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 4, 2014

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)

201 NW 10th, Suite 200 Oklahoma City, Oklahoma	73103
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (405) 278-6400

(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 4, 2014, a subsidiary of Blueknight Energy Partners, L.P. (the “Partnership”) and Vitol Inc. entered into a second amendment, effective as of April 1, 2014, to a Crude Oil Storage Services Agreement with Vitol Inc. (“Vitol”) (as amended, the “12-month Agreement”) to extend the 12-month Agreement through March 31, 2015 and to adjust the rates Vitol is charged for services provided under the 12-month Agreement. Also on April 4, 2014, a subsidiary of the Partnership and Vitol entered into third amendments to two Crude Oil Storage Services Agreement with Vitol (as amended, the “6-month Agreements” and, together with the 12-month Agreement, the “Storage Agreements”) to extend the 6-month Agreements through September 30, 2014 and adjust the rates Vitol is charged for services provided under the 6-month Agreements. The 6-month Agreements also provides a claw-back right for the Partnership if the Partnership has the opportunity to enter into a storage arrangement for one or more 0.25 million barrel tanks with a different customer at a higher rate, provided that Vitol has a right of first refusal to match the higher offer in such event.

Fifty percent of the membership interests of Blueknight Energy Partners G.P., L.L.C., the general partner of the Partnership, are indirectly owned by Blueknight Energy Holding, Inc. (“Blueknight Holding”). Blueknight Holding and Vitol are affiliated entities as both companies are indirectly owned by Vitol Holding B.V.

Revenues earned under the Storage Agreements are based upon the 1.0 million barrels of storage capacity that is dedicated to Vitol under the 12-month Agreement and the 0.5 million barrels of storage capacity that is dedicated to Vitol under each of the 6-Month Agreements.

The foregoing description is a summary of the Amendments and is qualified in its entirety by reference to the Amendments, copies of which are included as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

EXHIBIT NUMBER		DESCRIPTION
10.1*	—	Second Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.
10.2*	—	Third Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.
10.3*	—	Third Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.

*Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of this exhibit.  Omitted material for which confidential treatment has been requested has been separately filed with the Securities and Exchange Commission.

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 4, 2014	By:	/s/ Alex G. Stallings
	Name:	Alex G. Stallings
	Title:	Chief Financial Officer and Secretary

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
10.1*	—	Second Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.
10.2*	—	Third Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.
10.3*	—	Third Amendment to Crude Oil Storage Services Agreement, effective April 1, 2014.

*Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of this exhibit.  Omitted material for which confidential treatment has been requested has been separately filed with the Securities and Exchange Commission.

EX-10.1

Exhibit 10.1

*** Where this marking appears throughout this Exhibit 10.1, information has been omitted pursuant to a request for confidential treatment and such information has been filed with the Securities and Exchange Commission separately.

SECOND AMENDMENT TO

CRUDE OIL STORAGE SERVICES AGREEMENT

This SECOND AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT, (the “Second Amendment”) is effective April 1^st, 2014 (the “Effective Date”), made by and between BKEP Pipeline, LLC, a Delaware limited liability company, (the “Operator”) and Vitol, Inc., a Delaware corporation, (the “Customer”), each referred to individually as “Party” or collectively as “Parties”.

RECITALS

WHEREAS, the Parties previously entered into that certain Crude Oil Storage Services Agreement dated effective June 1^st, 2012, (the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement by modifying the provisions of said Agreement relating to Term and Fees.

NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Term. The term of the Agreement will be modified and extended with a beginning date of April 1^st, 2014 and ending date of March 31^st, 2015. By agreement, the Parties may elect to further extend this Agreement for successive thirty (30) day periods upon ten (10) calendar days notice prior to the end of the Term or each further extension from Customer to Operator which extension shall be deemed agreed upon unless Operator notifies Customer within five (5) days of receipt of such extension request that such request is rejected.

Monthly Storage Fee. Commencing on the Effective Date, the monthly storage fee as set forth in Section 4 of the Agreement will change to *** per Barrel of Shell Capacity (the “Monthly Storage”) available for Customer, for a total of ***, regardless of the actual volume of Crude Oil placed in the facility.

Counterparts. This Second Amendment may be executed in several counterparts, each of which shall be deemed an original and each of which alone, and all of which together, shall constitute one and the same amendment.

Effect of Amendment. This Second Amendment shall be effective as of the Effective Date. Except as expressly amended or modified herein, all other terms, covenants, and the conditions of the Agreement shall be unaffected by this Second Amendment and shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment effective as of the Effective Date above.

BKEP Pipeline, LLC, a Delaware limited

liability company

/s/ Brian L. Melton

Title: Vice President - Pipeline Marketing & Business Development

Vitol, Inc., a Delaware Corporation

/s/ Miguel A. Loya

Title: President

EX-10.2

Exhibit 10.2

*** Where this marking appears throughout this Exhibit 10.2, information has been omitted pursuant to a request for confidential treatment and such information has been filed with the Securities and Exchange Commission separately.

THIRD AMENDMENT TO

CRUDE OIL STORAGE SERVICES AGREEMENT

This THIRD AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT, (the “Third Amendment”) is effective April 1st, 2014 (the “Effective Date”), by and between BKEP Pipeline, LLC, a Delaware limited liability company, (the “Operator”) and Vitol, Inc., a Delaware corporation, (the “Customer”), each referred to individually as “Party” or collectively as “Parties”.

RECITALS

WHEREAS, the Parties previously entered into that certain Crude Oil Storage Services Agreement dated effective June 1^st, 2012, (the “Agreement”).

WHEREAS, the Parties desire to amend the Agreement as hereinafter described by modifying the Term, Fees and certain of the Conditions of said Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Parties hereto agree as follows:

1. Term. The term of the Agreement will be modified and extended with a beginning date of April 1^st, 2014 and ending date of September 30^th, 2014. The Customer may elect to extend this agreement for one successive six month period ending on March 31, 2015, provided Customer provides written notice to Operator on or before August 15, 2014 of its intent to extend such agreement.

2. Monthly Storage Fee. Commencing on the Effective Date, the monthly storage fee as set forth in Section 4 of the Agreement will change to *** per Barrel of Shell Capacity (the “Monthly Storage”) available to Customer, for a total of ***, regardless of the actual volume of Crude Oil placed in the tankage.

Should Customer elect to renew this agreement for one successive six (6) month period (the “Option Term”), the monthly storage fee as set forth in Section 4 of the Agreement will change to *** per Barrel of Shell Capacity (the “Monthly Storage”) available for Customer, for a total of ***, regardless of the actual volume of Crude Oil placed in the tankage.

3. Additional Terms. In the event that Operator has an opportunity to enter into a storage arrangement for one or more 250,000 Bbl tanks with a different customer at a higher monthly storage rate and a term greater than or equal to the Customer’s remaining term, including the Option Term, then Operator will have the right to provide written notice to Customer (the “Operator Claw-Back Option”), , and Customer will have the following options:

a. Customer shall have the first right of refusal to retain their storage by providing written confirmation of such intent to retain said storage within ten (10) days of receiving the Operator Claw-Back Option notice from Operator. If Customer elects to retain the storage, the Parties

will promptly execute a storage amendment covering the portion of tankage indicated under the Operator Claw-Back Option for the newly proposed rate and term.

b. Should Customer elect to release the storage, they will be given until the end of the following month, or one normal nomination cycle, to exit storage tank(s) via the nomination process, the consolidation of their crude into other existing storage within Operator’s facility or a combination of both methods.

c. In the event that Customer elects to release storage, the Operator agrees to share on a *** basis the difference between the then applicable Monthly Storage Rate in Paragraph 2 of this amendment and the monthly storage rate provided to Customer per the Operator Claw-Back Option notice through the remainder of Customer’s then existing term.

Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be deemed an original and each of which alone, and all of which together, shall constitute one and the same document.

Effect of Amendment. This Third Amendment shall be effective as of the Effective Date. Except as expressly amended or modified herein, all other terms, covenants, and the conditions of the Agreement shall be unaffected by this Third Amendment and shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the Effective Date above.

BKEP Pipeline, LLC, a Delaware limited

liability company

/s/ Brian L. Melton

Title: Vice President - Pipeline Marketing & Business Development

Vitol, Inc., a Delaware Corporation

/s/ Miguel A. Loya

Title: President

EX-10.3

Exhibit 10.3

*** Where this marking appears throughout this Exhibit 10.3, information has been omitted pursuant to a request for confidential treatment and such information has been filed with the Securities and Exchange Commission separately.

THIRD AMENDMENT TO

CRUDE OIL STORAGE SERVICES AGREEMENT

This THIRD AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT, (the “Third Amendment”) is effective April 1st, 2014 (the “Effective Date”), by and between BKEP Pipeline, LLC, a Delaware limited liability company, (the “Operator”) and Vitol, Inc., a Delaware corporation, (the “Customer”), each referred to individually as “Party” or collectively as “Parties”.

RECITALS

WHEREAS, the Parties previously entered into that certain Crude Oil Storage Services Agreement dated effective September 1^st, 2012, (the “Agreement”).

WHEREAS, the Parties desire to amend the Agreement as hereinafter described by modifying the Term, Fees and certain of the Conditions of said Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Parties hereto agree as follows:

1. Term. The term of the Agreement will be modified and extended with a beginning date of April 1^st, 2014 and ending date of September 30^th, 2014. The Customer may elect to extend this agreement for one successive six month period ending on March 31, 2015, provided Customer provides written notice to Operator on or before August 15, 2014 of its intent to extend such agreement.

2. Monthly Storage Fee. Commencing on the Effective Date, the monthly storage fee as set forth in Section 4 of the Agreement will change to *** per Barrel of Shell Capacity (the “Monthly Storage”) available to Customer, for a total of ***, regardless of the actual volume of Crude Oil placed in the tankage.

Should Customer elect to renew this agreement for one successive six (6) month period (the “Option Term”), the monthly storage fee as set forth in Section 4 of the Agreement will change to *** per Barrel of Shell Capacity (the “Monthly Storage”) available for Customer, for a total of ***, regardless of the actual volume of Crude Oil placed in the tankage.

3. Additional Terms. In the event that Operator has an opportunity to enter into a storage arrangement for one or more 250,000 Bbl tanks with a different customer at a higher monthly storage rate and a term greater than or equal to the Customer’s remaining term, including the Option Term, then Operator will have the right to provide written notice to Customer (the “Operator Claw-Back Option”), , and Customer will have the following options:

a. Customer shall have the first right of refusal to retain their storage by providing written confirmation of such intent to retain said storage within ten (10) days of receiving the Operator Claw-Back Option notice from Operator. If Customer elects to retain the storage, the Parties

will promptly execute a storage amendment covering the portion of tankage indicated under the Operator Claw-Back Option for the newly proposed rate and term.

b. Should Customer elect to release the storage, they will be given until the end of the following month, or one normal nomination cycle, to exit storage tank(s) via the nomination process, the consolidation of their crude into other existing storage within Operator’s facility or a combination of both methods.

c. In the event that Customer elects to release storage, the Operator agrees to share on a *** basis the difference between the then applicable Monthly Storage Rate in Paragraph 2 of this amendment and the monthly storage rate provided to Customer per the Operator Claw-Back Option notice through the remainder of Customer’s then existing term.

Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be deemed an original and each of which alone, and all of which together, shall constitute one and the same document.

Effect of Amendment. This Third Amendment shall be effective as of the Effective Date. Except as expressly amended or modified herein, all other terms, covenants, and the conditions of the Agreement shall be unaffected by this Third Amendment and shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the Effective Date above.

/s/ Brian L. Melton

Title: Vice President - Pipeline Marketing & Business Development

Vitol, Inc., a Delaware Corporation

/s/ Miguel A. Loya

Title: President