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Exhibit 10.2
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
TER MAST BEHEER UTRECHT B.V. ("Secured Party"). Grantor's
organizational
identification number is C7459-2004. Grantor's principal
residence or chief
executive office is located at 660 LaBauve Drive, Westwego,
Louisiana 70051.
To secure payment of all obligations and liabilities of Grantor
to
Secured Party, direct or contingent, due or to become due, now
existing or
hereafter arising, including, without limitation, all future
advances, with
interest, attorneys' fees, expenses of collection and costs, and
further
including, without limitation, obligations to Secured Party on
promissory notes,
checks, loan agreements, security documents, endorsements,
continuing guaranties
and this Security Agreement (collectively, the "Obligations"),
Grantor pledges,
pawns and delivers to Secured Party, and grants to Secured Party
a continuing
security interest in, and a right of set-off and compensation
against the
following described property:
I. Grantor's right, title and interest (the "LLC Interest") in
that
certain limited liability company (the "LLC") known as
BLACKWATER NEW
ORLEANS, L.L.C., created by Articles of Organization dated
September 9,
2008, and filed on September 9, 2008, in the Office of the
Secretary of
State of the State of Louisiana, including, but not necessarily
limited
to, all distributions, rents, fruits, profits, revenues, and
other
interests, however produced or derived from Grantor's LLC
Interest
whether in the event of the sale, lease, improvement, operation,
and/or
disposal of any and all property which the LLC presently owns,
or
otherwise;
together with all property added to or substituted for any of
the foregoing, and
all interest, dividends, income, fruits, returns, accessions,
profits, corporate
distributions (including, without limitation, stock splits and
stock dividends),
products and proceeds of any of the foregoing (collectively,
"Collateral"). The
term "proceeds" shall have the meaning provided in the Louisiana
Commercial
Laws, LSA-R.S. ss.10:1-101, ET. SEQ.
Grantor warrants with respect to the Collateral that, except
as
otherwise specifically provided herein (a) Grantor is the owner
of 100% of the
membership interests in the LLC; (b) the Collateral is not
subject to any prior
assignment, claim, lien or security interest; and (c) Grantor
will not make any
assignment of the Collateral or create any further security
therein, nor permit
Grantor's right in the Collateral to be reached by attachment,
levy, garnishment
or other judicial process, without first negotiating with
Secured Party, in good
faith, to provide Secured Party with a first priority security
interest on
membership interests in the LLC with an appraised value of 150%
of the
then-outstanding principal amount of the Obligations.
Secured Party hereby acknowledges that, contemporaneously
herewith,
Grantor has granted security interests in the Collateral to No
Logo Air, Inc.
and to Isaac Suder, and that for all times that Secured Party,
No Logo Air, Inc.
and Isaac Suder, or any two of them or their
successors-in-interest, continue to
hold a security interest in the Collateral, the ranking of their
respective
security interests shall be governed by the terms of an
Intercreditor Agreement
entered into on even date herewith.
All Collateral shall remain subject to this Security Agreement
until
all of the Obligations have been paid and the Collateral has
been returned by
Secured Party to the possession of Grantor. Secured Party may
renew any and all
renewable items included in the Collateral. All interest,
dividends, in
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