Lease Agreement Between Sovereign Oil, Inc. and North American Refining Co. (April 19, 2007)

Summary

Sovereign Oil, Inc. and North American Refining Co. entered into a 90-day lease agreement for Sovereign Oil to use blending and storage facilities at North American Refining's Illinois site. Sovereign Oil will pay a nominal annual lease fee and monthly fees for blending and drying services, with no minimum usage required. Both parties are responsible for their own licenses, compliance, and liabilities. The agreement can be terminated by North American Refining with 15 days' notice, and includes mutual indemnification and force majeure provisions.

EX-10.1 2 voyager_8kex10-1.txt Exhibit 10.1 LEASE AGREEMENT This Agreement made and entered into this 19th day of April, 2007, by and between Sovereign Oil, Inc. ("Sovereign Oil"), a Nevada corporation, and North American Refining Co. ("North American Refining") (hereinafter referred to collectively as "parties"). IT IS HEREBY AGREED: 1. TERM: The term of this Agreement shall be for a period of a ninety day trial period ("Lease Period") commencing from the date of the execution of this Agreement by both parties. 2. TERMS OF PAYMENT/LEASE VALUE AND CONSIDERATION: Sovereign Oil shall pay North American Refining the following: Lease payment: $10.00 per year and Blending and Drying fees: Blending fees at $0.15 per gallon and drying fees at $0.15 per gallon. No minimum fees required under this Agreement. in consideration for use of the following located at 7601 West 47th Street, McCook, Illinois 60525: a) the "blending building" and associated equipment b) associated loading dock, and c) use of up to twenty (20) storage tanks for the blending based on availability of oils and d) equipment associated with the items above based on availability. It is agreed that Sovereign Oil will also retain the right to use other incidentals associated with its business, such as occasional use of the truck scale for weighting of loaded trucks, associated pumps for storage tanks, and entry to the site for loading or unloading of materials, entry/exit of work force, and /or servicing of equipment. Sovereign Oil payment terms are cash or good Company Check, with the Lease Payment being due upon the execution of this agreement to cover the ninety day trial period and blending and drying fees are due and payable monthly on the tenth day following the last day of each month for the previous month's activity. All blending and drying fees shall remain at the set price during the duration of this Agreement, unless otherwise agreed upon by both parties in writing, and/or in the event that Sovereign Oil requests additional storage, or site usage above and beyond that specified within said Agreement. Should Sovereign Oil request additional site space, North American Refining has agreed to make every effort possible to provide additional space within reason. 3. LICENSES: Both parties shall maintain all licenses and permits as required for their separate businesses. 4. WARRANTIES/RETENTION OF OWNERSHIP: Sovereign Oil represents and warrants that it shall comply with applicable laws and regulations regarding any business conducted at the North American Refining facility, and North American Refining represents and warrants that the ownership of all equipment and/or product kept at the North American Refining facility by Sovereign Oil shall be retained by Sovereign Oil. Sovereign Oil is responsible for all product loading and unloading in an environmentally sound and safe manner. 5. TERMINATION OF AGREEMENT: North American Refining shall have the right to terminate this Agreement with 15 days written notice. 6. FORCE MAJEURE: Neither Sovereign Oil nor North American Refining shall be construed to be in default of this Agreement to the extent either party fails to perform its obligations or duties due to forces beyond its control, including but not limited to, acts of nature, floods, fire, explosions, strikes or other labor disturbances, failure in, or inability to obtain on reasonable terms raw materials, finished products, transportation, storage and/or manufacturing facilities, breakage or malfunction, governmental, or interruptions of operations caused by acts of war or other government restraint, law or regulation. Should Sovereign Oil or North American Refining believe that a Force Majeure conditions exists, the other party shall be notified within 5-business days of such event. If such condition(s) arise that causes work stoppage, and/or reduced site use, and cannot be remedied within forty-five (45) days from the date of notice, the other party may terminate this Agreement by providing written notice of termination. 7. LIABILITY. Each party acknowledges that it shall be responsible for any loss, cost, damage, claim, or other charge that arises out of or is caused by the actions of that Party or its employees, servants or agents. No Party shall be liable for any loss, cost, damage, claim, or other charge that arises out of or is caused by the actions of any other Party or its employees or agents. Joint and several liability will not attach to the Parties; no Party is responsible for the actions of any other Party, but is only responsible for their own actions. 8. INDEMNIFICATION: Sovereign Oil hereby releases and agrees to defend, indemnify and hold North American Refining including, but not limited to, its officers, directors, partners, employees, servants, agents or other representatives, harmless from any and all liabilities, damages, costs, expenses (including without limitation, attorney's fees), losses, claims, demands, suits, actions, judgments, fines or payments for or on account of any person or Sovereign Oil itself, including its officers, directors, partners, employees, servants, agents or other representatives arising out of or resulting from any act or omission of Sovereign Oil, its officers, directors, partners, employees, servants, agents or other representatives, in connection with this agreement including personal injury (death or bodily injurty) to any person or damage to any property including property of Sovereign Oil and/or North American Refining and/or other parties, or violation of any law agency ruling, or regulations arising out of or in any way connected with Sovereign Oil's operations under this Agreement and any claim by Soveriegn Oil's customers. 2 North American Refining hereby releases and agrees to defend, indemnify and hold Sovereign Oil including, but not limited to, its officers, directors, partners, employees, servants, agents or other representatives, harmless from any and all liabilities, damages, costs, expenses (including without limitation, attorney's fees), losses, claims, demands, suits, actions, judgments, fines or payments for or on account of any person or North American Refining itself, including its officers, directors, partners, employees, servants, agents or other representatives arising out of or resulting from any act or omission of North American Refining, its officers, directors, partners, employees, servants, agents or other representatives, in connection with this agreement including personal injury (death or bodily injury) to any person or damage to any property including property of Sovereign Oil and/or North American Refining and/or other parties, or violation of any law agency ruling, or regulations arising out of or in any way connected with North American's operations under this Agreement or operations at the facility located at 7601 West 47th Street, McCook, Illinois 60525 and any claim by North American's customers. 9. GENERAL: a) The right of either party to require strict performance by the other party hereunder shall not be affected by any previous waiver, forbearance or course of dealing. All understandings and agreements relating to the subject matter hereof, either oral or written, except insofar as incorporated in this Agreement, are hereby cancelled and withdrawn. This Agreement constitutes the entire agreement of the parties in respect to the subject matter hereof and may be altered only in writing and signed by the parties hereto. b) No employees, agents and/or representatives of the respective parties shall be deemed to be the employees, agents and/or representatives of the other party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and date first above written. North American Refining Co.: By: /s/ James J. Schneider ------------------------------ Name: James J. Schneider ------------------------------ Title: President ------------------------------ Sovereign Oil Inc.: By: /s/ Sebastien C. DuFort ------------------------------ Name: Sebastien C. DuFort ------------------------------ Title: President ------------------------------ 3