8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 1, 2011

BLUEKNIGHT ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	001-33503	20-8536826
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

Two Warren Place 6120 South Yale Avenue, Suite 500 Tulsa, Oklahoma	74136
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (918) 237-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 1, 2011, Blueknight Energy Partners, L.P. (the “Partnership”), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto entered into a First Amendment to Credit Agreement (the “Amendment”).  The Amendment amended the Partnership's credit facility such that certain future modifications to the pro rata sharing provisions among the lenders will now require the consent of lenders holding at least 75% of the outstanding commitments and loans under the credit facility, as opposed to 50%.

On April 5, 2011, the Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch (“Rabobank”), entered into a Joinder Agreement whereby (i) Rabobank became a lender under the Partnership’s credit facility and (ii) the Partnership’s revolving credit facility was increased from $75 million to $95 million.  On April 5, 2011, after giving effect to such Joinder Agreement, approximately $36.7 million of revolver borrowings and letters of credit were outstanding under the credit facility, leaving the Partnership with approximately $58.3 million available capacity for additional revolver borrowings and letters of credit under the credit facility.

The foregoing descriptions of the Amendment and the Joinder Agreement are qualified in their entirety by reference to the complete texts of the Amendment and the Joinder Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

EXHIBIT NUMBER		DESCRIPTION
10.1	—	First Amendment to Credit Agreement, dated as of April 1, 2011, by and among Blueknight Energy Partners, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
10.2	—	Joinder Agreement, dated as of April 5, 2011, by and among Blueknight Energy Partners, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUEKNIGHT ENERGY PARTNERS, L.P.
	By:	Blueknight Energy Partners G.P., L.L.C.
		its General Partner
Date:  April 5, 2011	By:	/s/ Alex G. Stallings
		Alex G. Stallings
		Chief Financial Officer and Secretary

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
10.1	—	First Amendment to Credit Agreement, dated as of April 1, 2011, by and among Blueknight Energy Partners, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
10.2	—	Joinder Agreement, dated as of April 5, 2011, by and among Blueknight Energy Partners, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO

CREDIT AGREEMENT

dated as of

April 1, 2011

among

Blueknight Energy Partners, L.P.,

as Borrower,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

FIRST AMENDMENT CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of April 1, 2011, is among BLUEKNIGHT ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

R E C I T A L S

The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of October 25, 2010 (the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

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

Section 1.Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.  Unless otherwise indicated, all references to Sections and Articles in this First Amendment refer to Sections and Articles of the Credit Agreement.

Section 2.Amendments to Credit Agreement.

2.1Amendment to Section 1.01.  The following definition is hereby added to Section 1.01 where alphabetically appropriate to read as follows:

“Super Majority Facility Lenders”:  with respect to any Facility, the holders of more than 75% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 75% of the Total Revolving Commitments); provided that that the Loans, LC Exposure and unused Commitments held or deemed held by any Affiliate Lender shall be excluded for purposes of making a determination of Super Majority Facility Lenders.

2.2Amendment to Section 2.21(b).  Section 2.21(b) is hereby amended in its entirety to read as follows:

“(b)           the Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether all Lenders, the Super Majority Facility Lenders, the Majority Facility Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby;”

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2.3Amendment to Section 10.1.

(a)Clause (iv) of Section 10.1 is hereby amended in its entirety to read as follows:

“(iv) amend, modify or waive any provision of Section 2.15, Section 8.2, and Section 10.7 without the written consent of the Super Majority Facility Lenders in respect of each Facility adversely affected thereby;”

(b)The last sentence of Section 10.1 is hereby amended in its entirety to read as follows:

“Notwithstanding anything in this Section 10.1 or any other provision in this Agreement or any other Loan Document to the contrary, the Loans, LC Exposure and unused Commitments held or deemed held by any Affiliate Lender shall be excluded for purposes of making a determination of Required Lenders, Super Majority Facility Lenders or Majority Facility Lenders; provided, that the foregoing shall not apply to the vote of an Affiliate Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby.”

Section 3.Conditions Precedent.  This First Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement) (the “Effective Date”):

3.1The Administrative Agent shall have received from the Required Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.

3.2The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.

3.3No Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment.

Section 4.Miscellaneous.

4.1Confirmation.  The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

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4.2Ratification and Affirmation; Representations and Warranties.  The Borrower hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:  (i) all of the representations and warranties made by the Borrower contained in each Loan Document to which it is a party are true and correct in all material respects, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such earlier date and (ii) no Default has occurred and is continuing.

4.3Limited Waiver.  Reference is made to that Notice of Revolving Commitment Increase dated as of March 16, 2011 previously delivered to the Administrative Agent which contemplates a Revolving Commitment Increase of the Revolving Commitments from $75,000,000 to $95,000,000 pursuant to Section 2.22. Each Lender party hereto hereby waives compliance with any notice and timing requirements in connection with such Revolving Commitment Increase otherwise required by Section 2.22. The foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose or period and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or condition of the Credit Agreement, any other Loan Document or any of the documents referred to therein, or (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement, any other Loan Document or any of the documents referred to therein.  Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that waivers will be granted in the future, whether for the matters herein stated or on other unrelated matters.

4.4Loan Document.  This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

4.5Counterparts.  This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

4.6NO ORAL AGREEMENT.  THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

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4.7GOVERNING LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES BEGIN NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.

BLUEKNIGHT ENERGY PARTNERS, L.P.
By:	Blueknight Energy Partners G.P., L.L.C., its general partner
By:	/s/ Alex G. Stallings
Name:	Alex G. Stallings
Title:	Chief Financial Officer

Signature Page to First Amendment to

Credit Agreement

S-1

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Robert Traband
Name:	Robert Traband
Title:	Managing Director

Signature Page to First Amendment to

Credit Agreement

S-2

CREDIT AGRICOLE CORPORATEAND INVESTMENT BANK, as a Lender
By:	/s/ Michel Kermarrec
Name:	Michel Kermarrec
Title:	Vice President
By:	/s/ Zali Win
Name:	Zali Win
Title:	Managing Director

Signature Page to First Amendment to

Credit Agreement

S-3

LLOYDS TBS BANK PLC, as a Lender

By:

Name:

Title:

Signature Page to First Amendment to

Credit Agreement

S-4

SOCIETE GENERALE, as a Lender
By:	/s/ Anson Williams
Name:	Anson Williams
Title:	Director

Signature Page to First Amendment to

Credit Agreement

S-5

NATIXIS, as a Lender
By:	/s/ Louie P. Laville, III
Name:	Louie P. Laville, III
Title:	Managing Director
By:	/s/ Daniel Payer
Name:	Daniel Payer
Title:	Managing Director

Signature Page to First Amendment to

Credit Agreement

S-6

CITIBANK, N.A., as a Lender
By:	/s/ John F. Miller
Name:	John F. Miller
Title:	Attorney-in-Fact

Signature Page to First Amendment to

Credit Agreement

S-7

MIZUHO CORPORATE BANK LTD., as a Lender
By:	/s/ Leon Mo
Name:	Leon Mo
Title:	Authorized Signatory

Signature Page to First Amendment to

Credit Agreement

S-8

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Tom K. Martin
Name:	Tom K. Martin
Title:	Director

Signature Page to First Amendment to

Credit Agreement

S-9

VITOL REFINING, B.V., as a Lender

By:

Name:

Title:

Signature Page to First Amendment to

Credit Agreement

S-10

EX-10.2

Exhibit 10.2

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”) dated as of April 5, 2011, is among COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”); BLUEKNIGHT ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”); and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.

R E C I T A L S

A.          The Borrower, the Administrative Agent and the Lenders party thereto are parties to that certain Credit Agreement dated as of October 25, 2010 (the “Credit Agreement”), pursuant to which the Lenders have made certain loans to and extensions of credit for the account of the Borrower.

B.           The Borrower has heretofor requested pursuant to Section 2.22 of the Credit Agreement that the aggregate amount of the Revolving Commitments be increased to $95,000,000 effective as of April 5, 2011 (the “Revolving Commitment Increase Date”) by adding to the Credit Agreement Rabobank as a New Revolving Lender with a Revolving Commitment of $20,000,000.

C.           NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.New Revolving Lender.

Effective as of the Revolving Commitment Increase Date:

(a)   Pursuant to Section 2.22 of the Credit Agreement, Rabobank is hereby added as a “Lender” and a “Revolving Lender” for all purposes under the Credit Agreement with a Revolving Commitment of $20,000,000;

(b)   Rabobank shall become a Lender and a Revolving Lender for all purposes of the Credit Agreement and shall have all of the rights and obligations of a Lender and a Revolving Lender thereunder; and

(c)   Rabobank shall make any payments required to be made by it pursuant to Section 2.22(c) of the Credit Agreement.

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SECTION 2.Representations and Warranties; Agreements.  Rabobank hereby:

(a)represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender and a Revolving Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender and a Revolving Lender under the Credit Agreement, (iii) from and after the Revolving Commitment Increase Date, it shall be bound by the provisions of the Credit Agreement as a Lender and a Revolving Lender thereunder and shall have the obligations of a Lender and a Revolving Lender thereunder to the extent of its Revolving Commitment, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to acquire its Revolving Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) it has provided to the Administrative Agent the forms specified in Section 2.17(f) of the Credit Agreement, at the times specified therein, duly completed and executed by it; and

(b)agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and a Revolving Lender to the extent of its Revolving Commitment.

SECTION 3.Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 4.Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 5.Severability.  In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 6.Notices.  All communications and notices hereunder shall be in writing and given as provided in Section 10.2 of the Credit Agreement.  All communications and notices hereunder to Rabobank shall be given to it at the address set forth in its Administrative Questionnaire.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH
By:	/s/ Brett Delfino
Name:	Brett Delfino
Title:	Executive Director
By:	/s/ Rodney P. Hutchinson
Name:	Rodney P. Hutchinson
Title:	Executive Director

[Signature Page to Joinder Agreement]

Acknowledged and consented to
as of the date first written above:
Administrative Agent and
Issuing Lender:	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender
	By:	/s/ Marshall Trenckmann
	Name:	Marshall Trenckmann
	Title:	Vice President

[Signature Page to Joinder Agreement]

Acknowledged and consented to
as of the date first written above:
Borrower:	BLUEKNIGHT ENERGY PARTNERS, L.P.
	By:	Blueknight Energy Partners G.P., L.L.C., its general partner
	By:	/s/ Alex Stallings
	Name:	Alex Stallings
	Title:	Chief Financial Officer and Secretary

[Signature Page to Joinder Agreement]