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)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		09625U109

CUSIP No.		09625U109

This Amendment No. 1 (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 Commission (the “Schedule 13D”). Each capitalized term used and not 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 4. Purpose of Transaction.

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

“On December 21, 2010, the Reporting Persons received a written response to their letter dated December 16, 2010 from James C. Dyer, IV, the Chief Executive Officer of the General Partner. Mr. Dyer expressed that the General Partner continues to review and assess possible modifications to the GTA. A copy of Mr. Dyer’s response is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

On December 23, 2010, the Reporting Persons sent a written response to Mr. Dyer’s letter, reiterating the conclusions expressed in the prior letter about the unfairness and inappropriateness of the GTA but welcomed the General Partner’s willingness to modify it. A copy of the letter is filed as Exhibit 99.4 hereto and is incorporated herein by reference.

The Reporting Persons now intend to have further discussions and other communications with the General Partner’s management and members of its Board of Directors (the “Board of Directors”), including Mr. Dyer, regarding the subject matter of the letters attached hereto as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4. The Reporting Persons may also communicate with other unitholders of the Partnership. In the course of such conversations with the General Partner’s management, the Board of Directors and other unitholders of the Partnership, the Reporting Persons may suggest actions that could result in, among other things: (a) the acquisition by the Reporting Persons of additional Common Units or other securities of the Partnership, or the disposition of Common Units or other securities of the Partnership; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Partnership or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Partnership or any of its subsidiaries; (d) changes in the present Board of Directors or management of the General Partner; (e) a material change in the present capitalization or dividend policy of the Partnership; (f) any other material change in the Partnership’s business or structure; (g) changes in the Partnership’s certificate of limited partnership or agreement of limited partnership or other actions which may impede the acquisition of control of the Partnership by any person; (h) causing any class of the Partnership’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Partnership becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.”

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
	99.1			Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed December 16, 2010 by the Reporting Persons 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 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 (furnished herewith)

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: December 23, 2010		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

EXHIBIT INDEX

Exhibit				Description of Exhibit
	99.1			Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed December 16, 2010 by the Reporting Persons 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 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 (furnished herewith)