Schedule 13D/A

0000950123-11-021325.txt : 20110302 0000950123-11-021325.hdr.sgml : 20110302 20110302172348 ACCESSION NUMBER: 0000950123-11-021325 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110302 DATE AS OF CHANGE: 20110302 GROUP MEMBERS: MICHAEL S. DELL GROUP MEMBERS: MSD CAPITAL, L.P. GROUP MEMBERS: MSD TORCHLIGHT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blueknight Energy Partners, L.P. CENTRAL INDEX KEY: 0001392091 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 208536826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1025 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83211 FILM NUMBER: 11657395 BUSINESS ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 500 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: (918) 237-4000 MAIL ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 500 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: SemGroup Energy Partners, L.P. DATE OF NAME CHANGE: 20070305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 IRS NUMBER: 742880190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 BUSINESS PHONE: 2123031650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 SC 13D/A 1 c13551sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

BLUEKNIGHT ENERGY PARTNERS, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

09625U109

(CUSIP Number)

Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5562

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

March 1, 2011

(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-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS MSD Capital, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,576,944

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,576,944

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,576,944

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

- -2-


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS MSD Torchlight, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,576,944

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,576,944

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,576,944

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

- -3-


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS Michael S. Dell


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,576,944

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,576,944

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,576,944

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

- -4-

This Amendment No. 3 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Common Units of the Partnership filed December 16, 2010 by the Reporting Persons with the Securities and Exchange Commission (the “Commission”), as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed December 23, 2010 by the Reporting Persons with the Commission and Amendment No. 2 to the Schedule 13D filed January 24, 2011 by the Reporting Persons with the Commission (as amended, the “Schedule 13D”). Each capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) The names of the persons filing this Schedule 13D are MSD Capital, L.P., a Delaware limited partnership (“MSD Capital”), MSD Torchlight, L.P., a Delaware limited partnership (“MSD Torchlight”), and Michael S. Dell. MSD Capital, MSD Torchlight and Michael S. Dell are collectively referred to herein as the “Reporting Persons.”

(b) The principal business address of the Reporting Persons is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.

(c) This Schedule 13D is filed on behalf of each of MSD Capital, MSD Torchlight and Michael S. Dell. MSD Torchlight is the record and direct beneficial owner of the Common Units covered by this statement. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Capital Management LLC, a Delaware limited liability company (“MSD Capital Management”), is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. The principal business of MSD Torchlight is purchasing, holding and selling securities for investment purposes. The principal business of MSD Capital is investment management. The principal business of MSD Capital Management is serving as the general partner of MSD Capital. The principal business of Mr. Dell is serving as Chief Executive Officer and Chairman of the Board of Dell Inc.

(d) and (e) During the last five years, none of the foregoing entities or persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

(f) Each of MSD Capital, MSD Torchlight and MSD Capital Management is organized under the laws of the State of Delaware, and Mr. Dell is a United States citizen.”

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

“As described in Item 6 below, on March 1, 2011, MSD Torchlight entered into a Non-Disclosure Agreement (the “Non-Disclosure Agreement”) with the Partnership and the General Partner, pursuant to which MSD Torchlight agreed, among other things, to maintain the confidentiality of certain non-public information relating to the Partnership, the General Partner and their respective affiliates, including, among other things, information regarding the refinancing disclosed, discussed or otherwise made available to MSD Torchlight by the Partnership, the General Partner and their respective affiliates at a meeting to be held on March 3, 2011 (the “Refinancing Meeting”). A summary of the Non-Disclosure Agreement is set forth in Item 6 below and incorporated by reference herein.”

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

Item 6 of the Schedule 13D is hereby amended and/or supplemented as follows:

“On March 1, 2011, MSD Torchlight entered into the Non-Disclosure Agreement with the Partnership and the General Partner. Pursuant to the Non-Disclosure Agreement, MSD Torchlight agreed to maintain the confidentiality of certain non-public information relating to the Partnership, the General Partner and their respective affiliates, including, among other things, information regarding the refinancing disclosed, discussed or otherwise made available to MSD Torchlight by the Partnership, the General Partner and their respective affiliates at the Refinancing Meeting.

-5-

For a period of twenty (20) days from the date of the Refinancing Meeting, (a) MSD Torchlight agreed that it and its controlled affiliates will not, directly or indirectly, effect any sale or acquisition of any equity securities or acquisition of assets of the Partnership or any of its affiliates; and (b) the Partnership and the General Partner agreed that the Partnership will not file a proxy statement with the Commission relating to the Unitholder Meeting (as defined in the GTA).

A copy of the Non-Disclosure Agreement is filed as Exhibit 99.7 hereto and is incorporated herein by reference.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The following exhibits are filed as exhibits hereto:


Exhibit		Description of Exhibit
24.1		Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Commission)
99.2		Letter to Blueknight Energy Partners G.P., L.L.C., dated December 16, 2010 (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D relating to the common units of the issuer filed December 16, 2010 by the Reporting Persons with the Commission)
99.3		Letter to MSD Capital, dated December 21, 2010 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed December 21, 2010 by the Partnership with the Commission)
99.4		Letter to Blueknight Energy Partners G.P., L.L.C., dated December 23, 2010 (incorporated herein by reference to Exhibit 99.4 to the Amendment No. 1 to the Schedule 13D relating to the common units of the issuer filed December 23, 2010 by the Reporting Persons with the Commission)
99.5		Letter to Blueknight Energy Partners G.P., L.L.C. and CB-Blueknight, LLC, dated January 24, 2011 (incorporated herein by reference to Exhibit 99.5 to the Amendment No. 2 to the Schedule 13D relating to the common units of the issuer filed January 24, 2011 by the Reporting Persons with the Commission)
99.6		Joint Filing Agreement (furnished herewith)
99.7		Non-Disclosure Agreement, dated March 1, 2011 (furnished herewith)

-6-

SIGNATURE

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


Date: March 2, 2011	MSD CAPITAL, L.P.
	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MSD TORCHLIGHT, L.P.
	By:	MSD Capital, L.P.
	Its:	General Partner

	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MICHAEL S. DELL
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Attorney-in-Fact

-7-

EXHIBIT INDEX


Exhibit		Description of Exhibit
24.1		Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Commission)
99.2		Letter to Blueknight Energy Partners G.P., L.L.C., dated December 16, 2010 (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D relating to the common units of the issuer filed December 16, 2010 by the Reporting Persons with the Commission)
99.3		Letter to MSD Capital, dated December 21, 2010 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed December 21, 2010 by the Partnership with the Commission)
99.4		Letter to Blueknight Energy Partners G.P., L.L.C., dated December 23, 2010 (incorporated herein by reference to Exhibit 99.4 to the Amendment No. 1 to the Schedule 13D relating to the common units of the issuer filed December 23, 2010 by the Reporting Persons with the Commission)
99.5		Letter to Blueknight Energy Partners G.P., L.L.C. and CB-Blueknight, LLC, dated January 24, 2011 (incorporated herein by reference to Exhibit 99.5 to the Amendment No. 2 to the Schedule 13D relating to the common units of the issuer filed January 24, 2011 by the Reporting Persons with the Commission)
99.6		Joint Filing Agreement (furnished herewith)
99.7		Non-Disclosure Agreement, dated March 1, 2011 (furnished herewith)

-8-

EX-99.6 2 c13551exv99w6.htm EXHIBIT 99.6 Exhibit 99.6

EXHIBIT 99.6

JOINT FILING AGREEMENT

March 2, 2011

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Date: March 2, 2011	MSD CAPITAL, L.P.
	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MSD TORCHLIGHT, L.P.
	By:	MSD Capital, L.P.
	Its:	General Partner

	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MICHAEL S. DELL
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Attorney-in-Fact

-9-

EX-99.7 3 c13551exv99w7.htm EXHIBIT 99.7 Exhibit 99.7

NON-DISCLOSURE AGREEMENT

1. Introduction. This Non-Disclosure Agreement (this “Agreement”), which shall be effective for all purposes as of March 1, 2011, is entered into among Blueknight Energy Partners, L.P., a Delaware limited partnership (“Blueknight”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company (the “General Partner”), on the one hand, and MSD Torchlight, L.P. (“Receiving Party), on the other hand. From time to time, Blueknight and the General Partner may (but shall not be obligated to) disclose to Receiving Party certain “non-public” information relating to Blueknight, the General Partner, their respective Affiliates and their respective businesses. Receiving Party acknowledges that, in making any such disclosures, Blueknight is relying on an exception to the disclosure requirements of Regulation FD requiring the recipients of such non-public information, which may also be Material, to agree to keep such information confidential. In consideration for the receipt of such non-public information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Blueknight, the General Partner and Receiving Party agree as follows:

2. Definitions.

(a) “Affiliate” has the meaning provided in Rule 12b-2 of the Exchange Act.

(b) “Blueknight Non-public Information” shall mean information pertaining to Blueknight, the General Partner and/or their respective Affiliates that has not been Publicly Disclosed and that Blueknight or the General Partner discloses to Receiving Party, including, without limitation, the existence of the Refinancing Meeting (as defined below) and attendance by Receiving Party or any other limited partner of Blueknight at such meeting and all information regarding the refinancing disclosed, discussed or made available to Receiving Party at the Refinancing Meeting. The term Blueknight Non-public Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement, (ii) was or becomes available to Receiving Party on a non-confidential basis prior to or after its disclosure by Blueknight or the General Partner from a person, other than Blueknight or the General Partner, who is not known by Receiving Party to be bound by an obligation to Blueknight or the General Partner to keep such information confidential or (iii) is developed independently by Receiving Party without use of Blueknight Non-public Information and without violating any of the provisions of this Agreement.

(d) “Group” has the meaning provided such term in Blueknight’s partnership agreement.

(e) “Material” shall have the meaning given such term under applicable federal and state securities laws, regulations, and interpretations thereof.

(f) “Publicly Disclosed” shall mean public disclosure by Blueknight of the information in question, either via the filing of appropriate reports with the Securities and Exchange Commission, press release announcement, or other method of “public disclosure” within the meaning of applicable federal and state securities laws, regulations, and interpretations thereof.

3. Obligation to Maintain Confidentiality. Receiving Party shall (a) keep and maintain any Material Blueknight Non-public Information in strict confidence and (b) not disclose to any other person the fact that Blueknight Non-public Information has been made available to Receiving Party, except, in each case, to the extent that Receiving Party is requested pursuant to, or required by, applicable law or regulation (including any filings required (and disclosures contained therein) under Section 13(d) of the Exchange Act) or by legal process (including by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any such information; provided, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party’s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives.

4. Trading in Blueknight Securities; Refinancing Meeting.

(a) Receiving Party hereby acknowledges that it is aware that the United States securities laws prohibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.

(b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party’s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or (3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence.

(c) Receiving Party agrees that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Blueknight, Receiving Party and its controlled Affiliates will not, directly or indirectly, effect any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of Blueknight or any of its Affiliates. Blueknight and the General Partner agree that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Receiving Party, Blueknight will not file a proxy statement with the Securities and Exchange Commission relating to the Unitholder Meeting (as defined in the Global Transaction Agreement, dated as of October 25, 2010, by and among the General Partner, Blueknight and the purchasers set forth in Schedule I thereto).

5. Miscellaneous.

(a) Receiving Party acknowledges that none of Blueknight, the General Partner nor any of their respective representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of any Blueknight Non-public Information, that none of Blueknight, the General Partner nor any of their respective representatives shall have any liability whatsoever to Receiving Party or any other person as a result of their use of any Blueknight Non-public Information or any errors therein or omissions therefrom and that Receiving Party shall assume full and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information.

(b) Each of Blueknight, the General Partner and Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, the non-prevailing party as determined by a court of competent jurisdiction in a final judgment shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom.

(c) This Agreement and the obligations of the parties hereunder (other than Section 4(b)) shall terminate upon the earlier to occur of (i) twenty (20) days from the date of the Refinancing Meeting, (ii) such time as Receiving Party is no longer in possession of Blueknight Non-public Information and (iii) with respect to any Section of this Agreement (other than Section 4(b)), such earlier time as set forth in such Section. Section 4(b) of this Agreement and the obligations of the parties under Section 4(b) shall terminate upon the date that is ten (10) years from the date hereof.

(d) This Agreement shall be subject to, and construed in accordance with, the laws of the State of New York (excluding its conflicts of laws rules that would require application of the laws of any jurisdiction other than the State of New York) and applicable federal laws and regulations. This Agreement contains the entire agreement and understanding among the parties concerning the subject matter hereof, and supersedes any prior agreements, written or oral, relating to the subject matter hereof. This Agreement may be amended, modified or waived only by a separate writing executed by Blueknight and Receiving Party expressly so amending, modifying or waiving this Agreement. This Agreement may not be transferred or assigned (by operation of law or otherwise) by Receiving Party without the prior written consent of Blueknight, and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Agreement may be executed by facsimile and in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first set forth above.


	BLUEKNIGHT ENERGY PARTNERS, L.P.
	By: Blueknight Energy Partners G.P., L.L.C.

	By:	/s/ Alex G. Stallings
	Name:	Alex G. Stallings
	Title:	Chief Financial Officer

	BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.
	By:	/s/ Alex G. Stallings
	Name:	Alex G. Stallings
	Title:	Chief Financial Officer

	MSD TORCHLIGHT, L.P.
	By: MSD Capital, L.P.

	By:	/s/ Marcello Liguori
	Name:	Marcello Liguori
	Title:	Authorized Signatory