Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

- with copies to -

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		09625U109

CUSIP No.		09625U109

CUSIP No.		09625U109

AMENDMENT NO. 4 SCHEDULE 13D

This Amendment No. 4 (this “Amendment”) to the Schedule 13D initially filed on January 5, 2010, as subsequently amended on January 28, 2011, again on March 3, 2011 and again on March 21, 2011 (collectively, the “Schedule 13D”) is being filed on behalf of Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Cushing MLP Asset Management, LP, a Texas limited partnership (“MLP Advisors”), and Mr. Jerry V. Swank, the principal of Swank Capital and MLP Advisors, relating to Common Units (the “Common Units”) of Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Issuer”). Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.

Item 6 of the Schedule 13D is hereby supplemented as follows:

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Swank Capital has also entered into that certain Second Amendment to Non-Disclosure Agreement dated April 27, 2011, by and among Blueknight, Blueknight GP and Swank Capital, a copy of which is included as Exhibit 99.6 to this Amendment, by which Swank Capital has amended the Non-Disclosure Agreement dated March 3, 2011 by and among Blueknight, Blueknight GP and Swank Capital, as amended by the Amendment to the Non-Disclosure Agreement dated March 17, 2011, which was previously disclosed in the Schedule 13D, to provide that (i) Swank Capital, Blueknight and Blueknight GP have scheduled a third meeting between the parties to discuss the refinancing and recapitalization of Blueknight (the “Third Refinancing Meeting”); (ii) Swank Capital will not be considered part of a group for purposes of Blueknight’s partnership agreement with the other limited partners of Blueknight that attended the Refinancing Meeting and the Second Refinancing Meeting; (iii) discussions in the nature of offers to compromise the disputed claims made in filings with the Securities Exchange Commission, correspondence to Blueknight GP and Blueknight and/or statements made by Swank Capital to Blueknight GP and Blueknight and all conduct of, or oral statements made by, Blueknight, Blueknight GP or Swank Capital at the Third Refinancing Meeting that concern prospective settlement of the disputed claims are, subject to certain exceptions, inadmissible and may not be used in any subsequent proceeding under applicable rules of evidence; (iv) Swank Capital agrees to refrain from trading in the securities of Blueknight or its affiliates without the prior written consent of Blueknight during the period beginning on April 27, 2011 and ending on May 12, 2011; and (v) Blueknight agrees to publically disclose any Blueknight non-public information disclosed to Swank Capital at the Third Refinancing Meeting that Blueknight, in its good faith judgment, determines is material non-public information under United States securities laws with respect to Blueknight or its securities, and to notify Swank Capital after making such disclosure.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 of the Schedule 13D is hereby supplemented as follows:

Item 7.		Material to be Filed as Exhibits

Exhibit 99.6		Second Amendment to Non-Disclosure Agreement dated April 27, 2011, among Blueknight Energy Partners, L.P, Blueknight Energy Partners G.P., L.L.C. and Swank Capital, LLC.

Signature

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

Dated: April 28, 2011