Attached files
| file | filename |
|---|---|
| EX-10.5 - NON-REVOLVING LINE OF CREDIT NOTE - Blackwater Midstream Corp. | blackwater_ex1005.htm |
| EX-10.3 - LIMITED LIABILITY COMPANY CERTIFICATE - Blackwater Midstream Corp. | blackwater_8k-ex1003.htm |
| EX-10.2 - FIRST AMEDMENT TO CREDIT AGREEMENT - Blackwater Midstream Corp. | blackwater_8k-ex1002.htm |
| EX-10.4 - SUBORDINATION AGREEMENT - Blackwater Midstream Corp. | blackwater_ex1004.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 12, 2010
BLACKWATER
MIDSTREAM CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or Other Jurisdiction of
Incorporation)
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000-51403
(Commission
File Number)
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26-2590455
(IRS
Employer
Identification
No.)
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660 LaBauve
Drive
Westwego,
LA
(Address
of Principal Executive Offices)
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70094
(Zip
Code)
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(504)
340-3000
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On February 12, 2010, Blackwater New
Orleans, L.L.C. (the “Borrower” and “BWNO”), a wholly-owned subsidiary of
Blackwater Midstream Corp. (the “Company”) entered into a First Amendment to
Credit Agreement (the “First Amendment”), a Subordination Agreement (the
“Subordination Agreement”), and a Non-Revolving Line of Credit Note (the “Credit
Note”) in the principal amount of $2,150,000 (the “Loan Amount”) with JP Morgan
Chase Bank, N.A. (“JPM”); pursuant to a Credit Agreement (the “Credit
Agreement”), dated December 23, 2008 and a letter agreement dated April 12, 2009
between the Borrower and JPM.
The First
Amendment amends the Credit Agreement as follows:
1. Subsection
1.2 was added making the $2,150,000 Credit Note available to partially finance
BWNO’s construction of three storage tanks and a ship dock at the Company’s
Westwego, LA Terminal,
2. Section
5.2B was amended to establish BWNO’s distribution limits up to a maximum amount
of $2,150,000 during any fiscal year beginning with the fiscal year ending
March 21, 2011;
3. Subsection
4.13 was added requiring the extension of the maturity or the conversion of the
Company’s convertible debt notes by certain date intervals,
4. Section
5.2M was amended to revise the Test Period definitions,
5.
Reaffirming that the collateral for the Credit Note shall be the Collateral
Mortgage, Assignment of Leases and Rents and Security Agreement by the Borrower
in favor the JPM, dated December 23, 2008, covering the property at 660 LaBauve
Drive, Westwego, Louisiana; and adds the Security Agreement by the Borrower in
favor of JPM of even date herewith covering that certain Terminal Services
Agreement between the Borrower and Martin Products Sales, L.L.C., dated as of
November 9, 2009, and
6. Establishing
certain required documentation and certain fee payments.
The
Subordination Agreement was entered into amongst the Company, BWNO and JPM who
agree that the amount of $3,000,000 (the “Subordinated Advance”) previously
loaned by the Company to BWNO is and will continue throughout the indebtedness
of BWNO to JPM be subordinated and unsecured debt. The Company had
previously contributed this debt as a capital contribution to BWNO.
The
Credit Note bears interest at the annual rate of 2.00% above the Prime Rate,
subject to certain minimum rate requirements. BWNO will pay consecutive monthly
installments of interest only, commencing February 28, 2010 and continuing on
the last day of each calendar month thereafter. In addition,
commencing on April 30, 2010, and continuing on the last day of each calendar
month thereafter, BWNO shall pay principal installments of
$35,000. All unpaid principal and accrued unpaid interest is finally
due and payable on February 12, 2011.
The
Company intends to seek an appraisal upon completion of the dock
construction. Based upon this appraisal, the Company may seek to
amend the repayment terms of the Credit Note.
Copies of
the First Amendment, Subordination Agreement and Credit Note are included as
exhibits to this current report on Form 8-K.
Item
2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.03.
Item
3.03 Material Modifications to Rights of Security Holders.
The
information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 3.03.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Exhibit
Description
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10.1
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Credit
Agreement with JP Morgan Chase Bank, N.A. (1)
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10.2
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First
Amendment to Credit Agreement with JPMorgan Chase Bank,
N.A.
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10.3
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Blackwater
New Orleans, L.L.C. Limited Liability Company
Certificate
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10.4
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Subordination
Agreement with Blackwater Midstream Corp. and JPMorgan Chase Bank,
N.A.
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10.5
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Non-Revolving
Line of Credit Note with JPMorgan Chase Bank,
N.A.
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(1)
Incorporated herein by reference to the Current Report on Form 8-K filed with
the Commission on December 31, 2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
February 18, 2010
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BLACKWATER
MIDSTREAM CORP.
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a
Nevada corporation
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By:
/s/ Donald St.
Pierre
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Donald
St. Pierre
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Chief
Financial Officer
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