EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of the 25th day of September, 2008 (the "EXECUTION DATE"), by and between NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., a Delaware...Asset Purchase Agreement • September 30th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Texas
RECITALSIntercreditor Agreement • January 26th, 2009 • Blackwater Midstream Corp. • Gold and silver ores • Nevada
EXHIBIT 10.2 THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE ANY OF THE SECURITIES REFERRED TO HEREIN. SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is...Subscription Agreement • February 3rd, 2009 • Blackwater Midstream Corp. • Gold and silver ores
RECITALSMembership Interest Purchase Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Louisiana
AGREEMENT ---------Employment Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores
CHASE LETTERHEAD] CREDIT AGREEMENT This agreement dated as of December 23, 2008 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the "BANK"), whose address is 201 St. Charles Avenue, New Orleans, LA 70170, and Blackwater...Credit Agreement • December 31st, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Louisiana
ARTICLE I CONVEYANCE PROVISIONS AND APPROVAL OF TITLEAssignment and Assumption Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Louisiana
Exhibit 10.4 SECURITY AGREEMENT This Security Agreement is made this 1st day of January, 2009, by BLACKWATER MIDSTREAM CORP. (hereinafter referred to as "Grantor") in favor of NO LOGO AIR, INC. ("Secured Party"). Grantor's organizational...Security Agreement • January 26th, 2009 • Blackwater Midstream Corp. • Gold and silver ores • Utrecht
Attachments ----------- BLACKWATER MIDSTREAM CORP. 2008 INCENTIVE PLAN RESTRICTED SHARE AGREEMENTRestricted Stock Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores
ATTACHMENTS ----------- BLACKWATER MIDSTREAM CORP. 2008 INCENTIVE PLAN RESTRICTED SHARE AGREEMENTRestricted Share Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores
Name of Debtor: Blackwater Georgia, L.L.C. State Organization No.: W14392088 Debtor's Address: 660 La Bauve Drive, Westwego, LA 70094Blackwater Midstream Corp. • March 1st, 2012 • Public warehousing & storage • Louisiana
Grant of Security Interest. BLACKWATER GEORGIA, L.L.C. (whether one or more, the "Debtor", individually and collectively if more than one) grants to JPMORGAN CHASE BANK, N.A., whose address is 201 St. Charles Avenue, New Orleans, LA 70170 (together with its successors and assigns, the "Bank") a continuing security interest in, pledges and assigns to the Bank all of the "Collateral" (as hereinafter defined) owned by the Debtor, all of the collateral in which the Debtor has rights or power to transfer rights and all Collateral in which the Debtor later acquires ownership, other rights or rights or power to transfer rights to secure the payment and performance of the Liabilities.
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE ANY OF THE SECURITIES REFERRED TO HEREIN. SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into by and between the party signing the Signature Page attached hereto (the “Investor”) and Blackwater Midstream Corp., a Nevada corporation (the “Corporation” or the “Company”). The Corporation is offering up to $1,650,000.00 of convertible debt, which may be converted into Company common stock (‘Share” or “Shares”) at the option of the Investor at a conversion price of $0.50 per share (the “Convertible Debt”). The Investor subscribes for and agrees to purchase the following:
Exhibit 10.3 LOAN AGREEMENTLoan Agreement • January 26th, 2009 • Blackwater Midstream Corp. • Gold and silver ores
I, WE, OR EITHER OF US, JOINTLY, SEVERALLY AND SOLIDARILY, PROMISE(S) TO PAY TO THE ORDER OF NO LOGO AIR, INC., AT 310 GREENSTREET, SAN FRANCISCO, CA 94133, SEVENTY-FIVE THOUSAND AND NO/100 ($75,000.00) DOLLARS, FOR VALUE RECEIVED, WITH INTEREST AT THE RATE OF TWELVE (12%) PERCENT PER ANNUM FROM DATE UNTIL PAID, PRINCIPAL AND INTEREST PAYABLE AS FOLLOWS:
CHASE LOGO] COLLATERAL MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH OF ORLEANS BE IT KNOWN, that on this ___________ day of ____________________, 20____, before me, a Notary Public...Blackwater Midstream Corp. • December 31st, 2008 • Gold and silver ores • Louisiana
REDEMPTION AGREEMENTRedemption Agreement • September 8th, 2009 • Blackwater Midstream Corp. • Public warehousing & storage • Louisiana
This REDEMPTION AGREEMENT (this "Agreement") is made and entered into on the 4th day of September 2009, by and between Safeland Storage, L.L.C., a Louisiana limited liability company (the "Company"), and Blackwater Midstream Corp., a Nevada corporation ("Seller").
SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2004 • Laycor Ventures Corp.
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of LAYCOR VENTURES CORP. (the "Company") at a price of $0.05 per share (the "Subscription Price").
Subordination AgreementSubordination Agreement • March 1st, 2012 • Blackwater Midstream Corp. • Public warehousing & storage • Louisiana
This Subordination Agreement ("Agreement") is among JPMorgan Chase Bank, N.A. ("Bank"), Blackwater Georgia, L.L.C. ("Borrower") and Blackwater Midstream Corp. ("Subordinated Lender") as follows.
ASSUMPTION AND RELEASE AGREEMENTAssumption and Release Agreement • July 20th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage • Texas
ASSIGNMENT AND RELEASE AGREEMENT (the "Agreement") made, executed and delivered as of July 15, 2010, by and among BLACKWATER GEORGIA, L.L.C., a Georgia limited liability company (the "Purchaser") and NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., a Delaware limited partnership (the "Seller").
ASSIGNMENT AND ASSUMPTION OF PERMITS AND CONTRACTSAssignment and Assumption of Permits and Contracts • July 20th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
THIS ASSIGNMENT AND ASSUMPTION OF PERMITS AND CONTRACTS (this "Assignment") is entered into on this 15th day of July, 2010, by and between NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., a Delaware limited partnership (“Seller”), and BLACKWATER GEORGIA, L.L.C., a Georgia limited liability company(“Purchaser”), pursuant to that certain Asset Purchase Agreement dated April 1, 2010 (the “Purchase Agreement”), by and between Seller and Purchaser.
AGREEMENTServices Agreement • May 6th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • California
April 21, 2009Blackwater Midstream Corp. • August 7th, 2009 • Public warehousing & storage
SUBORDINATION AGREEMENTSubordination Agreement • February 18th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of February 12, 2010 is among BLACKWATER NEW ORLEANS, L.L.C. ("Borrower"), BLACKWATER MIDSTREAM CORP. ("Midstream"), and JPMORGAN CHASE BANK, N.A.. ("Bank"), who agree as follows:
STATE OF GEORGIA:Agreement • November 7th, 2011 • Blackwater Midstream Corp. • Public warehousing & storage
This FOURTH AMENDMENT TO AGREEMENT, made and entered into this ___ day of _________ 2011, to be effective November 1, 2011, by and between the GEORGIA PORTS AUTHORITY, a public corporation and instrumentality of the State of Georgia, hereinafter referred to as “GPA”, and BLACKWATER GEORGIA, L.L.C., a Georgia limited liability corporation, hereinafter referred to as “Blackwater”, as assignee from NuSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., hereinafter referred to as “NuStar”.
Re: Asset Purchase Agreement, dated April 1, 2010 (the “Agreement”), by and between NuStar Terminals Operations Partnership L.P., a Delaware limited partnership (“Seller”), and Blackwater Georgia, LLC, a Georgia limited liability company (“Purchaser”).Compliance Certificate • July 20th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
TERM NOTEBlackwater Midstream Corp. • December 31st, 2008 • Gold and silver ores • Louisiana
GRANT NO.: _______ BLACKWATER MIDSTREAM CORP. 2008 INCENTIVE PLAN RESTRICTED SHARE AGREEMENT Blackwater Midstream Corp., a Nevada corporation (the "Company"), grants shares of common stock, $.001 par value (the "Shares"), of the Company to the Grantee...Plan Restricted Share Agreement • July 11th, 2008 • Blackwater Midstream Corp. • Gold and silver ores
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage • Texas
THIS ASSIGNMENT AND ASSUMPTION OF PERMITS AND CONTRACTS (this "Assignment") is entered into on this ___________ day of May, 2010, by and between NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., a Delaware limited partnership (“Seller”), and BLACKWATER GEORGIA, L.L.C., a Georgia limited liability company(“Purchaser”), pursuant to that certain Asset Purchase Agreement dated April 1, 2010 (the “Purchase Agreement”), by and between Seller and Purchaser.
Re: Asset Purchase Agreement, dated April 1, 2010 (the “Agreement”), by and between NuStar Terminals Operations Partnership L.P., a Delaware limited partnership (“Seller”), and Blackwater Georgia, LLC, a Georgia limited liability company (“Purchaser”).Compliance Certificate • July 20th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
Exhibit 10.6 SECURITY AGREEMENT This Security Agreement is made this 1st day of January, 2009, by BLACKWATER MIDSTREAM CORP. (hereinafter referred to as "Grantor") in favor of ISAAC SUDER ("Secured Party"). Grantor's organizational identification...Security Agreement • January 26th, 2009 • Blackwater Midstream Corp. • Gold and silver ores • Utrecht
Continuing GuarantyBlackwater Midstream Corp. • March 1st, 2012 • Public warehousing & storage • Louisiana
Guaranty. To induce JPMorgan Chase Bank, N.A., whose address is 201 St. Charles Avenue, New Orleans, LA 70170 (together with its successors and assigns, the "Bank"), at its option, to make financial accommodations, make or acquire loans, extend or continue credit or some other benefit, including letters of credit and foreign exchange contracts, present or future, direct or indirect, and whether several, joint or joint and several (solidary), to Blackwater Georgia, L.L.C. (whether one or more, the "Borrower", individually and collectively, if more than one), and because the undersigned (the "Guarantor") has determined that executing this Guaranty is in its interest and to its financial benefit, the Guarantor absolutely and unconditionally guarantees to the Bank, as primary obligor and not merely as surety, the performance of and full and prompt payment of the Liabilities when due, whether at stated maturity, by acceleration or otherwise. The Guarantor will not only pay the Liabilities,
Exhibit 10.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to the Asset Purchase Agreement (this "AMENDMENT") is dated as of the 31st day of October, 2008, by and between NUSTAR TERMINALS OPERATIONS PARTNERSHIP, LP, a Delaware...Asset Purchase Agreement • November 4th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Texas
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 18th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of February 12, 2010, is between BLACKWATER NEW ORLEANS, L.L.C. (the "Borrower") and JPMORGAN CHASE BANK, N.A. ("Bank"), as follows:
ContractBlackwater Midstream Corp. • July 20th, 2010 • Public warehousing & storage
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 1st, 2010 • Blackwater Midstream Corp. • Public warehousing & storage
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of October 29, 2010, is between BLACKWATER NEW ORLEANS, L.L.C. (the “Borrower”) and JPMORGAN CHASE BANK, N.A. (the “Bank”), as follows:
GUARANTYAsset Purchase Agreement • July 20th, 2010 • Blackwater Midstream Corp. • Public warehousing & storage • Texas
The undersigned, BLACKWATER MIDSTREAM CORP. a Nevada corporation ("Guarantor"), hereby executes this Guaranty (“Guaranty”) effective as of July 15, 2010 solely for the purpose of evidencing Guarantor’s agreement to unconditionally and irrevocably guarantee the prompt payment and performance of any and all obligations (collectively, the “Guaranteed Obligations”) of BLACKWATER GEORGIA, L.L.C., a Georgia limited liability company and an affiliate of Guarantor (“Purchaser”) arising under that certain Asset Purchase Agreement (“Purchase Agreement”), dated April 1, 2010, by and between NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P., a Delaware limited partnership, and Purchaser, including without limitation, Purchaser’s indemnification obligations under Article IX of the Purchase Agreement.
