Blackwater Midstream Corp. Sample Contracts

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RECITALS
Intercreditor Agreement • January 26th, 2009 • Blackwater Midstream Corp. • Gold and silver ores • Nevada
RECITALS
Membership 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
ARTICLE I CONVEYANCE PROVISIONS AND APPROVAL OF TITLE
Assignment and Assumption Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • Louisiana
Attachments ----------- BLACKWATER MIDSTREAM CORP. 2008 INCENTIVE PLAN RESTRICTED SHARE AGREEMENT
Restricted Stock Agreement • July 15th, 2008 • Blackwater Midstream Corp. • Gold and silver ores
ATTACHMENTS ----------- BLACKWATER MIDSTREAM CORP. 2008 INCENTIVE PLAN RESTRICTED SHARE AGREEMENT
Restricted 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 70094
Blackwater 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 AGREEMENT
Subscription 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 AGREEMENT
Loan 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:

REDEMPTION AGREEMENT
Redemption 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 AGREEMENT
Subscription 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 Agreement
Subordination 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 AGREEMENT
Assumption 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 CONTRACTS
Assignment 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.

AGREEMENT
Services Agreement • May 6th, 2008 • Blackwater Midstream Corp. • Gold and silver ores • California
April 21, 2009
Blackwater Midstream Corp. • August 7th, 2009 • Public warehousing & storage
SUBORDINATION AGREEMENT
Subordination 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:

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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”.

TERM NOTE
Blackwater Midstream Corp. • December 31st, 2008 • Gold and silver ores • Louisiana
ASSET PURCHASE AGREEMENT
Asset 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.

Continuing Guaranty
Blackwater 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,

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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:

Contract
Blackwater Midstream Corp. • July 20th, 2010 • Public warehousing & storage
FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit 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:

GUARANTY
Asset 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.

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