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EXHIBIT 10.2

[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 New Orleans,
L.L.C. (individually, the "BORROWER" and if more than one, collectively, the
"BORROWERS"), whose address is 4006 Highway 44, Garyville, LA 70051.

1.    CREDIT FACILITIES.

      1.1   SCOPE. This agreement, unless otherwise agreed to in writing by the
            Bank and the Borrower or prohibited by any Legal Requirement (as
            hereafter defined), governs the Credit Facilities as defined below.
            Advances under any Credit Facilities shall be subject to the
            procedures established from time to time by the Bank. Any procedures
            agreed to by the Bank with respect to obtaining advances, including
            automatic loan sweeps, shall not vary the terms or conditions of
            this agreement or the other Related Documents regarding the Credit
            Facilities.

2.    DEFINITIONS AND INTERPRETATIONS.

      2.1   DEFINITIONS. As used in this agreement, the following terms have the
            following respective meanings:

            A. "AFFILIATE" means any Person which, directly or indirectly
            Controls or is Controlled by or under common Control with, another
            Person, and any director or officer thereof. The Bank is under no
            circumstances to be deemed an Affiliate of the Borrower or any of
            its Subsidiaries.

            B. "AUTHORIZING DOCUMENTS" means certificates of authority to
            transact business, certificates of good standing, borrowing
            resolutions, appointments, officer's certificates, certificates of
            incumbency, and other documents which empower and authorize or
            evidence the power and authority of all Persons (other than the
            Bank) executing any Related Document or their representatives to
            execute and deliver the Related Documents and perform the Person's
            obligations thereunder.

            C. "COLLATERAL" means all Property, now or in the future subject to
            any Lien in favor of the Bank, securing or intending to secure, any
            of the Liabilities.

            D. "CONTROL" as used with respect to any Person, means the power to
            direct or cause the direction of, the management and policies of
            that Person, directly or indirectly, whether through the ownership
            of Equity Interests, by contract, or otherwise. "Controlling" and
            "Controlled" have meanings correlative thereto.

            E. "CREDIT FACILITIES" means all extensions of credit from the Bank
            to the Borrower, whether now existing or hereafter arising,
            including but not limited to those described in Section 1, if any,
            and those extended contemporaneously with this agreement.

            F. "DISTRIBUTIONS" means all dividends and other distributions made
            to any Equity Owners, other than salary, bonuses, and other
            compensation for services expended in the current accounting period.

            G. "EQUITY INTERESTS" means shares of capital stock, partnership
            interests, membership interests in a limited liability company,
            beneficial interests in a trust or other equity ownership interests
            in a Person, and any warrants, options or other rights entitling the
            holder thereof to purchase or acquire any such equity interest.

            H. "EQUITY OWNER" means a shareholder, partner, member, holder of a
            beneficial interest in a trust or other owner of any Equity
            Interests.

            I. "GAAP" means generally accepted accounting principles in effect
            from time to time in the United States of America, consistently
            applied.

            J. "LEGAL REQUIREMENT" means any law, ordinance, decree,
            requirement, order, judgment, rule, regulation (or interpretation of
            any of the foregoing) of any foreign governmental authority, the
            United States of America, any state thereof, any political
            subdivision of any of the foregoing or any agency, department,
            commission, board, bureau, court or other tribunal having
            jurisdiction over the Bank, any Pledgor or any Obligor or any of its
            Subsidiaries or their respective Properties or any agreement by
            which any of them is bound.


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            K. "LIABILITIES" means all indebtedness, liabilities and obligations
            of every kind and character of the Borrower to the Bank, whether the
            obligations, indebtedness and liabilities are individual, joint and
            several (solidary), contingent or otherwise, now or hereafter
            existing, including, without limitation, all liabilities, interest,
            costs and fees, arising under or from any note, open account,
            overdraft, credit card, lease, Rate Management Transaction, letter
            of credit application, endorsement, surety agreement, guaranty,
            acceptance, foreign exchange contract or depository service
            contract, whether payable to the Bank or to a third party and
            subsequently acquired by the Bank, any monetary obligations
            (including interest) incurred or accrued during the pendency of any
            bankruptcy, insolvency, receivership or other similar proceedings,
            regardless of whether allowed or allowable in such proceeding, and
            all renewals, extensions, modifications, consolidations,
            rearrangements, restatements, replacements or substitutions of any
            of the foregoing.

            L. "LIEN" means any mortgage, deed of trust, pledge, charge,
            encumbrance, security interest, collateral assignment or other lien
            or restriction of any kind.

            M. "NOTES" means all promissory notes, instruments and/or contracts
            now or hereafter evidencing the Credit Facilities.

            N. "OBLIGOR" means any Borrower, guarantor, surety, co-signer,
            endorser, general partner or other Person who may now or in the
            future be obligated to pay any of the Liabilities.

            O. "ORGANIZATIONAL DOCUMENTS" means, with respect to any Person,
            certificates of existence or formation, documents establishing or
            governing the Person or evidencing or certifying that the Person is
            duly organized and validly existing in accordance with all
            applicable Legal Requirements, including all amendments,
            restatements, supplements or modifications to such certificates and
            documents as of the date of the Related Document referring to the
            Organizational Document and any and all future modifications thereto
            approved by the Bank.

            P. "PERMITTED INVESTMENTS" means (1) readily marketable direct
            obligations of the United States of America or any agency thereof
            with maturities of one year or less from the date of acquisition;
            (2) fully insured (if issued by a bank other than the Bank)
            certificates of deposit with maturities of one year or less from the
            date of acquisition issued by any commercial bank operating in the
            United States of America having capital and surplus in excess of
            $500,000,000.00; and (3) commercial paper of a domestic issuer if at
            the time of purchase such paper is rated in one of the two highest
            rating categories of Standard and Poor's Corporation or Moody's
            Investors Service.

            Q. "PERSON" means any individual, corporation, partnership, limited
            liability company, joint venture, joint stock association,
            association, bank, business trust, trust, unincorporated
            organization, any foreign governmental authority, the United States
            of America, any state of the United States and any political
            subdivision of any of the foregoing or any other form of entity.

            R. "PLEDGOR" means any Person providing Collateral.

            S. "PROPERTY" means any interest in any kind of property or asset,
            whether real, personal or mixed, tangible or intangible.

            T. "RATE MANAGEMENT TRANSACTION" means any transaction (including an
            agreement with respect thereto) that is a rate swap, basis swap,
            forward rate transaction, commodity swap, commodity option, equity
            or equity index swap, equity or equity index option, bond option,
            interest rate option, foreign exchange transaction, cap transaction,
            floor transaction, collar transaction, forward transaction, currency
            swap transaction, cross-currency rate swap transaction, currency
            option, derivative transaction or any other similar transaction
            (including any option with respect to any of these transactions) or
            any combination thereof, whether linked to one or more interest
            rates, foreign currencies, commodity prices, equity prices or other
            financial measures.

            U. "RELATED DOCUMENTS" means this agreement, the Notes, applications
            for letters of credit, all loan agreements, credit agreements,
            reimbursement agreements, security agreements, mortgages, deeds of
            trust, pledge agreements, assignments, guaranties, and any other
            instrument or document executed in connection with this agreement or
            with any of the Liabilities.

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            V. "SUBSIDIARY" means, as to any particular Person (the "parent"), a
            Person the accounts of which would be consolidated with those of the
            parent in the parent's consolidated financial statements if such
            financial statements were prepared in accordance with GAAP as of the
            date of determination, as well as any other Person of which fifty
            percent (50%) or more of the Equity Interests is at the time of
            determination directly or indirectly owned, Controlled or held, by
            the parent or by any Person or Persons Controlled by the parent,
            either alone or together with the parent.

      2.2   INTERPRETATIONS. Whenever possible, each provision of the Related
            Documents shall be interpreted in such manner as to be effective and
            valid under applicable Legal Requirements. If any provision of this
            agreement cannot be enforced, the remaining portions of this
            agreement shall continue in effect. In the event of any conflict or
            inconsistency between this agreement and the provisions of any other
            Related Documents, the provisions of this agreement shall control.
            Use of the term "including" does not imply any limitation on (but
            may expand) the antecedent reference. Any reference to a particular
            document includes all modifications, supplements, replacements,
            renewals or extensions of that document, but this rule of
            construction does not authorize amendment of any document without
            the Bank's consent. Section headings are for convenience of
            reference only and do not affect the interpretation of this
            agreement. Except as otherwise expressly provided herein, all terms
            of an accounting or financial nature shall be construed in
            accordance with GAAP. Whenever the Bank's determination, consent,
            approval or satisfaction is required under this agreement or the
            other Related Documents or whenever the Bank may at its option take
            or refrain from taking any action under this agreement or the other
            Related Documents, the decision as to whether or not the Bank makes
            the determination, consents, approves, is satisfied or takes or
            refrains from taking any action, shall be in the sole and exclusive
            discretion of the Bank, and the Bank's decision shall be final and
            conclusive.

3.    CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT.

      3.1   CONDITIONS PRECEDENT TO INITIAL EXTENSION OF CREDIT UNDER EACH OF
            THE CREDIT FACILITIES. Before the first extension of credit governed
            by this agreement and any initial advance under any of the Credit
            Facilities, whether by disbursement of a loan, issuance of a letter
            of credit, or otherwise, the Borrower shall deliver to the Bank, in
            form and substance satisfactory to the Bank:

            A. LOAN DOCUMENTS. The Notes, and as applicable, the letter of
            credit applications, reimbursement agreements, the security
            agreements, the pledge agreements, financing statements, mortgages
            or deeds of trust, the guaranties, the subordination agreements, and
            any other documents which the Bank may reasonably require to give
            effect to the transactions described in this agreement or the other
            Related Documents;

            B. ORGANIZATIONAL AND AUTHORIZING DOCUMENTS. The Organizational
            Documents and Authorizing Documents of the Borrower and any other
            Persons (other than the Bank) executing the Related Documents in
            form and substance satisfactory to the Bank that at a minimum: (i)
            document the due organization, valid existence and good standing of
            the Borrower and every other Person (other than the Bank) that is a
            party to this agreement or any other Related Document; (ii) evidence
            that each Person (other than the Bank) which is a party to this
            agreement or any other Related Document has the power and authority
            to enter into the transactions described therein; and (iii) evidence
            that the Person signing on behalf of each Person that is a party to
            the Related Documents (other than the Bank) is duly authorized to do
            so; and

            C. LIENS. The termination, assignment or subordination, as
            determined by the Bank, of all Liens on the Collateral in favor of
            any secured party (other than the Bank).

            D. PLEDGE. An Assignment of Deposit Account evidencing a pledge of
            an amount equal to at least twelve (12) months of principal due and
            payable under the $2,500,000.00 term loan being extended by the Bank
            to the Borrower to secure the Borrower's Liabilities to the Bank.
            The pledge evidenced by such Assignment of Deposit Account shall
            remain in effect until the Borrower achieves a Fixed Charge Coverage
            Ratio (as defined in Section 5.2.M of this agreement) of at least
            1.20 to 1.00 on or after March 31, 2010.

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      3.2   CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT. Before any
            extension of credit governed by this agreement, whether by
            disbursement of a loan, issuance of a letter of credit or otherwise,
            the following conditions must be satisfied:

            A. REPRESENTATIONS. The representations of the Borrower and any
            other parties, other than the Bank, in the Related Documents are
            true on and as of the date of the request for and funding of the
            extension of credit;

            B. NO EVENT OF DEFAULT. No default, event of default or event that
            would constitute a default or event of default but for the giving of
            notice, the lapse of time or both, has occurred in any provision of
            this agreement, the Notes or any other Related Documents and is
            continuing or would result from the extension of credit;

            C. ADDITIONAL APPROVALS, OPINIONS, AND DOCUMENTS. The Bank has
            received any other approvals, opinions and documents as it may
            reasonably request; and

            D. NO PROHIBITION OR ONEROUS CONDITIONS. The making of the extension
            of credit is not prohibited by and does not subject the Bank, any
            Obligor, or any Subsidiary of the Borrower to any penalty or onerous
            condition under, any Legal Requirement.

4.    AFFIRMATIVE COVENANTS. The Borrower agrees to do, and cause each of its
      Subsidiaries to do, each of the following:

      4.1   INSURANCE. Maintain insurance with financially sound and reputable
            insurers, with such insurance and insurers to be satisfactory to the
            Bank, covering its Property and business against those casualties
            and contingencies and in the types and amounts as are in accordance
            with sound business and industry practices, and furnish to the Bank,
            upon request of the Bank, reports on each existing insurance policy
            showing such information as the Bank may reasonably request.

      4.2   EXISTENCE. Maintain its existence and business operations as
            presently in effect in accordance with all applicable Legal
            Requirements, pay its debts and obligations when due under normal
            terms, and pay on or before their due date, all taxes, assessments,
            fees and other governmental monetary obligations, except as they may
            be contested in good faith if they have been properly reflected on
            its books and, at the Bank's request, adequate funds or security has
            been pledged or reserved to insure payment.

      4.3   FINANCIAL RECORDS. Maintain proper books and records of account, in
            accordance with GAAP, and consistent with financial statements
            previously submitted to the Bank.

      4.4   INSPECTION. Permit the Bank, its agents and designees to: (a)
            inspect and photograph its Property, to examine and copy files,
            books and records, and to discuss its business, operations,
            prospects, assets, affairs and financial condition with the
            Borrower's or its Subsidiaries' officers and accountants, at times
            and intervals as the Bank reasonably determines; (b) perform audits
            or other inspections of the Collateral, including the records and
            documents related to the Collateral; and (c) confirm with any Person
            any obligations and liabilities of the Person to the Borrower or its
            Subsidiaries. The Borrower will, and will cause its Subsidiaries to
            cooperate with any inspection or audit. The Borrower will pay the
            Bank the reasonable costs and expenses of any audit or inspection of
            the Collateral (including fees and expenses charged internally by
            the Bank for asset reviews) promptly after receiving the invoice.

      4.5   FINANCIAL REPORTS. Furnish to the Bank whatever information,
            statements, books and records the Bank may from time to time
            reasonably request, including at a minimum:

            A. Within forty-five (45) days after each quarterly period, the
            consolidated financial statements of the Borrower and its
            Subsidiaries prepared and presented in accordance with GAAP,
            including a balance sheet as of the end of that period, and income
            statement for that period, and, if requested at any time by the
            Bank, statements of cash flow and retained earnings for that period,
            all certified as correct by one of its authorized agents.


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            B. Within one hundred and twenty (120) days after and as of the end
            of each of its fiscal years, the consolidated financial statements
            of the Borrower and its Subsidiaries prepared and presented in
            accordance with GAAP, including a balance sheet and statements of
            income, cash flow and retained earnings, such financial statements
            to be compiled by an independent certified public accountant of
            recognized standing satisfactory to the Bank.

      4.6   NOTICES OF CLAIMS, LITIGATION, DEFAULTS, ETC. Promptly inform the
            Bank in writing of: (1) all existing and all threatened litigation,
            claims, investigations, administrative proceedings and similar
            actions or changes in Legal Requirements affecting it which could
            materially affect its business, assets, affairs, prospects or
            financial condition; (2) the occurrence of any event which gives
            rise to the Bank's option to terminate the Credit Facilities; (3)
            the institution of steps by it to withdraw from, or the institution
            of any steps to terminate, any employee benefit plan as to which it
            may have liability; (4) any reportable event or any prohibited
            transaction in connection with any employee benefit plan; (5) any
            additions to or changes in the locations of its businesses; and (6)
            any alleged breach by the Bank of any provision of this agreement or
            of any other Related Document.

      4.7   OTHER AGREEMENTS. Comply with all terms and conditions of all other
            agreements, whether now or hereafter existing, between it and any
            other Person.

      4.8   TITLE TO ASSETS AND PROPERTY. Maintain good and marketable title to
            all of its Properties, and defend them against all claims and
            demands of all Persons at any time claiming any interest in them.

      4.9   ADDITIONAL ASSURANCES. Promptly make, execute and deliver any and
            all agreements, documents, instruments and other records that the
            Bank may request to evidence any of the Credit Facilities, cure any
            defect in the execution and delivery of any of the Related
            Documents, perfect any Lien, comply with any Legal Requirement
            applicable to the Bank or the Credit Facilities or describe more
            fully particular aspects of the agreements set forth or intended to
            be set forth in any of the Related Documents.

      4.10  EMPLOYEE BENEFIT PLANS. Maintain each employee benefit plan as to
            which it may have any liability, in compliance with all Legal
            Requirements.

      4.11  BANKING RELATIONSHIP. Establish and maintain its primary banking
            depository and disbursement relationship with the Bank.

      4.12  COMPLIANCE CERTIFICATES. Provide the Bank, within one hundred and
            twenty (120) days after the end of each fiscal year, with a
            certificate executed by its chief financial officer, or other
            officer or an individual satisfactory to the Bank, certifying that,
            as of the date of the certificate, no default exists under any
            provision of this agreement or the other Related Documents.

5.    NEGATIVE COVENANTS.

      5.1   Unless otherwise noted, the financial requirements set forth in this
            section will be computed in accordance with GAAP applied on a basis
            consistent with financial statements previously submitted by the
            Borrower to the Bank.

      5.2   Without the written consent of the Bank, the Borrower will not and
            no Subsidiary of the Borrower will:

            A. DISTRIBUTIONS. Redeem, retire, purchase or otherwise acquire,
            directly or indirectly, any of its Equity Interests, return any
            contribution to an Equity Owner or, other than stock dividends and
            dividends paid to the Borrower, declare or pay any Distributions;
            provided, however, that if there is no existing default under this
            agreement or any other Related Document and to do so will not cause
            a default under any of such agreements the Borrower may pay
            Distributions to its Equity Owners sufficient in amount to pay their
            income tax obligations attributable to the Borrower's taxable income
            if the Borrower is a sub S corporation, limited liability company or
            partnership.

            B. SALE OF EQUITY INTERESTS. Issue, sell or otherwise dispose of its
            Equity Interests.

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            C. DEBT. Incur, contract for, assume, or permit to remain
            outstanding, indebtedness for borrowed money, installment
            obligations, or obligations under capital leases or operating
            leases, other than (1) unsecured trade debt incurred in the ordinary
            course of business, (2) indebtedness owing to the Bank, (3)
            indebtedness reflected in its latest financial statement furnished
            to the Bank prior to execution of this agreement and that is not to
            be paid with proceeds of borrowings under the Credit Facilities, and
            (4) indebtedness outstanding as of the date hereof that has been
            disclosed to the Bank in writing and that is not to be paid with
            proceeds of borrowings under the Credit Facilities.

            D. GUARANTIES. Guarantee or otherwise become or remain secondarily
            liable on the undertaking of another, except for endorsement of
            drafts for deposit and collection in the ordinary course of
            business.

            E. LIENS. Create or permit to exist any Lien on any of its Property
            except: existing Liens known to and approved by the Bank; Liens to
            the Bank; Liens incurred in the ordinary course of business securing
            current nondelinquent liabilities for taxes, worker's compensation,
            unemployment insurance, social security and pension liabilities.

            F. USE OF PROCEEDS. Use, or permit any proceeds of the Credit
            Facilities to be used, directly or indirectly, for the purpose of
            "purchasing or carrying any margin stock" within the meaning of
            Federal Reserve Board Regulation U. At the Bank's request, it will
            furnish a completed Federal Reserve Board Form U-1.

            G. CONTINUITY OF OPERATIONS. (1) Engage in any business activities
            substantially different from those in which it is presently engaged;
            (2) cease operations, liquidate, merge, transfer, acquire or
            consolidate with any other Person, change its name, dissolve, or
            sell any assets out of the ordinary course of business; or (3) enter
            into any arrangement with any Person providing for the leasing by it
            of Property which has been sold or transferred by it to such Person.

            H. LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into any agreement
            with any Person other than the Bank which prohibits or limits its
            ability to create or permit to exist any Lien on any of its
            Property, whether now owned or hereafter acquired.

            I. CONFLICTING AGREEMENTS. Enter into any agreement containing any
            provision which would be violated or breached by the performance of
            its obligations under this agreement or any of the other Related
            Documents.

            J. TRANSFER OF OWNERSHIP. Permit any pledge of any Equity Interest
            in it or any sale or other transfer of any Equity Interest in it.

            K. LIMITATION ON LOANS, ADVANCES TO AND INVESTMENTS IN OTHERS AND
            RECEIVABLES FROM OTHERS. Purchase, hold or acquire any Equity
            Interest or evidence of indebtedness of, make or permit to exist any
            loans or advances to, permit to exist any receivable from, or make
            or permit to exist any investment or acquire any interest whatsoever
            in, any Person, except: (1) extensions of trade credit to customers
            in the ordinary course of business on ordinary terms; (2) Permitted
            Investments; and (3) loans, advances, investments and receivables
            existing as of the date of this agreement that have been disclosed
            to and approved by the Bank in writing and that are not to be paid
            with proceeds of borrowings under the Credit Facilities.

            L. ORGANIZATIONAL DOCUMENTS. Alter, amend or modify any of its
            Organizational Documents.

            M. FIXED CHARGE COVERAGE RATIO. Beginning March 31, 2010, permit its
            "Fixed Charge Coverage Ratio" (hereinafter defined in this
            subsection) for any "Test Period" (hereinafter defined in this
            subsection) to be less than 1.20 to 1.00. As used in this subsection
            the term "FIXED CHARGE COVERAGE RATIO" means the ratio of (i) net
            income before income tax expense, plus amortization expense,
            depreciation expense, interest expense, rent and operating lease
            payments made, minus any Distributions made, all computed for the
            Test Period, to (ii) prior period current maturities of long term
            debt and capital leases (i.e., current maturities of long term debt
            and capital leases computed as of the beginning of the Test Period),
            plus interest expense, income tax expense, rent and operating lease
            payments made, all computed for the Test Period, except as expressly
            noted otherwise. As used in this subsection, the term "TEST PERIOD"
            means each period of twelve consecutive months.

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            N. GOVERNMENT REGULATION. (1) Be or become subject at any time to
            any Legal Requirement or list of any government agency (including,
            without limitation, the U.S. Office of Foreign Asset Control list)
            that prohibits or limits the Bank from making any advance or
            extension of credit to it or from otherwise conducting business with
            it, or (2) fail to provide documentary and other evidence of its
            identity as may be requested by the Bank at any time to enable the
            Bank to verify its identity or to comply with any applicable Legal
            Requirement, including, without limitation, Section 326 of the USA
            Patriot Act of 2001, 31 U.S.C. Section 5318.

            O. SUBSIDIARIES. Form, create or acquire any Subsidiary.

      5.3   FINANCIAL STATEMENT CALCULATIONS. The financial covenant(s) set
            forth in the Section entitled "Negative Covenants" or in any
            subsection thereof shall, except as may be otherwise expressly
            provided with respect to any particular financial covenant, be
            calculated on the basis of the Borrower's financial statements
            prepared on a consolidated basis with its Subsidiaries in accordance
            with GAAP. Except as may be otherwise expressly provided with
            respect to any particular financial covenant, if any financial
            covenant states that it is to be tested with respect to any
            particular period of time (which may be referred to therein as a
            "Test Period") ending on any test date (e.g., a fiscal month end,
            fiscal quarter end, or fiscal year end), then compliance with that
            covenant shall be required commencing with the period of time ending
            on the first test date that occurs after the date of this agreement
            (or, if applicable, of the amendment to this agreement which added
            or amended such financial covenant).

6.    REPRESENTATIONS AND WARRANTIES BY THE BORROWER. To induce the Bank to
      enter into this agreement and to extend credit or other financial
      accommodations under the Credit Facilities, the Borrower represents and
      warrants as of the date of this agreement and as of the date of each
      request for credit under the Credit Facilities that each of the following
      statements is and shall remain true and correct throughout the term of
      this agreement and until all Credit Facilities and all Liabilities under
      the Notes and other Related Documents are paid in full: (a) the execution
      and delivery of this agreement and the other Related Documents to which it
      is a party, and the performance of the obligations they impose, do not
      violate any Legal Requirement, conflict with any agreement by which it is
      bound, or require the consent or approval of any other Person, (b) this
      agreement and the other Related Documents have been duly authorized,
      executed and delivered by all parties thereto (other than the Bank) and
      are valid and binding agreements of those Persons, enforceable according
      to their terms, except as may be limited by bankruptcy, insolvency or
      other laws affecting the enforcement of creditors' rights generally and by
      general principles of equity, (c) all balance sheets, profit and loss
      statements, and other financial statements and other information furnished
      to the Bank in connection with the Liabilities are accurate and fairly
      reflect the financial condition of the Persons to which they apply on
      their effective dates, including contingent liabilities of every type,
      which financial condition has not changed materially and adversely since
      those dates, (d) no litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) is pending
      or threatened against it, and no other event has occurred which may in any
      one case or in the aggregate materially adversely affect it or any of its
      Subsidiaries' financial condition, properties, business, affairs or
      operations other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by the Bank in writing, (e) all of
      its tax returns and reports that are or were required to be filed, have
      been filed, and all taxes, assessments and other governmental charges have
      been paid in full, except those presently being contested by it in good
      faith and for which adequate reserves have been provided, (f) it is not an
      "investment company" or a company "controlled" by an "investment company",
      within the meaning of the Investment Company Act of 1940, as amended, (g)
      it is not a "holding company", or a "subsidiary company" of a "holding
      company" or an "affiliate" of a "holding company" or of a "subsidiary
      company" of a "holding company" within the meaning of the Public Utility
      Holding Company Act of 1935, as amended, (h) there are no defenses or
      counterclaims, offsets or adverse claims, demands or actions of any kind,
      personal or otherwise, that it could assert with respect to this agreement
      or the Credit Facilities, (i) it owns, or is licensed to use, all
      trademarks, trade names, copyrights, technology, know-how and processes
      necessary for the conduct of its business as currently conducted, and (j)
      no part of the proceeds of the Credit Facilities will be used for
      "purchasing" or "carrying" any "margin stock" within the respective
      meanings of each of the quoted terms under Regulation U of the Board of
      Governors of the Federal Reserve System of the United States (the "BOARD")
      as now and from time to time hereafter in effect or for any purpose which
      violates the provisions of any regulations of the Board or any other Legal
      Requirement. The Borrower, other than a natural Person, further represents
      that: (a) it is duly organized and validly existing under the laws of the


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<PAGE>

      state where it is organized and is in good standing in its state of
      organization and each state where it is doing business, and (b) the
      execution and delivery of this agreement and the other Related Documents
      to which it is a party and the performance of the obligations they impose
      (i) are within its powers, (ii) have been duly authorized by all necessary
      action of its governing body, and (iii) do not contravene the terms of its
      Organizational Documents or other agreement or document governing its
      affairs.

7.    DEFAULT/REMEDIES. If any of the Credit Facilities is not paid at maturity,
      whether by acceleration or otherwise, or if a default by anyone occurs
      under the terms of this agreement, the Notes or any other Related
      Documents, then the Bank shall have all of the rights and remedies
      provided by any law, equity or agreement.

8.    MISCELLANEOUS.

      8.1   NOTICE. Any notices and demands under or related to this agreement
            shall be in writing and delivered to the intended party at its
            address stated in this agreement, and if to the Bank, at its main
            office if no other address of the Bank is specified in this
            agreement, by one of the following means: (a) by hand; (b) by a
            nationally recognized overnight courier service; or (c) by certified
            mail, postage prepaid, with return receipt requested. Notice shall
            be deemed given: (a) upon receipt if delivered by hand; (b) on the
            Delivery Day after the day of deposit with a nationally recognized
            courier service; or (c) on the third Delivery Day after the notice
            is deposited in the mail. "DELIVERY DAY" means a day other than a
            Saturday, a Sunday or any other day on which national banking
            associations are authorized to be closed. Any party may change its
            address for purposes of the receipt of notices and demands by giving
            notice of the change in the manner provided in this provision.

      8.2   NO WAIVER. No delay on the part of the Bank in the exercise of any
            right or remedy waives that right or remedy. No single or partial
            exercise by the Bank of any right or remedy precludes any other
            future exercise of it or the exercise of any other right or remedy.
            The making of an advance during the existence of any default or
            subsequent to the occurrence of a default or when all conditions
            precedent have not been met shall not constitute a waiver of the
            default or condition precedent. No waiver or indulgence by the Bank
            of any default is effective unless it is in writing and signed by
            the Bank, nor shall a waiver on one occasion bar or waive that right
            on any future occasion.

      8.3   INTEGRATION. This agreement, the Notes, and the other Related
            Documents embody the entire agreement and understanding between the
            Borrower and the Bank and supersede all prior agreements and
            understandings relating to their subject matter. If any one or more
            of the obligations of the Borrower under this agreement or the Notes
            is invalid, illegal or unenforceable in any jurisdiction, the
            validity, legality and enforceability of the remaining obligations
            of the Borrower shall not in any way be affected or impaired, and
            the invalidity, illegality or unenforceability in one jurisdiction
            shall not affect the validity, legality or enforceability of the
            obligations of the Borrower under this agreement, the Notes and the
            other Related Documents in any other jurisdiction.

      8.4   JOINT AND SEVERAL LIABILITY. Each party executing this agreement as
            the Borrower is individually, jointly and severally (solidarily)
            liable under this agreement.

      8.5   GOVERNING LAW AND VENUE. This agreement shall be governed by and
            construed in accordance with the laws of the State of Louisiana
            (without giving effect to its laws of conflicts). The Borrower
            agrees that any legal action or proceeding with respect to any of
            its obligations under this agreement may be brought by the Bank in
            any state or federal court located in the State of Louisiana, as the
            Bank in its sole discretion may elect. By the execution and delivery
            of this agreement, the Borrower submits to and accepts, for itself
            and in respect of its property, generally and unconditionally, the
            non-exclusive jurisdiction of those courts. The Borrower waives any
            claim that the State of Louisiana is not a convenient forum or the
            proper venue for any such suit, action or proceeding.


                                       8

<PAGE>

      8.6   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Borrower understands
            and agrees that in extending the Credit Facilities, the Bank is
            relying on all representations, warranties, and covenants made by
            the Borrower in this agreement or in any certificate or other
            instrument delivered by the Borrower to the Bank under this
            agreement or in any of the other Related Documents. The Borrower
            further agrees that regardless of any investigation made by the
            Bank, all such representations, warranties and covenants will
            survive the making of the Credit Facilities and delivery to the Bank
            of this agreement, shall be continuing in nature, and shall remain
            in full force and effect until such time as the Liabilities shall be
            paid in full.

      8.7   NON-LIABILITY OF THE BANK. The relationship between the Borrower and
            the Bank created by this agreement is strictly a debtor and creditor
            relationship and not fiduciary in nature, nor is the relationship to
            be construed as creating any partnership or joint venture between
            the Bank and the Borrower. The Borrower is exercising its own
            judgment with respect to its business. All information supplied to
            the Bank is for the Bank's protection only and no other party is
            entitled to rely on such information. There is no duty for Bank to
            review, inspect, supervise or inform the Borrower of any matter with
            respect to the Borrower's business. The Bank and the Borrower intend
            that the Bank may reasonably rely on all information supplied by the
            Borrower to the Bank, together with all representations and
            warranties given by the Borrower to the Bank, without investigation
            or confirmation by the Bank and that any investigation or failure to
            investigate will not diminish the Bank's right to so rely.

      8.8   INDEMNIFICATION OF THE BANK. The Borrower agrees to indemnify,
            defend and hold the Bank, its parent companies, Subsidiaries,
            Affiliates, their respective successors and assigns and each of
            their respective shareholders, directors, officers, employees and
            agents (collectively, the "INDEMNIFIED PERSONS") harmless from any
            and against any and all loss, liability, obligation, damage,
            penalty, judgment, claim, deficiency, expense, interest, penalties,
            attorneys' fees (including the fees and expenses of any attorneys
            engaged by the Indemnified Person) and amounts paid in settlement
            ("CLAIMS") to which any Indemnified Person may become subject
            arising out of or relating to the Credit Facilities, the Liabilities
            under this agreement or any other Related Documents or the
            Collateral, except to the limited extent that the Claims are
            proximately caused by the Indemnified Person's gross negligence or
            willful misconduct. The indemnification provided for in this
            paragraph shall survive the termination of this agreement and shall
            not be affected by the presence, absence or amount of or the payment
            or nonpayment of any claim under, any insurance.

      8.9   COUNTERPARTS. This agreement may be executed in multiple
            counterparts, each of which, when so executed, shall be deemed an
            original, but all such counterparts, taken together, shall
            constitute one and the same agreement.

      8.10  ADVICE OF COUNSEL. The Borrower acknowledges that it has been
            advised by counsel, or had the opportunity to be advised by counsel,
            in the negotiation, execution and delivery of this agreement and any
            other Related Documents.

      8.11  RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in
            any Legal Requirement, or the interpretation or application of any
            thereof by any court or administrative or governmental authority
            (including any request or policy not having the force of law) shall
            impose, modify, or make applicable any taxes (except federal, state,
            or local income or franchise taxes imposed on the Bank), reserve
            requirements, capital adequacy requirements, Federal Deposit
            Insurance Corporation (FDIC) deposit insurance premiums or
            assessments, or other obligations which would (A) increase the cost
            to the Bank for extending, maintaining or funding the Credit
            Facilities, (B) reduce the amounts payable to the Bank under the
            Credit Facilities, or (C) reduce the rate of return on the Bank's
            capital as a consequence of the Bank's obligations with respect to
            the Credit Facilities, then the Borrower agrees to pay the Bank such
            additional amounts as will compensate the Bank therefor, within five
            (5) days after the Bank's written demand for such payment. The
            Bank's demand shall be accompanied by an explanation of such
            imposition or charge and a calculation in reasonable detail of the
            additional amounts payable by the Borrower, which explanation and
            calculations shall be conclusive in the absence of manifest error.


                                       9

<PAGE>

      8.12  EXPENSES. The Borrower agrees to pay or reimburse the Bank for all
            its out-of-pocket costs and expenses and reasonable attorneys' fees
            (including the fees of in-house counsel) incurred in connection with
            the development, preparation and execution of, and in connection
            with the enforcement or preservation of any rights under, this
            agreement, any amendment, supplement, or modification thereto, and
            any other Related Documents. These costs and expenses include
            without limitation any costs or expenses incurred by the Bank in any
            bankruptcy, reorganization, insolvency or other similar proceeding.

9.    USA PATRIOT ACT NOTIFICATION. The following notification is provided to
      the Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31
      U.S.C. Section 5318:

      IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help
      the government fight the funding of terrorism and money laundering
      activities, Federal law requires all financial institutions to obtain,
      verify, and record information that identifies each Person that opens an
      account, including any deposit account, treasury management account, loan,
      other extension of credit, or other financial services product. What this
      means for the Borrower: When the Borrower opens an account, if it is an
      individual the Bank will ask for its name, taxpayer identification number,
      residential address, date of birth, and other information that will allow
      the Bank to identify it, and, if it is not an individual the Bank will ask
      for its name, taxpayer identification number, business address, and other
      information that will allow the Bank to identify it. The Bank may also
      ask, if the Borrower is an individual, to see its driver's license or
      other identifying documents, and if it is not an individual, to see its
      Organizational Documents or other identifying documents.

10.   WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT
      PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER
      FROM THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY,
      PUNITIVE OR CONSEQUENTIAL DAMAGES.

11.   JURY WAIVER. THE BORROWER AND THE BANK HEREBY VOLUNTARILY, KNOWINGLY,
      IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE
      IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE)
      BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO
      THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO
      PROVIDE THE FINANCING DESCRIBED HEREIN.

ADDRESS(ES) FOR NOTICES:                 BORROWER:

4006 Highway 44                          Blackwater New Orleans, L.L.C.
Garyville, LA 70051


                                         By: Blackwater Midstream Corp., Manager

Attn:                                    By:
      ------------------------------         -----------------------------------

                                             -----------------------------------
                                             Printed Name                  Title

                                         Date Signed:
                                                      --------------------------

ADDRESS FOR NOTICES:                     BANK:

201 St. Charles Avenue                   JPMorgan Chase Bank, N.A.
New Orleans, LA 70170

Attn:                                    By:
      ------------------------------         -----------------------------------

                                             -----------------------------------
                                             Printed Name                  Title

                                         Date Signed:
                                                      --------------------------


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