises, representations, or
warranties affecting it.  The terms of this Agreement may not be
contradicted, explained or supplanted by any usage of trade, course of dealing
or course of performance and any other representation, promise, statement or
warranty made by either Party or their agents that differs in any way from the
terms contained herein will be given no force or effect.  In the case
of any conflict between the body of this Agreement and any of its Attachments,
the terms contained in the Attachments will govern. 

       

          9.5   Law.  This
Agreement will be construed and governed by the laws of the State of Texas
except the choice of law rules of that State that may require the
application of the laws of another jurisdiction. 

       

          9.6   Counterparts. 
This Agreement may be executed in any number of counterparts each of which, when
so executed and delivered (including by facsimile or electronic mail
transmission), will be deemed original but all of which together will constitute
one and the same instrument.

       

          9.7   Further
Assurances.  Subject to the terms and conditions of this
Agreement, each of the Parties hereto will use commercially reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary under Applicable Laws to consummate the transactions
contemplated by this Agreement.

       


      
        
           


        

        
          8

          
          

        

        
           


        

      


          9.8   No Third-Party
Beneficiaries.  Except as provided in Section 6, nothing
contained in this Agreement, expressed or implied, is intended or shall be
construed to confer upon or give to any Person (including any limited partners
of Blueknight Energy Partners, L.P.) other than the Parties hereto and their
successors or permitted assigns, any rights or remedies under or by reason of
this Agreement.

       

          9.9   No Strict
Construction.  The Parties to this Agreement have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises with respect to this
Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or
disfavoring a Party by virtue of the authorship of any of the provisions of this
Agreement.

       

      


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          9

          
          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Parties hereto have made and executed this Agreement as of the date hereof to be
effective as of the Effective Date.

       

      

        PROVIDER

         

        BKEP
Operating, L.L.C.

         

         

        By /s/
Alex G. Stallings

        Name: Alex G. Stallings

        Title: Chief Financial Officer

         

         

        BKEP
Crude, L.L.C.

         

         

        
          By /s/
Alex G. Stallings

          Name: Alex G. Stallings

          Title: Chief Financial
Officer

        

         

        BKEP
Management, Inc.

         

         

        
          By /s/
Alex G. Stallings

          Name: Alex G. Stallings

          Title: Chief Financial
Officer

        

        


         

        CUSTOMER

         

        Vitol
Inc.

         

         

        By /s/ M.A.
Loya

        Name: M.A. Loya

        Title: President


         

      


      
        
          
            Signature Page to Omnibus
Agreement

          

           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
A

      


      DESIGNATED
PERSONS

      


      
        	
                Designated
      Person

              	
                Estimated
      Percentage of Time Providing Services for the Provider

              	
                Estimated
      Percentage of Time Providing Services for the Customer

              
	
                Joe
      Simon

              	
                0%

              	
                100%

              
	
                Hal
      Holiday

              	
                0%

              	
                100%

              
	
                Billy
      Wilson

              	
                0%

              	
                100%

              
	
                Sam
      Brock

              	
                0%

              	
                100%

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      


      



      
        
          
            Exhibit
A