REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 5, 2014 among DAKOTA PLAINS TRANSLOADING, LLC, DAKOTA PLAINS SAND, LLC and DAKOTA PLAINS MARKETING, LLC as Borrowers DAKOTA PLAINS HOLDINGS, INC. THE LENDERS FROM TIME TO TIME PARTY HERETO...Revolving Credit and Term Loan Agreement • December 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2014, by and among DAKOTA PLAINS TRANSLOADING, LLC, a Minnesota limited liability company (“Dakota Transloading”), DAKOTA PLAINS SAND, LLC, a Minnesota limited liability company (“Dakota Sand”), DAKOTA PLAINS MARKETING, LLC, a Minnesota limited liability company (“Dakota Marketing” and, together with Dakota Transloading and Dakota Sand, collectively, the “Borrowers” and, individually, each, a “Borrower”), DAKOTA PLAINS HOLDINGS, INC., a Nevada corporation (“Holdings”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as issuing bank (the “Issuing Bank”).
SELLER GUARANTY AND SECURITY AGREEMENT dated as of December 5, 2014 made by DAKOTA PLAINS HOLDINGS, INC. DAKOTA PLAINS TRANSLOADING, LLC, DAKOTA PLAINS SAND, LLC and DAKOTA PLAINS MARKETING, LLC as Grantors and THE OTHER GRANTORS FROM TIME TO TIME...Seller Guaranty and Security Agreement • December 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
THIS DOCUMENT AND THE GRANTORS’ OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”), DATED AS OF DECEMBER 5, 2014, BY AND AMONG (I) WORLD FUEL SERVICES CORPORATION, A FLORIDA CORPORATION, PETROLEUM TRANSPORT SOLUTIONS, LLC, A MINNESOTA LIMITED LIABILITY COMPANY, WORLD FUEL SERVICES, INC., A TEXAS CORPORATION, AND WESTERN PETROLEUM COMPANY, A MINNESOTA CORPORATION, (II) DAKOTA PLAINS TRANSLOADING, LLC, A MINNESOTA LIMITED LIABILITY COMPANY, DAKOTA PLAINS SAND, LLC, A MINNESOTA LIMITED LIABILITY COMPANY, AND DAKOTA PLAINS MARKETING, LLC, A MINNESOTA LIMITED LIABILITY COMPANY, (III) THE GUARANTORS PARTY THERETO AND (IV) SUNTRUST BANK, A GEORGIA BANKING CORPORATION; AND EACH PARTY TO THIS DOCUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
GUARANTY AND SECURITY AGREEMENT dated as of December 5, 2014 made by DAKOTA PLAINS TRANSLOADING, LLC, DAKOTA PLAINS SAND, LLC and DAKOTA PLAINS MARKETING, LLC as the Borrowers and THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of SUNTRUST...Guaranty and Security Agreement • December 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
THIS GUARANTY AND SECURITY AGREEMENT, dated as of December 5, 2014, is made by DAKOTA PLAINS TRANSLOADING, LLC, a Minnesota limited liability company, DAKOTA PLAINS SAND, LLC, a Minnesota limited liability company and DAKOTA PLAINS MARKETING, LLC, a Minnesota limited liability company (each a “Borrower” and collectively, the “Borrowers”), DAKOTA PLAINS HOLDINGS, INC., a Nevada corporation (“Holdings”), and certain Subsidiaries of the Borrowers identified on the signature pages hereto as “Guarantors” (together with the Borrowers, Holdings and any other Subsidiary of the Borrowers that becomes a party hereto from time to time after the date hereof, each, a “Grantor” and, collectively, the “Grantors”), in favor of SUNTRUST BANK, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
INDEMNIFICATION AND RELEASE AGREEMENTIndemnification and Release Agreement • December 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota
THIS INDEMNIFICATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of December, 2014 (the “Effective Date”), by and between WORLD FUEL SERVICES CORPORATION, a Florida corporation (“WFS”), and DAKOTA PLAINS HOLDINGS, INC., a Nevada corporation (“DAKP”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DAKOTA PLAINS HOLDINGS, INC., DAKOTA PLAINS TRANSLOADING, LLC, DAKOTA PLAINS SAND, LLC, DAKOTA PLAINS MARKETING, LLC AND PETROLEUM TRANSPORT SOLUTIONS, LLC December 5, 2014Membership Interest Purchase Agreement • December 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated December 5, 2014, is made and entered into by and among Dakota Plains Holdings, Inc., a Nevada corporation (“DAKP”); Dakota Plains Transloading, LLC, a Minnesota limited liability company (“Dakota Plains Transloading”); Dakota Plains Sand, LLC, a Minnesota limited liability company (“Dakota Plains Sand”); Dakota Plains Marketing, LLC, a Minnesota limited liability company (“Dakota Plains Marketing”); and Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”). DAKP, Dakota Plains Transloading, Dakota Plains Sand, Dakota Plains Marketing and PTS are collectively referred to herein as the “Parties” and each, individually, as a “Party”).
