OWNER – OPERATOR AGREEMENT

WHEREAS, Basin Logistics, LLC (“BASIN”), of 3719 94th Place, Lubbock, Texas
79423, is an authorized for-hire interstate motor carrier registered with the Federal Motor Carrier
Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”), USDOT
No. 3141418, and
WHEREAS, __________________________________________ (“Contractor”), of
_________________________________________________________, is the owner of the
equipment set forth in Attachment A attached hereto, which may be amended from time to time,
and
WHEREAS, BASIN and Contractor desire to enter into an agreement wherein
Contractor provides certain services to BASIN and further desire to define the terms and
conditions of their agreement pursuant to 49 C.F.R. Part 376,
NOW THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the said BASIN and Contractor do hereby agree as follows:

1. Term. This agreement shall commence on the _________ day of __________________,

20_______, and shall endure until such time as it may be terminated by either party upon
thirty (30) days prior written notice to the other party.

2. Equipment. Contractor hereby leases to BASIN and BASIN hereby leases from
Contractor the equipment listed on Attachment A attached hereto as may be amended
from time to time.

3. Services. Contractor agrees to use said equipment and employ all necessary personnel,
drivers and labor, as may be needed to transport, load, unload, pack, unpack, or crate
freight as may be required by BASIN or its customers.

4. No Minimum Use. BASIN does not agree to make any minimum use of the Equipment,
to use the Equipment at any particular time or location, or to furnish any specified
number of loads or pounds of freight to Contractor or to guarantee any amount of revenue
to Contractor. Contractor may accept or reject any specific shipment offered by BASIN.

Initialed By Contractor _______________

5. Exclusive-Use Requirement of Federal Leasing Regulations. BASIN and Contractor
intend to relate to each other entirely as independent contractors, not as employer and
employee. Nevertheless, solely to comply with 49 C.F.R 376.12(c)(1), BASIN shall
have exclusive possession, control, and use of the Equipment for the duration of this
Agreement. Contractor may operate the Equipment for other motor carriers, shippers,
or others during the term of this Agreement only with the prior written consent of BASIN
pursuant to 49 C.F.R 376.12(c)(2). BASIN shall not sublease the Equipment to another
carrier without Contractor’s prior written consent. BASIN shall assume complete
responsibility for the operation of Equipment for the duration of this Agreement, except
when the Equipment is under sublease by BASIN to another authorized carrier. Any
such sublease shall state that the sub lessee-carrier shall have exclusive possession,
control, and use of the Equipment, and shall assume compete responsibility for the
operation of the Equipment, for the duration of the sublease.

6. BASIN’s Identification.
a. For the duration of any sublease, Contractor shall remove or cover up all of
BASIN’s identification on the Equipment and display instead the sublease
carrier’s identification; and

b. For any trip under Contractor’s own operating authority to provide for-hire
motor carriage, exempt or non-exempt from the jurisdiction of the U.S.
Secretary of Transportation under 49 U.S.C 13501 et seq. shall be deemed
to be one involving Contractor motor carriage.

7. Control of and Responsibility for the Equipment. As required by 49 C.F. R.

376.12(c)(1), BASIN, except for sublease trips, shall with respect to the public have
exclusive possession, control and use of the Equipment, and assume complete
responsibility for the operation of the Equipment, for the duration of this Agreement. For
sublease trips, BASIN’s sublease to sublease carrier shall, in accordance with 49 C.F.R
376.22(c)(2), provide that sublease carrier shall have exclusive possession, control and use
of the Equipment, and shall assume compete responsibility for the operation of the
Equipment, for the duration of the sublease. In addition, for contractor motor carriage trips,

Initialed By Contractor _______________

 which also constitute subleasing, Contractor shall have exclusive possession, control, and
use of the Equipment, and shall assume complete responsibility for the operation of the
Equipment, for the duration of the trip.

8. Equipment Receipts. Upon taking possession of the Equipment, BASIN shall furnish
Contractor with a receipt identifying the Equipment and stating the date and time when
possession is taken (the “Effective Time”). When BASIN surrenders possession of the
Equipment to Contractor upon termination of this Agreement, Contractor shall furnish a
similar receipt to BASIN, identifying the Equipment and the date and time when possession
thereof was returned. The receipts required by this Section may be by electronic or other
similar means of communication.

9. Identification of Equipment. Before placing the Equipment in BASIN’s service,

Contractor shall apply to the outside of the Equipment such identification as BASIN may
designate in accordance with the requirements of all applicable law, provided that
Contractor shall first remove any paint, decals, or other items that, in BASIN’s judgment,
would interfere with such identification or be otherwise offensive. Upon termination of
this Agreement or at any other time the Equipment is being operated on behalf of any other
carrier, Contractor shall immediately, at its expense, remove, paint over, or, in the case of
operations on behalf of another entity, and completely cover over, all of the BASIN’s
identification. At no time during the term of this Agreement shall Contractor place any
carrier identification, paint, artwork, logo, or design upon the Equipment, except that of
BASIN, without BASIN’s prior written consent.

10. Regulatory Compliance. Contractor recognizes that BASIN’s separate and distinct
business of providing motor carrier freight transportation service to the public is subject to
regulation by the federal government acting through the DOT, and by various other federal,
state, local, and foreign governing bodies. Accordingly, Contractor shall adhere to and
perform the following provisions to aid BASIN in discharging BASIN’s legal duties.

Initialed By Contractor _______________

a. Maintenance and Inspection. Contractor, at its expense, shall equip and maintain the
Equipment in safe condition and in compliance with all applicable law. In order to
ensure compliance with all applicable law, Contractor shall, at the beginning of the
term of this Agreement, make the Equipment available for a DOT inspection pursuant
to 49 C.F.R 396.17, at Contractor’s expense, at a maintenance facility operated or
approved by BASIN. To facilitate BASIN’s compliance with 49 C.F.R Part 396,
Contractor shall keep and maintain, or cause to be kept and maintained, systematic
records of the repair and maintenance of the Equipment and shall when requested orally
or in writing by BASIN, promptly forward to BASIN all inspection, repair, or
maintenance records requested on the Equipment. Contractor shall provide BASIN
with a copy of the inspection report upon completion.

b. Drivers. Contractor shall provide competent drivers who meet BASIN’s minimum
driver qualification standards and all of the requirements of the DOT, including, but
not limited to, familiarity and compliance with state and FMCSA laws and regulations.
The parties agree that BASIN shall have the right to disqualify any driver provided by
Contractor in the event that the driver is found to be unsafe, uninsurable, unqualified
pursuant to applicable law (including having his/her commercial driver’s license
suspended, revoked, or cancelled, or failing the required DOT medical certification
examination), in violation of BASIN’s other minimum qualification standards, or in
breach of this Agreement, in which case Contractor shall be obligated to furnish another
competent, reliable, and qualified driver that meets the minimum qualification
standards set forth by BASIN.

c. Medical Examinations. Contractor acknowledges that the DOT requires all drivers to
undergo a complete medical examination prior to being allowed to drive, in any
capacity whatsoever, in BASIN’s motor carrier services. Such examination shall be
performed and shall include testing for use of controlled substances and alcohol.
Drivers may be required to take follow-up-examinations, from time to time, in
accordance with the requirements of 49 C.F.R. 391-41 seq. Further medical
examinations shall be conducted if at any time BASIN deems it necessary. The cost of

Initialed By Contractor _______________

 medical examinations for all of Contractor’s drivers shall be the responsibility of
Contractor.

d. Drug and Alcohol Testing. Contractor and its drivers shall, as required by 49 C.F.R.
382.103, comply with BASIN’s Drug and Alcohol Policy. Violation of BASIN’s Drug
and Alcohol Policy, or positive tests for prohibited drugs or alcohol, shall immediately
disqualify Contractor’s driver.

e. Documentation Requirements. Contractor shall immediately submit to BASIN all

log sheets and supporting documents (including original toll receipts for BASIN’s
reproduction, fuel receipt, and container interchange documents), physical examination
certificates, accident reports, monthly maintenance sheets, vehicle inspection sheets,
bills of lading, proof-of-delivery receipts, trip reports, overweight or other citations,
and any other required data, documents, or reports, including any documentary
evidence that BASIN requests proving Contractor has paid all taxes legally due and
owing to any governmental body.

f. Shipping Documents. Contractor agrees that all bills of lading, waybills, freight bills,
manifests, or other papers identifying the property carried on the Equipment shall be
those of BASIN or a sublease carrier to which the Equipment has been subleased.

g. Lawful and Safe Operations. Contractor shall ensure that all of its drivers or other
personnel shall (i) drive or otherwise perform in a safe manner so as to avoid
endangering the public, the driver, and/or the property being transported: and (ii)
adhere to and perform (A) the terms of this Agreement, (B) the requirements of all
applicable law, and (C) BASIN operating policies and procedures. Contractor is
required to comply with federal and, as applicable, state hours-of-service regulations
and nothing in this Agreement is intended to authorize Contractor’s drivers to operate
beyond the limits established by those regulations.

Initialed By Contractor _______________

 h. Passenger Authorization. In accordance with 49 C.F.R 392.60(a), Contractor shall
not allow any passengers to ride in the Equipment unless BASIN authorizes it in writing
in advance.

11. Contractor’s Responsibilities. BASIN and Contractor recognize their relationship as one
of carrier and independent contractor and not of employer and employee, respectively.
Subject only to regulatory mandates, related BASIN policies, and customer requirements,
it shall be the sole responsibility of Contractor to determine the manner and means of
performing all of Contractor’s services under this Agreement, including, but not limited to:

a. Workers. Selecting, settling the compensation, hours, and working conditions,

adjusting any grievances, and supervising, training, disciplining, and firing all drivers,
drivers’ helpers, and other workers necessary for the performance of Contractor’s
obligations under this Agreement. Contractor shall ensure that all drivers and other
workers comply with the terms of this Agreement, including the requirements of safe
operations and compliance with BASIN’s safety policies and procedures while
operating the Equipment on Contractor’s behalf.

b. Equipment. Selecting, purchasing, and financing the Equipment and deciding when,
where, and how maintenance and repairs are to be performed on the Equipment.

c. Routes and Completion of Performance. Contractor shall select all routes and
refueling stops, provided that to meet customers’ demands. Contractor agrees to make
timely and safe deliveries of all loads, and also agrees to notify BASIN when delivery
has been made or when delivery will be delayed for any reason.

d. Loading. Loading and unloading freight onto and from the Equipment (if the shipper
or consignee does not assume such responsibilities), with no additional compensation
for this service.

e. Reporting. Immediately reporting all accidents, claims, losses, damages, shortages,

over-weights, or overages to BASIN, and furnishing BASIN with all written reports,

Initialed By Contractor _______________

 affidavits, or other assistance as may be necessary to necessary to investigate, settle, or
adjudicate such matters.

f. Communications Tracking Equipment. Contractor shall obtain, install, and maintain

in an operable condition in each unit of Equipment, at Contractor’s sole expense,
communications equipment that constitutes or, in BASIN’s reasonable judgment, is
technically and functionally compatible with the communications system utilized by
BASIN. Alternatively, Contractor may elect to rent such communications equipment
from BASIN. In any event, Contractor hereby authorizes BASIN to deduct or
otherwise recover pursuant to Section 16 of this Agreement, a messaging usage charge
(with an administrative fee described in Attachment C).

12. Contractor’s Expenses. Contractor shall pay all operating, maintenance, and other
expenses in connection with the operation of the Equipment, as follows:

a. Operating Expenses. Contractor shall, at its expense, provide the Equipment to

BASIN ready to operate and fully roadworthy, and shall furnish all lubricants, fuel,
tires, parts, supplies, equipment, and repairs necessary for the safe and efficient
operation and maintenance of the equipment. Contractor shall pay all expenses incident
to the operation of the Equipment. Contractor shall pay all expenses incident to the
operation of the Equipment, including, but not limited to, empty mileage, fuel and fuel
taxes: weight tickets: ferry, bridge, tunnel, and road tolls: fares: registration fees, base
plates, and licenses (and any unused portions of such fees, plates, or licenses); permits
of all types (and any unused portions of such permits); detention and accessorial
charges not collected by BASIN because of Contractor’s failure to provide the required
documentation; maintenance and repair costs: wages and remuneration of Contractor’s
operators, drivers, and helpers, including, but not limited to, overtime and bonuses;
Contractor’s drivers or other workers’ wages, workers’ compensation premiums,
unemployment insurance, social security payments or other similar insurance, taxes, or
employee benefits; Federal Highway Heavy Vehicle Use Tax: and state or local axle,
weight, mileage, property or indefinite-situs, and other taxes, fees (including Uniform
Carrier Registration fees), charges, or exactions relating to the Equipment.

Initialed By Contractor _______________

 b. Fines and Penalties. Except as otherwise provided, Contractor shall pay all fines and
penalties, arising out of the use of such Equipment, that are imposed for violation of
any applicable law that result or are related, at least partially, from the acts or omissions
of Contractor or its agents and employees.

c. Overweight and Over Dimensional Shipments. Contractor shall have the duty to
determine that all shipments are in compliance with the size-and weight laws of the
states within which the Equipment will travel under this Agreement and before
commencing the haul, to notify BASIN if the Equipment is overweight or in need of
permits. Except when the violation results from the acts or omissions of Contractor,
BASIN shall assume the risks and costs of fines for overweight and oversize trailers
when the trailers are preloaded, sealed, or the load is containerized, or when the trailer
or lading is otherwise outside of Contractor’s control, and for improperly permitted
over dimensional and overweight loads.

d. Fuel and Mileage Tax Reporting. Contractor shall (i) obtain Contractor’s own Fuel
Tax Permit under the International Fuel Tax Agreement (‘IFTA”), (ii) be solely
responsible for calculating, reporting and paying all fuel taxes owed for the operation
of the Equipment, (iii) submit such fuel and mileage reports by the fifth (5th) day of
each month to BASIN, and (iv) indemnify, defend, and hold BASIN harmless against
all claims arising out of or relating to such fuel tax reporting and payment.

e. Base Plates and Permits. Contractor shall obtain, and properly display on the
equipment, the license base plates necessary to operate the Equipment lawfully on
BASIN’s behalf. Contractor shall ensure that all permits and licenses necessary for it
to operate the Equipment lawfully on BASIN’s behalf have been obtained, at
Contractor’s expense.

13. Gross Compensation. Contractor’s gross compensation shall be set forth on Attachment
B. The gross compensation shall constitute total compensation for transportation-related
services, the use of the Equipment and for everything furnished or done by, or required of,
Contractor in connection with this Agreement, including, but not limited to, driving of the

Initialed By Contractor _______________

 Equipment and all non-driving activities such as conducting pre- and post-trip inspections
of the Equipment, waiting to load or unload (detention), loading or unloading if required
fueling, repairing and maintain the Equipment, hooking and unhooking empty trailers
preparing logbooks and other paperwork, and other activities and services. The parties
understand and acknowledge that with 30 days notice BASIN may change the rate schedule
that BASIN uses with its customers. Under this Agreement, where any compensation,
rebate, fee, or reimbursement is on a per mile basis, such mileage shall be determined by
dispatched miles under the Rand McNally’s Household Goods Movers Guide, unless
otherwise stated.

14. Settlement Period and Document Review.

a. Payment Period. Contractor shall submit to BASIN legible, original documentation

or properly completed driver logs as required by the DOT, and those documents
necessary for BASIN to secure payment from the shipper, freight bill, detention ticket
filled out with cause of delay and specific times in and out, and any specific documents
required by the shipper. In addition, after completion of each trip in the service of
BASIN, Contractor shall submit to BASIN all mileage reports, damage reports, state
or federal inspection reports, accident reports, accident reports, driver daily vehicle
condition reports, weight slips, trip manifests, toll receipts, detention documents,
expense tickets, and any other reports required by applicable law. BASIN shall pay
Contractor within fifteen (15) days of BASIN’s receipt of all daily logs required by the
DOT and any other documents necessary for BASIN to secure payment from shipper.

b. Settlement Compensation. At each settlement, BASIN shall pay Contractor any

compensation due, less any deductions, plus any other amounts owed to Contractor by
BASIN (together referred to throughout this Agreement as “Settlement
Compensation”), that have been posted up to that time.

c. Settlement Statement. At each settlement BASIN shall directly or through an agent

hand-deliver or send to Contractor, by fax, email, or U.S. First Class Mail to the

Initialed By Contractor _______________

 address, a statement detailing all debit and credit entries since the preceding statement
(“Settlement Statement”).

d. Examine BASIN Documents. Regardless of the method of settlement, Contractor

shall be permitted to examine BASIN’s tariffs, or in the case of a contract carrier, other
documents from which rates and charges are computed, and documents underlying any
computer-generated document, at its office during normal business hours. If rates and
charges are computed from a contract, Contractor is entitled to examine only those
portions of the contract containing the same information as would appear on a rated
freight bill and BASIN may delete the names of shippers and consignees shown on the
freight bill or other form of documentation. BASIN has the exclusive right to set the
rates and amounts charged to BASIN’s customers, shippers, consignors, or consignees,
and nothing in this Agreement shall be constructed to limit that right. All information
from BASIN’s documents examined pursuant to this Subsection shall be
considered “Confidential Matters” protected from unauthorized disclosure by
this Agreement, provided that Contractor may disclose such information (but
only if marked “CONFIDENTIAL – NOT FOR FURTHER DISCLOSURE” and
accompanied by the text of this Subsection (d) making clear the information’s
confidentiality) to Contractor’s attorney solely to aid in the attorney’s counseling
or representation of Contractor, or, under seal, to a court, administrative agency
or party in litigation pursuant to valid legal process.

e. Removal of Identification. Upon termination of this Agreement, as a condition

precedent to BASIN’s final payment of compensation, Contractor shall remove from
the Equipment, and return to BASIN, all Equipment identification devices of BASIN.

15. Purchases and Rentals from BASIN. Contractor is not required to purchase or rent any
products, equipment, or services from BASIN as a condition of entering into this
Agreement. However, if Contractor is party to an equipment purchase or rental contract
that authorizes BASIN to make deductions from contractor’s Settlement Compensation,
the terms of such contract shall be specified as set forth in Attachment D, or another agreed
upon Attachment to this Agreement.

10

Initialed By Contractor _______________

16. Deductions from Compensation. Contractor hereby authorizes BASIN to deduct the
items set forth in Attachment C from Contractor’s compensation, or other amounts BASIN
owes Contractor at Contractor’s next settlement. BASIN shall charge Contractor no
administrative fee or markup and BASIN shall credit Contractor with all rebates, discounts,
credits, or refunds that correspond to particular charge-backs or deductions and that BASIN
receives while this Agreement is in effect or, in the case of taxes and fees, even after this
Agreement is terminated. BASIN shall provide Contractor with a written explanation and
itemization of any deductions for cargo or property damage before making them. With
respect to all charge backs and deductions, BASIN shall make available to Contractor,
upon request, copies of those documents that are necessary to determine the validity of the
charge-back or deduction.

17. BASIN’s Additional Remedies. Instead of or in addition to making the deductions

authorized by Section 16, BASIN shall have a right to recover through collection agencies,
litigation, arbitration, the right of setoff, and all other available legal means, any such
amounts Contractor owes, or comes to owe, BASIN under this Agreement.

18. Overdue Account. If Contractor has a negative balance at its settlement after calculating
all payments due Contractor, less all deductions authorized herein, then in such event
Contractor agrees to pay to BASIN interest on such negative balance at a rate equal to one
and a half percent (1 ½ %) per month, or eighteen percent (18%) per year.

19. Use of BASIN’s Equipment. BASIN, in its sole discretion, may provide Contractor a
trailer or tractor for Contractor’s use (“BASIN’s Equipment”). In the event Contractor
uses BASIN’s Equipment, Contractor agrees to the provisions of Attachment D, which
terms may be modified by BASIN at any time prior to Contractor using BASIN’s
Equipment and thereafter upon notice to Contractor.

20. Insurance. BASIN and Contractor shall comply with the following insurance
requirements.

a. BASIN’s Insurance Obligations.

11

Initialed By Contractor _______________

 i. BASIN shall maintain public liability insurance (personal-injury/property-
damage coverage and environmental restoration coverage) in at least such
amounts as are required by FMCSA regulations promulgated under 49 U.S.C.
13906 and pursuant to applicable state laws, covering the Equipment at all times
the Equipment is being operated on behalf of BASIN. BASIN’s personal
injury/property damage insurance and general liability shall have a combined
single limit of not less than four million dollars ($4,000,000) primary policy for
injury or death to any person (including passenger) or for damage to property
in any one occurrence, with a deductible for personal-injury or property damage
claims no greater than five thousand dollars ($5,000). The liability coverage
described above shall also include one million dollars ($1,000,000)
underinsured/uninsured motorist, hired and non-owned auto liability, and
broadened pollution liability coverage.

ii. BASIN’s personal injury/property damage insurance policy, trailer physical-

damage insurance policy, and cargo insurance policy shall list Contractor as an
additional insured. BASIN’s possession of such insurance, however, shall in
no way affect its rights of indemnification against Contractor as provided for in
this Agreement.

iii. BASIN shall not have any obligation to pay or participate in payment of
punitive damage award, awarded against Contractor. Any punitive damage
award against Contractor is solely Contractor’s responsibility to satisfy.

b. Contractor’s Insurance Obligations. Contractor shall maintain, at its sole cost

and expense, the following minimum insurance coverage during the term of this
Agreement:

i. Contractor shall procure, carry, and maintain public liability (personal

injury and property damage) insurance (bob-tail or non-trucking
liability), which shall provide coverage to Contractor whenever the
Equipment is not being operated on behalf of Carrier, in a combined single

12

Initialed By Contractor _______________

 limit of not less than one million dollars ($1,000,000), with a deductible no
greater than five thousand dollars ($5,000) for injury or death to any
person or for damage to property in any one occurrence. In addition, such
coverage shall be primary to any other insurance that may be available
from BASIN. Contractor shall be responsible for all deductible amounts
and for any loss or damage in excess of the policy limit.

ii. Contractor shall, to the extent required or permitted by law, provide

workers’ compensation insurance coverage (or, if Contractor prefers,
occupational accident insurance coverage where both state law allows and
BASIN approves) for Contractor and those of Contractor’s drivers,
employees, agents, and other persons required to be principally covered
under the workers’ compensation law of the State in which Contractor is
domiciled and in amounts not less that the statutory limits required by such
State’s law. The worker’s compensation insurance policy shall
provide principal coverage in Texas and the state in which Contractor is
domiciled. As Evidence of such coverage, Contractor shall provide BASIN
with a copy of the insurance policy declarations page for BASIN’s
verification before operating the Equipment under this Agreement.

iii. Contractor may, as an alternative to obtaining workers’ compensation

coverage, obtain an occupational accident insurance policy that includes
either an endorsement or a separate policy provision whereby an admitted
insurer provides, or agrees to provide, workers’ compensation coverage that
becomes effective for a claim by Contractor alleging employee status. If
Contractor is the sole owner and the sole and exclusive operator of the
Equipment, BASIN requires an occupational accident insurance policy that
will provide worker’s compensation coverage. Contractor will not accept
any BASIN without worker’s compensation coverage or an occupational
accident insurance policy.

iv. In addition to the insurance coverage required under this Agreement, it is

Contractor’s responsibility to procure, carry and maintain any fire, theft,
uninsured and/or underinsured motorist, and physical damage (collision), or

13

Initialed By Contractor _______________

 other insurance coverage that Contractor may desire for the Equipment or
for Contractor’s health care or other needs. Contractor holds BASIN
harmless with respect to loss of or damage to Contractor’s Equipment,
trailer, or other property, and BASIN has no responsibility to procure, carry,
or maintain any insurance covering loss of or damage to Contractor’s
Equipment, trailer, or other property. Contractor acknowledges that BASIN
may, and Contractor hereby authorizes BASIN to, waive, reject, or
reduce no-fault, uninsured, and underinsured motorist coverage from
BASIN’s insurance policies to the extent allowed under Texas law (the State
in which BASIN’s insurance policies are delivered), and Contractor shall
cooperate in the completion of all necessary documentation for such waiver,
election, rejection, or reduction.

c. Requirements Applicable to All of Contractor’s Insurance Coverage.

Contractor shall procure insurance policies providing the above-described coverage
solely from insurance carriers that are rated at least “A” by A.M. Best (or of
equivalent financial strength in the commercially-reasonable judgement of
BASIN), and Contractor shall no operate the Equipment under this Agreement
unless and until BASIN has determined that the policies are acceptable (BASIN’s
approval shall not be unreasonably withheld). Contractor shall furnish to BASIN
written certificates (or in the case worker’s compensation coverage, the insurance
policy declarations page) obtained from Contractor’s insurance carriers showing
that all insurance coverage required above have been procured from such insurance
carriers, that the coverage is being properly maintained, and that the premiums
thereof are paid. Each insurance certificate shall specify the name of the insurance
carrier, the policy number, and the expiration date; list BASIN as an additional
insured with primary coverage; and show that written notice of cancellation or
modification.

d. Contractor’s Liability if Required Coverage is not Maintained. In addition to

Contractor’s hold harmless/indemnity obligations to BASIN under this Agreement,
Contractor agrees to defend, indemnify, and hold BASIN harmless from any direct,
indirect, or consequential loss, damage, fine, expense, including reasonable
attorney’s fees, actions, claims for injury to person, including death and damage to

14

Initialed By Contractor _______________

 property that BASIN may incur arising out of or in connection with Contractor’s
failure to maintain the insurance coverage required by this Agreement. In addition,
Contractor on behalf of its insurer, expressly waives all subrogation rights against
BASIN, and, in the event of a subrogation action brought by Contractor’s insurer,
Contractor agrees to defend, indemnify, and hold BASIN harmless from such
claim.

e. Availability of Insurance Facilitated by BASIN.

i. If Contractor fails to provide proper evidence of the purchase of

maintenance of the insurance required above, then BASIN is authorized but
not required, to obtain such insurance at Contractor’s expense and deduct
or otherwise recover pursuant to Section 16 of this Agreement amounts
equal to all of BASIN’s expense in obtaining and administering such
coverage.

ii. Contractor recognizes that BASIN is not in the business of selling

insurance, and any insurance coverage requested by Contractor from
BASIN is subject to all of the terms, conditions, and exclusions of the actual
policy issued by the insurance underwriter.

iii. BASIN shall ensure that Contractor is provided with the certificate of
insurance (as required by 49 C.F.R. 376.12(j)(2)) for each insurance policy
under which the Contractor has authorized. BASIN to facilitate insurance
underwriter (each such certificate to include the name of the insurer, the
policy number, the effective dates of the policy, the amounts and types of
coverage, the cost to Contractor for each type of coverage, and the
deductible amount for each type of coverage for which Contractor may be
liable), and BASIN shall provide Contractor with a copy of each policy
upon request.

f. Changes in Cost or Other Details of Coverage. If BASIN is facilitating any

insurance coverage for Contractor and the cost to Contractor for, or other details of, a
coverage changes from the information listed in the “Certificate of Insurance”,
Contractor shall be so notified by personal delivery, fax, email, or other written notice.
In any event, Contractor shall not be subject to any such change until (20) calendar

15

Initialed By Contractor _______________

 days after such notice or such later times as is set forth in the notice. Contractor’s
failure, by the end of twenty (20) calendar days after such notice, to notify BASIN to
implement the change and modify accordingly the deductions from Contractor’s
settlement compensation, beginning immediately after the 20-day period. Such
modified amounts shall replace and supersede those shown in this Agreement. BASIN
shall thereupon provide Contractor with a revised certificate of insurance reflecting the
change (such certificate to include the name of the insurer, the policy number, the
effective dates of the policy, the amounts and types of coverage, the cost to Contractor
for each type of coverage for which Contractor may be liable) and, upon request by
Contractor, a copy of the corresponding insurance policy. If Contractor fails to notify
BASIN of any objection within the 20-day period, such change shall become effective
at the end of such period.

20. Indemnification by Contractor.

a. General Obligation. Except to the extent Contractor’s acts or omissions are

covered under the parties’ respective insurance policies, with no expense to
BASIN, Contractor agrees to defend, indemnify, and hold harmless BASIN and
BASIN’s affiliates, subsidiaries, officers, agents, and employees from any loss,
damage, delay, fine, civil penalty (including reasonable attorneys’ fees) and costs
of litigation, action, claim for injury to persons (including to BASIN’s employees
or agents), including death, damage to property, environmental response or
expense, cargo loss or damage, damage to BASIN’s Equipment or BASIN’s other
real or personal property, injunctive obligations, or other expense that BASIN
pays or otherwise incurs (collectively, “Damages”) arising out of or in connection
with Contractor’s (including Contractor’s agents’ or employees’) negligence,
gross negligence, willful misconduct, breach of this Agreement, or other culpable
acts or omissions or Contractors’ or omissions or Contractor’s involvement in any
accident as that term is defined in 49 C.F.R 390.5 Contractor hereby authorizes
BASIN to deduct or otherwise recover pursuant to Section 16 of this Agreement
any amounts due BASIN under this Section. BASIN shall furnish Contractor with
a written explanation and itemization of any deduction for cargo or property

16

Initialed By Contractor _______________

 damage before the deduction is made. If Contractor operates the Equipment for
any purpose other than the carriage of BASIN’s lading, Contractor shall hold
BASIN harmless and indemnify BASIN for any damage (including attorneys’
fees) arising from such use. This Section shall remain in full force and effect both
during and after the termination of this Agreement.

b. Effect on Insurance. BASIN has secured certain insurance policies and coverage
directly relevant to certain risks and liabilities for which Contractor has agreed to
indemnify BASIN under this Section to certain risks and liabilities (for example,
automobile liability, general liability, and cargo liability arising out of or in connection
with Contractor’s (including its agents’ or employees’) negligence, gross negligence,
willful misconduct, or other culpable acts or omissions). Such policies are expressly
for the benefit of BASIN and incidentally may benefit Contractor. Contractor agrees
to reimburse BASIN and authorizes BASIN to deduct or otherwise recover for the
insurance deductible paid by BASIN arising from or in connection with Contractor’s
involvement in any accident as that term is defined in 49 C.F.R 390.5 or any other acts
or omissions of Contractor.

21. Contractor’s Obligations upon Termination. Contractor shall have the following
obligations upon the termination of this Agreement:
a. Existing Engagements. Contractor shall, unless otherwise instructed by BASIN,
complete performance of all transportation and other services required by BASIN or
any bills of lading pertaining to shipment or shipments that Contractor may be engaged
in hauling at the time of termination. Contractor shall receive no compensation for any
shipment with respect to which it has failed to complete. BASIN shall pay Contractor
compensation for the portion of such services that Contractor performed prior to
termination. Contractor agrees to reimburse BASIN for any expense arising out of
completion of a trip and to pay BASIN any damages for which BASIN may be liable
to the shipper or others arising out of Contractor’s failure to complete such shipment.
Contractor hereby authorizes BASIN to deduct or otherwise recover any such expense
or damages.

17

Initialed By Contractor _______________

 b. Identification Devices. Contractor shall, immediately upon termination of this
agreement or the completion of the shipment or other services provided for herein,
whichever occurs later, remove all of BASIN’s identification devices from the
Equipment and, except in the case of identification painted directly on the Equipment,
return them to BASIN via prepaid hand-delivery, overnight delivery, or certified mail
(provided that if the identification device has been lost or stolen, a written notice (letter)
certifying its removal shall satisfy this requirement ); return all of BASIN’s property,
including trailers, base plates, load securement equipment, permits and other
paperwork, communications equipment, freight and BASIN’s other property to
BASIN’s facility, or to any closer location BASIN designates; and pay BASIN all
amounts Contractor owes BASIN at that time under this Agreement.

c. Charge Backs. If Contractor fails to return BASIN’s property or freight to BASIN or

remove and return all of BASIN’s identification from the Equipment upon termination
of this Agreement, Contractor shall pay BASIN all expenses BASIN incurs in seeking
the return of such items, and BASIN may pursue all other remedies allowed by law or
authorized in this Agreement against Contractor. Such remedies include withholding
Contractor’s last settlement payment until Contractor removes and, except in the case
of identification painted directly on the Equipment, returns all of BASIN’s
identification devices or delivers to BASIN a letter certifying that such devices have
been removed.

22. Independent-Contractor Relationship.

a. In-general. It is the intent of the parties to this Agreement that Contractor shall be and
remain an independent contractor in accordance with the Federal leasing regulations,
49 C.F.R. 376.12(c)(4). Nothing herein contained shall be construed as inconsistent
with Contractor’s independent-contractor status, and may not be altered by Contractor,
by the employees, agents, or servants of BASIN or Contractor, or by operation of any
federal, state, or local law at any time, under any circumstances, or for any purpose.
No person engaged by Contractor shall be considered BASIN’s employee or agent.

b. Contractor’s Responsibility for Insurance, Taxes, and Operating Expenses

Relating to Contractor’s Workers. Contractor shall have sole financial responsibility

18

Initialed By Contractor _______________

 for all workers’ compensation insurance (or, if Contractor prefers, occupational
accident insurance where both state law allows and BASIN approves); withholding,
unemployment, and employment taxes due to the federal, state, or local governments;
and all operating expenses on account of Contractor’s drivers, drivers’ helpers, and
other workers necessary for the performance of Contractor’s obligations under the
terms of this Agreement.

c. Fail to Deliver. However, nothing in this Agreement to the contrary, should Contractor
for any reason fail to complete delivery of a load Contractor accepted, BASIN may
arrange for completion of such trip at Contractor’s expense. Contractor hereby waives
any recourse against BASIN in such action and agrees to reimburse BASIN for any
cost and expense arising out of completion of such trip and to pay BASIN any damages
for which BASIN may be liable to the shipper or others arising out of Contractor’s
failure to complete the trip.

d. Authority for Disposition. However, nothing in this Agreement to the contrary, should
any administrative or civil proceeding be commenced against BASIN arising as a result
of Contractor’s conduct, then BASIN shall retain the exclusive right to determine the
dispositions of any such proceeding by way of settlement, satisfaction of judgment, or
appeal through the appropriate administrative agency and/or court.

23. Alternative Uses of Equipment. Contractor may operate the Equipment for other motor
carriers, shippers, or others during the term of this Agreement only with the prior written
consent of BASIN pursuant to 4 C.F.R. 376.12(c)(2), as applicable, and in compliance with
Sections 5, 6, and 7 of this Agreement.

24. Notices. All notices and notifications required or permitted by this Agreement shall be in
writing (unless permitted elsewhere in this Agreement to be oral) and shall be deemed to
have been fully given (unless otherwise permitted elsewhere in this Agreement to be oral)
(a) upon delivery if delivered in person or by facsimile or e-mail transmission; (b) on the
next business day after being deposited with an overnight delivery company with the
express charges prepaid; or (c) on the date indicated on the return receipt, or if there is no
such receipts, on the third business day after being deposited in the United Sates Mail with

19

Initialed By Contractor _______________

 first-class postage prepaid; in each event properly addressed to the other party at the
address, email address, or fax number set forth in this Agreement. Notice of an address,
telephone number, e-mail, or fax-number change shall be given in writing.

25. Confidentiality. Contractor hereby recognizes and acknowledges that any list of BASIN’s
customers, employees, and independent contractors as they may exist now or from time to
time, are a valuable, special, and unique asset of the business of BASIN. Contractor agrees,
during and after the term of this Agreement, not to disclose the list of BASIN’s customers,
employees, or independent contractors or any part thereof to any person, firm, corporation,
association, or other entity (collectively, “Person”) for any reason or purpose whatsoever
without BASIN’s prior written consent. Contractor also agrees that Contractor will not
(whether for its own account or the account of any other Person) use, solicit, employ or
otherwise engage as an employee, independent contractor, or otherwise, any Person who
is or was at any time an employee, independent contractor, or agent of BASIN, or in any
manner induce or attempt to induce any employee, independent contractor, or agent of
BASIN to terminate his or her employment, engagement, or relationship with BASIN, or
at any time interfere with BASIN’s relationship with any Person, including any Person who
was an employee, independent contractor, supplier, agent, or customer at any time of
BASIN. Contractor also agrees to preserve as “Confidential Matters,” all trade secrets,
know-how, and information relating to BASIN’s business, forms, processes,
developments, sales and promotional systems, prices and operations, which information
may be obtained from tariffs, contracts, freight bills, letters, reports disclosures,
reproductions, books, records, or other contractors, and other sources of any kind resulting
from this Agreement. Contractor agrees to regard such Confidential Matters as the sole
property of BASIN, and shall not publish, disclose, or disseminate the same to others
without the written consent of BASIN. In the event of any breach or threatened breach by
Contractor of the provisions of this Section, BASIN shall be entitled to an injunction
(without posting bond) restraining any breach or threatened breach of this Section,
including, but not limited to, an injunction restraining Contractor from disclosing, in whole
or in part, the list of BASIN’s customers, employees, and/or independent contractors, and
all other Confidential Matters. Nothing hereunder shall be construed as prohibiting BASIN

20

Initialed By Contractor _______________

 from pursuing any remedies available to BASIN at law or in equity for such breach,
including the recovery of monetary damages from Contractor.

26. Benefit and Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties to this Agreement and their respective successors. Contractor shall not assign
or subcontract this Agreement or any rights or obligation hereunder to anyone without the
prior written consent of BASIN. BASIN may assign this Agreement at any time.

27. Governing Law. This Agreement shall be interpreted in accordance with, and governed
by, the laws of the United States and, of the State of Texas, without regard to the choice-
of-law rules of Texas or any other jurisdiction. THE PARTIES AGREE THAT ANY
CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER UNDER FEDERAL, STATE, LOCAL, OR FOREIGN LAW
(INCLUDING BUT NOT LIMITED TO 49 C.F.R. APRT 376), SHALL BE BROUGHT
EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING LUBBOCK, TX.
THE PARTIES HEREBY CONSENT TO THE JURISDICTION AND VENUE OF THE
STATE AND FEDERAL COURTS SERVING LUBBOCK, TX.

28. Form of Agreement and Miscellaneous Provisions.

a. General. The subject headings of the paragraphs and sub-paragraphs of this

Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions. References in this Agreement to
“it” and “its” shall be read as “he/she” “him/her,” and “his/hers,” respectively, if
Contractor is a natural person, rather than a corporation, limited liability company,
partnership, or other entity. All dollar amounts specified in this Agreement are based
on U.S. Dollars. Original, faxed or otherwise imaged or electronic signatures shall be
equally valid. This Agreement may be signed in one or more counterparts.

b. Severability. If any provision (including any sentence or part of a sentence) of this

Agreement (including its attachments and addendums) is deemed invalid for any reason
whatsoever, this Agreement shall be void only as to such provision, and this Agreement
shall remain otherwise binding between the parties. Any provision voided by

21

Initialed By Contractor _______________

 operation of the foregoing shall be replaced with provisions that shall be as close to the
parties’ original intents as permitted under Applicable Law.

c. Waiver. The failure or refusal of either party to insist upon the strict performance of
any provision of this Agreement or to exercise any right in any one or more instances
or circumstances shall not be construed as a waiver or relinquishment of such provision
or right, and such failure or refusal shall not be deemed a customary practice contrary
to such provision or right.

d. Complete Agreement. This Agreement (including the attachments and any

addendums) shall constitute the entire agreement between BASIN and Contractor
pertaining to the subject matter contained herein and fully replaces and supersedes all
prior and contemporaneous agreements, representations, and understanding. No
supplement, modification, or amendment to this Agreement shall be binding unless in
writing and signed by both BASIN and Contractor, except as otherwise provided with
respect to charge-backs and insurance deductions. No waiver of any of the provisions
of this Agreement shall constitute a waiver of any other provisions whether or not
similar, and no waiver shall constitute a continuing waiver. No waiver shall be deemed
effective or binding upon the other party unless executed in writing by the party making
the waiver.

e. Copies of this Agreement and Statement of Lease. BASIN shall, as set forth in 49
C.F.R. 376.12(l), keep the original of this Agreement, with a copy to be retained by
Contractor, Pursuant to 49 C.F.R. 376.11( c )(2), a “Statement of Lease” shall be carried
on the Equipment or those periods that the Equipment is operated by or for BASIN
under this Agreement.

29. Attorney’s Fee. In any dispute regarding the enforcement and/or breach of this
Agreement, the prevailing party shall be entitled to recover all costs and fees, including
attorneys’ fees, incurred by such prevailing party in enforcing, and/or recovering damages
for the breach of the terms of this Agreement.

30. Restrictive Covenants. In consideration of BASIN engaging Contractor as an

independent contractor, Contractor agrees that during the period beginning on the Effective

22

Initialed By Contractor _______________

 Date and ending twelve (12) months after the termination of this Agreement, Contractor
shall not, directly or indirectly, within 50 mile radius of delivery sites, (i) solicit to engage
or hire or solicit business related to trucking, hauling, or warehousing from, as applicable,
any of the employees, independent contractors, shippers, or customers of the company with
whom Contractor had any contact with during the Term without obtaining the prior written
consent of BASIN, or (ii) disparage BASIN or any of its shareholders, directors, officers,
employees, or agent.

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective

as of the Effective Date.

CARRIER: CONTRACTOR:

Basin Logistics, LLC ___________________________________

By: ___________________________ By: ________________________________
Name: _________________________ Name: _____________________________
Title: __________________________ Title: ______________________________

Address: Address:
3719 94th Place ___________________________________
Lubbock, Texas 79423 ___________________________________

23

Initialed By Contractor _______________

 ATTACHMENT A
Equipment and Contractor Election Form

1. Equipment. The commercial motor vehicle equipment (“Equipment”) governed by this

Agreement consists of:

Equipment Year Make Model Serial Equipment Carrier

Type Value Unit #
(VIN)
(Specify
Tractor or
Trailer/Tanker)

24

Initialed By Contractor _______________

 ATTACHMENT B
Contractor’s Gross Compensation

25

Initialed By Contractor _______________

 ATTACHMENT C
Deductions Table

CHARGE-BACK OR DEDUCTION ITEM AMOUNT OR METHOD OF COMPUTATION OF

DEDUCTION
If Contractor elects, with BASIN's prior written consent,
to have BASIN pay any of Contractor's expenses under
Advance Check this Agreement, BASIN shall charge back the amount
advanced, plus a per-transaction fee of $5 per
transaction, plus all applicable wire and bank fees.

Amount BASIN advanced to Contractor at Contractor's

Advances of Contractor's Compensation
request, plus a per-transaction fee of 5% of the gross
amount billed to the customer, plus all applicable wire
and bank fees.
Amount paid to vendor or otherwise incurred by BASIN
relating to BASIN's equipment, or the amount disclosed
to Contractor as the lease amount for the equipment,
which amount shall be provided to Contractor at the
state of any lease.

BASIN's Equipment $150 will be deducted each month for electronic

dispatching equipment, which includes the cost of the
equipment, plus any direct or indirect administrative
cost associated with securing, offering, and maintaining
the equipment plus an additional amount to provide a
return to BASIN in exchange for undertaking the rest of
securing, offering, and maintaining such equipment.
Except to the extent Contractor's acts or omissions are
covered under the parties' respective insurance policies
Claims as set forth in Section 14, BASIN shall deduct the
amounts set forth in Section 15(a), including, without
limitation, weight tickets or other citations related to
Contractor's acts or omissions.

Communications and Tracking Amount paid to third-party or otherwise incurred by

BASIN for rental or damage charges.

Deficit Payment (Negative Check) Amount Contractor owes BASIN to retire debt to BASIN
from previous settlement(s) without interest.

26

Initialed By Contractor _______________

Delivery Charges $50 per trailer drop if Contractor dropped trailer at
BASIN-designated drop yard.

Amount BASIN was unable to collect from customer as a

result of Contractor's action or inaction, including
Detention, Accessorial, and other Customer-Charge
Contractor failing to transmit to BASIN the necessary
documentation supplied by the customer, which must
be legible.
Drug and Alcohol Testing Amount BASIN paid outside vendor.
Engine Heater Plug-Ins Amount BASIN paid outside vendor.

Amount BASIN paid or otherwise incurred in connection

Fines and Penalties and Responsibilities with fines or penalties (including traffic tickets and
related court costs, attorney fees, other legal expenses)
that Contractor is for pursuant to Section 8.
1. If Carrier agrees to purchase fuel for Contractor,
BASIN shall deduct the amount Contractor purchases.
Fuel Purchases 2. BASIN shall retain 6% of Contractor purchases as an
administrative fee for purchases made by BASIN on
behalf of Contractor.
Amount BASIN paid in compliance with any issued order
or lien (including, but not limited to, child-support
Garnishment Orders payments and IRS levies), a copy of which BASIN shall
supply to Contractor at or the first deduction relating to
it, plus an administrative fee to BASIN in the amount of
$10.00 per order or lien.

1. $1,000.00 per each unit of equipment will be

deducted each month for the insurance that BASIN
provides pursuant to part (a) of Attachment D (the
"Monthly Insurance Premium").
2. An amount equal to the first and last month of the
Monthly Insurance Premiums. No refund of the
Insurance Monthly Insurance Premiums will be made for any
partial months.
3. The cost of insurance in the event BASIN facilitates or
that BASIN maintains insurance at its expense because
Contractor failed to provide proper evidence of the
purchase or maintenance of the required insurance
coverage pursuant to this Agreement.
Licensing (Permit) Fees Amounts paid on behalf of Contractor.
Weekly payments based on principal and interest agreed
to by Contractor and BASIN, as reflected in an
Loan Payments Addendum if Contractor elects, with BASIN's consent, to
borrow an amount from BASIN to cover cost of
maintenance, repairs, or other expenses.

27

Initialed By Contractor _______________


Equipment Inspection, Truck Washes, and
Maintenance, Repairs, Parts, and Replacement Tires for
Equipment
Miscellaneous Operating Expenses
Amount BASIN paid for all DOT inspection charges or
paid outside vendors or, if Contractor elects to obtain
products or services from BASIN, the amount BASIN
incurred for parts and labor plus markups (which shall
be provided to Contractor upon request at the time
Contractor purchases products or services).
Amount BASIN paid or otherwise incurred for operating
expenses not otherwise listed in this table for which
Contractor is responsible under this Agreement,
including expenses in which BASIN receives a purchase
order or invoice or is otherwise requested by Contractor
to make the expenditure in the first instance. If
Contractor requests, and BASIN agrees to pay for an
operating expense, the amount set forth above in the
"Advance Check" row.

Amount BASIN paid outside vendor if Contractor elects

Motel Guestroom and Other Lodging and Related to have BASIN advance such charges or the cost of
Charges housing or rent for lodging provided by BASIN (which
amount shall be provided to Contractor upon request at
the time Contractor requests BASIN to provide lodging).
An amount incurred by BASIN for ordering a motor
Motor Vehicle Reports vehicle report and an administrative fee to BASIN of
$20.00 per report.
Amount BASIN paid outside vendor. If Contractor parks
Parking Charges equipment on BASIN's premises, $50.00 shall be
deducted each month per unit for such parking.
Physical Examinations Amount BASIN paid outside vendor.
Postage Amount BASIN paid outside vendor.
Property Tax on Equipment Amount BASIN paid outside vendor.

Termination-Related Expenses Amount BASIN paid or otherwise incurred for expenses

related to the termination of this Agreement.
Tolls Amount BASIN paid to toll authority.
Amount BASIN paid or otherwise incurred to complete a
trip Contractor undertakes but does not complete for
any reason (including its dropping a load at a facility
Travel Cost BASIN operates or utilizes rather than at the consignee's
location. If non-completion is excusable in BASIN's
reasonable judgment, a reasonable payment shall be
made to Contractor for the portion of the trip that is
made.
Weigh Scales Amount BASIN paid outside vendor.
Weigh Station Bypass Charges Amount BASIN paid outside vendor.

28

Initialed By Contractor _______________

 ATTACHMENT D
BASIN’s Equipment

a. Identification of BASIN’s Equipment and Rent Amount.

Equipment Type Year Make Model Serial (VIN) Rent / Month $

(Specify Tractor
or
Trailer/Tanker)

b. Regular Maintenance Expenses. BASIN shall be responsible for all expenses relating
to regular maintenance of axles, brakes, and other electrical and mechanical systems,
repairs of damage to BASIN’s equipment attributable to reasonable wear and tear, and
purchases of replacement tires, provided that all such expenses are approved by BASIN
before the work is performed.

c. Additional Maintenance Expense. Contractor shall be responsible for daily pre-trip and
post-trip inspections; proper inflation of tires; prompt informing of BASIN upon
experiencing defective or mal-performing tires, brakes, or other electrical or mechanical
features of BASIN’s Equipment; and, at Contractor’s expense, proper lubrication and all
repairs to BASIN’s Equipment other than ordinary wear and tear. All repairs and
maintenance shall be performed at facilities designated or approved by BASIN.

d. Return of Carrier’s Equipment. Contractor agrees to return BASIN’s Equipment in

the same condition as received by Contractor, reasonable wear and tear excepted, along
with any and all other equipment and properly belonging to BASIN, immediately upon
BASIN’s request or upon termination of this Agreement. Notwithstanding anything
herein to the contrary, (i) the brakes, tires, and other wearable parts of BASIN’s
Equipment must be fifty percent (50%) or greater at the time BASIN’s Equipment is
returned to BASIN and (ii) any centrifuge included in BASIN’s Equipment must be

29

Initialed By Contractor _______________

 working properly. In the event BASIN’s Equipment is not in as good as condition
(reasonable wear and tear excepted) as when it was delivered by BASIN or as set forth in
the preceding sentence, Contractor hereby authorizes BASIN to restore BASIN’s
equipment to such condition and to charge back to Contractor the costs of such repairs or
reconditioning. In the event Contractor for any reason fails to comply with this provision
and return BASIN’s Equipment and other equipment and property, Contractor agrees to
reimburse BASIN for all reasonable expenses and costs incurred by BASIN in recovering
or replacing BASIN’s Equipment or property. Before making any deduction for damage
to BASIN’s Equipment, equipment of property from Contractor’s compensation, BASIN
shall provide Contractor with a written consent (which shall not be unreasonably
withheld), any BASIN’s Equipment shall only be used by Contractor and its drivers to
transport shipments tendered to Contractor by BASIN.

e. Tankers. All references in this Agreement to a trailer shall also include tankers, if
applicable.

f. Markings on Carrier’s Equipment. Contractor shall not remove, alter, disfigure or

cover up any numbering, lettering, or insignia displayed upon BASIN’s Equipment and
shall ensure that BASIN’s Equipment is not subjected to careless, unusually or needlessly
rough usage.

g. Inspection; Conclusive Presumptions. Contractor shall inspect BASIN’s Equipment

upon receipt thereof and shall provide written notice of such inspection. Contractor
agrees that it shall be conclusively presumed, as between BASIN and Contractor, that
Contractor has fully inspected and acknowledged that BASIN’s Equipment is in full
compliance with the terms of this Agreement, in good condition and repair, and that
Contractor is satisfied with and has accepted BASIN’s Equipment in such good condition
and repair. BASIN shall have the right at any time to enter the premises occupied by
BASIN’s Equipment an shall be given free access thereto and afforded necessary
facilities for the purpose of inspection.

h. Ownership. BASIN shall at all times retain ownership and title of BASIN’s Equipment.
Contractor shall give BASIN immediate notice in the event that any of said equipment is
levied upon or is about to become liable or is threatened with seizure, and Contractor
shall indemnify BASIN against all loss and damages caused by such action.

i. No Subletting Assignment. None of BASIN’s Equipment shall be sublet by Contractor,

not shall Contractor assign or transfer any interest in using BASIN’s Equipment without
written consent of BASIN.

j. Rental Agreement. In BASIN’s discretion, BASIN may also require Contractor to

execute an Equipment Rental Agreement prior to using, or as a condition to continue to
use, BASIN’s Equipment.

30

Initialed By Contractor _______________