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Exhibit 10.7
INTERCREDITOR AGREEMENT
This Intercreditor Agreement is entered into on the dates set
forth
below, but effective as of January 1, 2009, by and among Isaac
Suder ("Suder"),
No Logo Air, Inc. ("No Logo Air") and Ter Mast Beheer Utrecht B.V.
(each a
"Creditor" and collectively, the "Creditors"), and Blackwater
Midstream Corp.
("Blackwater").
RECITALS
WHEREAS, each of the Creditors has loaned monies to Blackwater
in
connection with the acquisition of a bulk liquid storage facility
located in
Westwego, Louisiana by Blackwater New Orleans, L.L.C., the
wholly-owned
subsidiary of Blackwater;
WHEREAS, as security for the repayment of the said loans,
Blackwater
has granted each of the Creditors a security interest in its
membership
interests in Blackwater New Orleans, L.L.C. (the "Collateral");
WHEREAS, the Creditors desire to agree as to the priority, as
among
themselves, of the security interests granted by Blackwater,
notwithstanding the
priority that might otherwise result from the filing of UCC-1
Financing
Statements noticing their respective security interests; and
WHEREAS, the Creditors desire to agree with respect to the sharing
of
costs, etc. in the event enforcement of the security interests in
the Collateral
becomes necessary.
AGREEMENT
NOW, THEREFORE, the Creditors do hereby agree as follows:
1. Each Creditor
shall file, or cause to be filed, in the appropriate
jurisdiction, a UCC-1 Financing Statement noticing the security
interest
each
has been granted in the Collateral by Blackwater.
2.
Notwithstanding the priorities that might otherwise result from the
filing
of
such UCC-1 Financing Statements, the Creditors agree that each of
them
shall rank equally in terms of priority with respect to the
security
interests granted in the Collateral.
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3. In the event
enforcement of the security interests in the Collateral by one
or
more of the Creditors becomes necessary:
