LOUIS E. GITOMER Lou@lgraillaw.com

M ELANIE 13. Y ASBIN Mclaniccallgraillaw.com 410-296-2205

LAW OFFICES OF

LOUISE. GITOMER, LLC

November 20, 2019

Ms. Cynthia T. Brown Chief of the Section of Administration, Office of Proceedings Surface Transportation Board 395 E Street, S. W. Washington, D. C. 20423

Dear Ms. Brown:

600 BALTIMORE/\ VENUE, SUITE 301 TOWSON, M/\R YLAND 2 1204-4022 (41 0) 296-2250 * (202) 466-6532 FAX (410) 332-0885

I have enclosed for efiling the document described below, to be recorded pursuant to 49 U.S.C. § 11301.

The document is a Memorandum of Security Agreement, a primary document, dated as of October 18, 2019. We request that this document be given the next available recordation number.

The names and addresses of the parties to the Memorandum of Security Agreement are:

Administrative Agent:

Royal Bank of Canada 20 King Street West 9th Floor Toronto, Ontario, M5H 1 C4 Canada

Grantors:

NA Rail Hold Co. LLC and NA Pott Hold Co. LLC, NA Transportation Hold Co. LLC, PRC Funding LLC, PRC Holdings LLC, Steelriver Transport Ventures LLC, SRTV Holdings LLC, Patriot Rail Company LLC, Patriot Port Holdings LLC, Patriot Rail Services Company LLC, Patriot Rail Transportation Company LLC, Foster Townsend Rail Logistics LLC, Lakeshore Railcar & Tanker Services LLC, Global Rail Transfer Company LLC, Blue Ridge Scenic Excursions LLC, Blue Ridge Railcar Repair LLC, West Belt Railway LLC, Georgia Northeastern Railroad Company LLC, Tennessee Southern Railroad Company, LLC, Louisiana and North West Railroad Company, LLC, Temple & Central Texas Railway, LLC, Utah Central Railway Company, LLC, Patriot Woods Railroad, LLC, Dequeen and Eastern Railroad, LLC, Sacramento Valley Railroad, LLC, Texas, Oklahoma & Eastern Railroad, LLC, Golden Triangle Railroad,

RECORDATION NO. 33536 FILED November 20, 2019 3:29 PM SURFACE TRANSPORTATION BOARD

Ms. Cynthia T. Brown November 20, 2019 Page 2

LLC, Columbia & Cowlitz Railway, LLC, Kingman Terminal Railroad, LLC, Rarus Railway, LLC, DPH Services LLC, Seaonus Holdings LLC, Portus Holdings LLC, Seaonus Cold Storage - Jacksonville LLC, Seaonus Stevedoring - Jacksonville LLC, Seaonus Refrigerated Services - Jacksonville LLC, Seaonus Marine Services LLC, Seaonus Stevedoring - Savannah LLC, Seaonus Refrigerated Services - Mobile LLC, Seaonus Stevedoring - Mobile LLC, Imeson Consolidated Services LLC, Seaonus Stevedoring - New Orleans LLC, Portus Services LLC, Portus Stevedoring LLC, Portus Terminals LLC, Portus Terminals - Galveston LLC, and Portus - PEV LLC 10060 Skinner Lake Drive Jacksonville, FL 32246

A description of the equipment covered by the Memorandum of Security Agreement consists of all locomotives and railroad equipment, whether now owned or hereafter acquired, wherever located, and whether now or hereafter existing or arising, including, but not limited to, the following locomotives and railroad cars: (1) Locomotives: l SWl 500 locomotive marked and numbered CLC 302, 2 SW1500 locomotives marked and numbered CLC 3 11 and 312, 1 GP-9 locomotive marked and numbered RARW 201, 3 GP 40 locomotives marked and numbered DQE 012 to 14, inclusive, 1 GP 40-2 locomotive marked and numbered DQE D-20, 1 GP 40-2 locomotive marked and numbered DQE D-23, 1 GP 40 locomotive marked and numbered DQE D-24, 1 GP 40-2 locomotive marked and numbered DQE D-25, 1 GP 38-2 locomotive marked and numbered DQE D-28, 1 GP 38-2 locomotive marked and numbered DQE D-27, 1 GP 40-2 locomotive marked and numbered DQE D-7, 1 GP40-2 locomotive marked and numbered FTRX 2903, 1 GP50 locomotive marked and numbered FTRL 1670, 1 GP40 locomotive marked and numbered FTRX 4005, 1 MP1500AC locomotive marked and numbered GTR G 1, 1 GP 38-2 locomotive marked and numbered GTR 810, 1 GP 38-2 locomotive marked and numbered GTR 819, 1 SD40-2 locomotive marked and numbered FTRX 3066, 1 SD40-2 locomotive marked and numbered FTRX 3158, 1 GP38-2 locomotive marked and numbered GNRR 2000, 1 GP9R locomotive marked and numbered GNRR 4631, 1 GPl 0 locomotive marked and numbered GNRR 7529, I GP18 locomotive marked and numbered GNRR 8705, l GP38 locomotive marked and numbered GNRR 9706, 1 GP38 locomotive marked and numbered GNRR 9708, 1 SW1500 locomotive marked and numbered FTRX 1515, 1 GP38AC locomotive marked and numbered FTRX 3810, 1 SW600 locomotive marked and numbered FTRL 30, 1 MPl SOC locomotive marked and numbered FTRL 25 1, 1 SWl 500 locomotive marked and numbered FTRL 255, 1 SW1500 locomotive marked and numbered FTRL 258, 1 MPI 5DC locomotive marked and numbered FTRL 1315, 1 SD40-2 locomotive marked and numbered FTRL 3161, 1 SW1500 locomotive marked and numbered FTRL 257, 1 GP9 locomotive marked and numbered FTRX 8223, 1 SWl 200 locomotive marked and numbered FTRL 1206, 1 SW1500 locomotive marked and numbered FTRL 256, 1 GP9 locomotive marked and numbered FTRL 207, 1 SW900 locomotive marked and numbered FTRX 20 11 , 1 GP9U locomotive marked and numbered FTRX 820 1, 1 GE45 locomotive marked and numbered 38996, and 1 GE45 locomotive marked and numbered 30783 ; and (2) Railroad Cars: 35 gondola cars marked and numbered RARW 502- 536, inclusive; 5 Ballast cars

Ms. Cynthia T. Brown November 20, 2019 Page 3

marked and numbered MWRR 548922, 548881 , 548900, 548928, and 548965; 3 flatcars marked and numbered RARW 561 , 563, and 567; 106 gondola cars marked and numbered TOE 1201-1204, inclusive, 1206, 1208-1217, inclusive, 1219, 1220, 1221, 1223-1226, inclusive, 1228-1232, inclusive, 1234-1 237, inclusive, 1239-1243, inclusive, 1246, 1248-1 259, inclusive, 126 1, 1262, 1263, 1265, 1267-1276, inclusive, 1278-1 283, inclusive, 1285, 1286, 1287, 1289-1303, inclusive, 1306, 1309, 1310, 1311 , 13 13, 1315, 1316, 1317, 1319, 1320, 1322-1325, inclusive, 1328, 1329, 1331 , 1333,and 1334; 109hoppercarsmarkedandnumberedTOE 1400, 1401 , 1403-1431 , inclusive, 1433-1439, inclusive, 1500-1504, inclusive, 1506, 1508-1560, inclusive, 1562-1565, inclusive, 1567- 1574, inclusive; 13 Ballast cars marked and numbered TOE 136, 137, 415,756, 1150, 11 51, 1178, 1180-1183, inclusive, 1185, and 1186; l Hopper car marked and numbered GNRR 782; 1 Hopper car marked and numbered GNRR 964144; 1 Hopper car marked and numbered GNRR 964281; 1 Boxcar marked and numbered GNRR 6400; 1 Flat car marked and numbered GNRR 744 711; 1 Boxcar marked and numbered LNW 13001; 1 Boxcar marked and numbered LNW 13005; 1 Gondola car marked and numbered TOEl 179; l Gondola car marked and numbered TOEl 187; l Tank car marked and numbered GATX87467; 1 Coach car marked and numbered BRSX105 ; 1 Coach car marked and numbered BAR106; 1 Coach car marked and numbered CSXT972332; I Coach car marked and numbered LIRR2929; 1 Coach car marked and numbered BM405; 1 Coach car marked and numbered SMRX206; 1 Coach car marked and numbered LIRR2975 ; 1 Coach car marked and numbered BARI 14; 1 Coach car marked and numbered LIRR2705 ; 1 Coach car marked and numbered GCM697; 1 Coach car marked and numbered NRHX549; 1 Coach car marked and numbered GNR65314; 1 Coach car marked and numbered GNR12037; and 1 Coach car marked and numbered B&Al50.

A fee of $51.00 is enclosed. Please return one copy by emai l to:

Louis E. Gitomer 600 Baltimore A venue, Suite 301 Towson, MD 2 1204 Lou@lgraillaw.com

A short summary of the document to appear in the index follows: a Memorandum of Security Agreement between Royal Bank of Canada, 20 King Street West 9th Floor Toronto, Ontario, M5H 1 C4 Canada, and NA Rail Hold Co. LLC and NA Port Hold Co. LLC, NA Transportation Hold Co. LLC, PRC Funding LLC, PRC Holdings LLC, Steelriver Transport Ventures LLC, SRTV Holdings LLC, Patriot Rail Company LLC, Patriot Port Holdings LLC, Patriot Rail Services Company LLC, Patriot Rail Transportation Company LLC, Foster Townsend Rail Logistics LLC, Lakeshore Railcar & Tanker Services LLC, Global Rail Transfer Company LLC, Blue Ridge Scenic Excursions LLC, Blue Ridge Railcar Repair LLC, West Belt Railway LLC, Georgia Northeastern Railroad Company LLC, Tennessee Southern Railroad Company, LLC, Louisiana and North West Railroad Company, LLC, Temple & Central Texas Railway, LLC, Utah Central Railway Company, LLC, Patriot Woods Railroad, LLC,

Ms. Cynthia T. Brown November 20, 2019 Page 4

Dequeen and Eastern Railroad, LLC, Sacramento Valley Railroad, LLC, Texas, Oklahoma & Eastern Railroad, LLC, Golden Triangle Railroad, LLC, Columbia & Cowlitz Railway, LLC, Kingman Terminal Railroad, LLC, Rarus Railway, LLC, DPH Services LLC, Seaonus Holdings LLC, Portus Holdings LLC, Seaonus Cold Storage - Jacksonville LLC, Seaonus Stevedoring -Jacksonville LLC, Seaonus Refrigerated Services - Jacksonville LLC, Seaonus Marine Services LLC, Seaonus Stevedoring - Savannah LLC, Seaonus Refrigerated Services - Savannah LLC, Seaonus Refrigerated Services - Mobile LLC, Seaonus Stevedoring - Mobile LLC, Imeson Consolidated Services LLC, Seaonus Stevedoring - New Orleans LLC, Portus Services LLC, P01ius Stevedoring LLC, Portus Terminals LLC, Portus Terminals - Galveston LLC, and Portus - PEV LLC, 10060 Skinner Lake Drive, Jacksonville, FL 32246, covering all locomotives and railroad equipment, whether now owned or hereafter acquired, wherever located, and whether now or hereafter existing or arising, including, but not limited to, the following locomotives and railroad cars: (I ) Locomotives: 1 SW1500 locomotive marked and numbered CLC 302, 2 SW1500 locomotives marked and numbered CLC 311 and 312, 1 GP-9 locomotive marked and numbered RARW 20 1, 3 GP 40 locomotives marked and numbered DQE D12 to 14, inclusive, l GP 40-2 locomotive marked and numbered DQE D-20, 1 GP 40-2 locomotive marked and numbered DQE D-23, 1 GP 40 locomotive marked and numbered DQE D-24, l GP 40-2 locomotive marked and numbered DQE D-25, 1 GP 38-2 locomotive marked and numbered DQE D-28, 1 GP 38-2 locomotive marked and numbered DQE D-27, 1 GP 40-2 locomotive marked and numbered DQE D-7, 1 GP40-2 locomotive marked and numbered FTRX 2903, 1 GP50 locomotive marked and numbered FTRL 1670, 1 GP40 locomotive marked and numbered FTRX 4005, 1 MP l 500AC locomotive marked and numbered GTR G 1, l GP 38-2 locomotive marked and numbered GTR 810, 1 GP 38-2 locomotive marked and numbered GTR 819, 1 SD40-2 locomotive marked and numbered FTRX 3066, l SD40-2 locomotive marked and numbered FTRX 3158, 1 GP38-2 locomotive marked and numbered GNRR 2000, l GP9R locomotive marked and numbered GNRR 4631 , l GP l O locomotive marked and numbered GNRR 7529, 1 GP18 locomotive marked and numbered GNRR 8705, l GP38 locomotive marked and numbered GNRR 9706, 1 GP38 locomotive marked and numbered GNRR 9708, 1 SW1500 locomotive marked and numbered FTRX 1515, 1 GP38AC locomotive marked and numbered FTRX 38 10, 1 SW600 locomotive marked and numbered FTRL 30, I MP 15DC locomotive marked and numbered FTRL 251, 1 SWl 500 locomotive marked and numbered FTRL 255, I SWl 500 locomotive marked and numbered FTRL 258, 1 MP l 5DC locomotive marked and numbered FTRL 1315, 1 SD40-2 locomotive marked and numbered FTRL 3161 , l SWl 500 locomotive marked and numbered FTRL 257, 1 GP9 locomotive marked and numbered FTRX 8223, I SW1200 locomotive marked and numbered FTRL 1206, 1 SW1500 locomotive marked and numbered FTRL 256, 1 GP9 locomotive marked and numbered FTRL 207, l SW900 locomotive marked and numbered FTRX 20 11 , 1 GP9U locomotive marked and numbered FTRX 8201, 1 GE45 locomotive marked and numbered 38996, and 1 GE45 locomotive marked and numbered 30783; and (2) Railroad Cars : 35 gondola cars marked and numbered RAR W 502- 536, inclusive; 5 Ballast cars marked and numbered MWRR 548922, 54888 1, 548900, 548928, and 548965 ; 3 flatcars marked and numbered RARW 56 1, 563, and

Ms. Cynthia T. Brown November 20, 2019 Page 5

567; 106 gondola cars marked and numbered TOE 1201-1204, inclusive, 1206, 1208-1217, inclusive, 1219, 1220, 1221 , 1223-1226, inclusive, 1228-1232, inclusive, 1234-1237, inclusive, 1239- 1243, inclusive, 1246, 1248-1 259, inclusive, 1261 , 1262, 1263, 1265, 1267-1 276, inclusive, 1278-1283, inclusive, 1285, 1286, 1287, 1289-1303, inclusive, 1306, 1309, 1310, 1311 , 1313, 1315, 1316, 1317, 1319, 1320, 1322-1325, inclusive, 1328, 1329, 1331, 1333, and 1334; 109hoppercarsmarkedandnumberedTOE 1400, 1401 , 1403-1431,inclusive, 1433-1439, inclusive, 1500-1 504, inclusive, 1506, 1508-1560, inclusive, 1562-1565, inclusive, 1567-1574, inclusive; 13 Ballast cars marked and numbered TOE 136, 137, 415, 756, 1150, 1151, 1178, 1180-1183, inclusive, 1185, and 1186; 1 Hopper car marked and numbered GNRR 782; 1 Hopper car marked and numbered GNRR 964144; 1 Hopper car marked and numbered GNRR 964281; 1 Boxcar marked and numbered GNRR 6400; 1 Flat car marked and numbered GNRR 744711 ; 1 Boxcar marked and numbered LNW 13001 ; 1 Boxcar marked and numbered LNW 13005; 1 Gondola car marked and numbered TOEl 179; 1 Gondola car marked and numbered TOEl 187; 1 Tank car marked and numbered GATX87467; 1 Coach car marked and numbered BRSX 105; 1 Coach car marked and numbered BAR 106; 1 Coach car marked and numbered CSXT972332; 1 Coach car marked and numbered LIRR2929; 1 Coach car marked and numbered BM405; 1 Coach car marked and numbered SMRX206; 1 Coach car marked and numbered LIRR2975; 1 Coach car marked and numbered BARl 14; 1 Coach car marked and numbered LIRR2705; 1 Coach car marked and numbered GCM697; 1 Coach car marked and numbered NRHX549; 1 Coach car marked and numbered GNR653 14; 1 Coach car marked and numbered GNR12037; and 1 Coach car marked and numbered B&Al50.

Very Truly Yours,

Louis E. Gitomer Enclosure

Execution Version

MEMORANDUM OF SECURITY AGREEMENT

This Memorandum of Security Agreement is entered into as of November 2,_0_ , 2019 (this "Memorandum"), among ROYAL BANK OF CANADA, in its capacity as administrative agent (in such capacity, the "Administrative Agent"), NA RAIL HOLD CO. LLC and NA PORT HOLD CO. LLC (as "Co­Borrowers"), NA TRANSPORTATION HOLD CO. LLC (as "Holdings"), and PRC FUNDING LLC, PRC HOLDINGS LLC, STEELRIVER TRANSPORT VENTURES LLC, SRTV HOLDINGS LLC, PATRIOT RAIL COMPANY LLC, PATRIOT PORT HOLDINGS LLC, PATRIOT RAIL SERVICES COMPANY LLC, PATRIOT RAIL TRANSPORTATION COMPANY LLC, FOSTER TOWNSEND RAIL LOGISTICS LLC, LAKESHORE RAILCAR & TANKER SERVICES LLC, GLOBAL RAIL TRANSFER COMP ANY LLC, BLUE RIDGE SCENIC EXCURSIONS LLC, BLUE RIDGE RAILCAR REPAIR LLC, WEST BELT RAILWAY LLC, GEORGIA NORTHEASTERN RAILROAD COMPANY LLC, TENNESSEE SOUTHERN RAILROAD COMPANY, LLC, LOUISIANA AND NORTH WEST RAILROAD COMPANY, LLC, TEMPLE & CENTRAL TEXAS RAILWAY, LLC, UTAH CENTRAL RAILWAY COMPANY, LLC, PATRIOT WOODS RAILROAD, LLC, DEQUEEN AND EASTERN RAILROAD, LLC, SACRAMENTO VALLEY RAILROAD, LLC, TEXAS, OKLAHOMA & EASTERN RAILROAD, LLC, GOLDEN TRIANGLE RAILROAD, LLC, COLUMBIA & COWLITZ RAILWAY, LLC, KINGMAN TERMINAL RAILROAD, LLC, RARUS RAILWAY, LLC, DPH SERVICES LLC, SEAONUS HOLDINGS LLC, PORTUS HOLDINGS LLC, SEAONUS COLD STORAGE -JACKSONVILLE LLC, SEAONUS STEVEDORING - JACKSONVILLE LLC, SEAONUS REFRIGERATED SERVICES - JACKSONVILLE LLC, SEAONUS MARINE SERVICES LLC, SEAONUS STEVEDORING - SAVANNAH LLC, SEAONUS REFRIGERATED SERVICES - MOBILE LLC, SEAONUS STEVEDORING - MOBILE LLC, IMESON CONSOLIDATED SERVICES LLC, SEAONUS STEVEDORING - NEW ORLEANS LLC, PORTUS SERVICES LLC, PORTUS STEVEDORING LLC, PORTUS TERMINALS LLC, PORTUS TERMINALS - GALVESTON LLC, and PORTUS - PEV LLC (all as "Subsidiaiy Guarantors" and together with the Co-Borrowers and Holdings all as "Grantors") respecting (i) that certain Credit Agreement dated as of October 18, 2019 (hereinafter referred to as the "Credit Agreement"), among Co-Borrowers, Holdings, the Lenders, the Swing Line Lender, the L/C Issuers, and the Administrative Agent, and (ii) that certain Security Agreement dated as of October 18, 2019 (hereinafter referred to as the "Security Agreement"), entered into between the Administrative Agent and the Grantors.

Administrative Agent and Grantors hereby affirm and acknowledge that: the Lenders, the Swing Line Lender, the L/C Issuers have agreed to loan to the Co-Borrowers and the Co-Borrowers have agreed to borrow from the Lenders, the Swing Line Lender, the L/C Issuers, and the Grantors have agreed to grant the Administrative Agent, for the benefit of itself and the Lenders, the Swing Line Lender, the L/C Issuers, a first priority security interest in the railroad equipment identified in the Attachment (the "Equipment"), in order to secure Co-Borrower's performance of their obligations as described in the Credit Agreement and Security Agreement. The security interest granted by Grantors covers all Equipment owned by the Grantors as of the date of the Security Agreement and certain after acquired property, as described in the Security Agreement.

This Memorandum may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

RECORDATION NO. 33536 FILED November 20, 2019 3:29 PM SURFACE TRANSPORTATION BOARD

Execution Version

IN WITNESS WHEREOF, each of the parties hereto, pursuant to due corporate authority, have caused this Memorandum of Security Agreement to be duly executed in its corporate name by its officers, thereunto duly authorized, all as of the date first above written.

CO-BORROWERS: NA RAIL HOLD CO. LLC

NA PORT HOLD CO. LLC

GRANTOR:

SUBSIDIARY GUARANTORS and GRANTORS:

PRC FUNDING LLC

PRC HOLDINGS LLC

[Signature Page lo Memorandum of Security Agreement)

STEELRIVER TRANSPORT VENTURES LLC

SRTV HOLDINGS LLC

syflt.: .. L~ u Je1 h-_ N atne;;.J ennifer{Whlt'man Title:' Chief Financial Officer

PATRIOT RAIL COMP Al\TY LLC

PATRIOT PORT HOLDINGS LLC

PATRIOT RAIL SERVICES COMPANY LLC

PA TRI OT RAIL TRANSPORTATION COMP ANY LLC

[Signature Page to ,14emorand1m1 of Security Agreement]

FOSTER TOWNSEND RAIL LOGISTICS LLC

LAKESHORE RAILCAR & TANKER SERVICES LLC

GLOBAL RAIL TRANSFER COMPANY LLC

BLUE RIDGE SCENIC EXCURSIONS LLC

BLUE RIDGE RAILCAR REPAIR LLC

WEST BELT RAILWAY LLC

(Signature Page to Memorandum of Security Agreement]

GEORGIA NORTHEASTERN RAILROAD COMP ANY LLC

/ ~ -)..

By:( jLvc. N athe;-1 ennifer teman Title: Chief Financial Officer

TEI\1NESSEE SOUTHERN RAILROAD COMPANY, LLC

LOUISIANA AND NORTH WEST RAILROAD COMPANY, LLC

TEMPLE & CENTRAL TEXAS RAILWAY, LLC

UTAH CENTRAL RAILWAY COMPANY, LLC

eman Title: Chief Financial Officer

PATRIOT WOODS RAILROAD, LLC

[Sig,w1u,·e Page to Memorandum of Security Agreement]

DEQUEEN AND EASTERN RAILROAD, LLC

SACRAMENTO VALLEY RAILROAD, LLC

TEXAS, OKLAHOMA & EASTERN RAILROAD, LLC

GOLDEN TRIANGLE RAILROAD, LLC

By: 1----1-~""-""¥+--.L--',.,µL.=-4-t-=::.:.s..._ N atjle: em1ifeJ/:;Whiteman Title: Chief Financial Officer

COLUMBIA & COWLITZ RAILWAY, LLC

By: a.~L '!'I ul:2 k~ . Nam~~er Wh1tbnan Title: Chief Financial Officer

KINGMAN TERMINAL RAILROAD, LLC

[Signature Page to 1\,femora11d11m of Security Agreement]

RARUS RAILWAY, LLC

DPH SERVICES LLC

B(_/-~'J ~ Name· Jennife Wh teman Tit e: Chief Financial Officer

SEAONUS HOLDINGS LLC

PORTUS HOLDINGS LLC

SEAONUS COLD STORAGE - JACKSONVILLE LLC

SEAONUS STEVEDORING - JACKSONVILLE LLC

Byg&,eM l,:«-NafUeJ ennife Wh teman Title( Chief Financial Officer

[Signature Page to Memorandum of Security Agreement)

SEAONUS REFRIGERATED SERVICES­JACKSONVILLE LLC

SEAONUS MARINE SERVICES LLC,

SEAONUS STEVEDORING - SAVANNAH LLC

SEAONUS REFRIGERATED SERVICES -MOBILE LLC

SEAONUS STEVEDORING - MOBILE LLC

IMESON CONSOLIDATED SERVICES LLC

[Signature Page to Memora1rd111n of Security Agreement]

SEAONUS STEVEDORING - NEW ORLEANS LLC

PORTUS SERVICES LLC

PORTUS STEVEDORING LLC

PORTUS TERMINALS LLC

PORTUS TERMINALS-GALVESTON LLC

By ~7-;, ,,f;,i7\J/ L,{ j(}; b,_ Na~lnmfer 1tefuan Title: Chief Financial Officer

PORTUS - PEV LLC

[Signature Page lo ,Wemorandum <if Security Agreement]

ROY AL BANK OF CANADA, as Administrative Agent

B4q/-~ N.ame: .Ann, Hurley Title: M anager. Agency

10 LEGAL_US_E # 144824915.5

STATE OF _ a_Gd_t'~,1-'~-­ )

Ct 8A ) ss: ) COUNTY OF - -----

On this ~fl.. day of November 2019, before me personally appeared kMt? WUtMHfO me known, who being by me duly sworn, says that (s)he is the Chief Financial Officer of NA Rail Hold Co. LLC, NA Port Hold Co. LLC, and, NA Transportation Hold Co. LLC, that said instrument was signed on behalf of said companies, and ( s )he acknowledges that the execution of the foregoing instrument was the free act and deed of said companies.

Notary Public

My Commission expires /It· 1/,· 'J./

[Signature Page to Memorandum o/Securily Agreement]

STATE OF C(..8r;1~ COUNTY OF 6J /.>8

) ) ss: )

On this /f"">day of November 2019, before me personally appeared ~ /JJ~f~, to me known, who being by me duly sworn, says that (s)he is the Chief Financial Officer of PRC Funding LLC, PRC Holdings LLC, SteelRiver Transport Ventures LLC, SRTV Holdings LLC, Patriot Rail Company LLC, Patriot Port Holdings LLC, Patriot Rail Services Company LLC, Patriot Rail Transportation Company LLC, Foster Townsend Rail Logistics LLC, Lakeshore Railcar & Tanker Services LLC, Global Rail Transfer Company LLC, Blue Ridge Scenic Excursions LLC, Blue Ridge Railcar Repair LLC, West Belt Railway LLC, Georgia Northeastern Railroad Company LLC, Tennessee Southern Railroad Company, LLC, Louisiana and North West Railroad Company, LLC, Temple & Central Texas Railway, LLC, Utah Central Railway Company, LLC, Patriot Woods Railroad, LLC, Dequeen and Eastern Railroad, LLC, Sacramento Valley Railroad, LLC, Texas, Oklahoma & Eastern Railroad, LLC, Golden Triangle Railroad, LLC, Columbia & Cowlitz Railway, LLC, Kingman Tenninal Railroad, LLC, Rarus Railway, LLC, DPH Services LLC, Seaonus Holdings LLC, Portus Holdings LLC, Seaonus Cold Storage - Jacksonville LLC, Seaonus Stevedoring - Jacksonville LLC, Seaonus Refrigerated Services - Jacksonville LLC, Seaonus Marine Services LLC, Seaonus Stevedoring - Savannah LLC, Seaonus Refrigerated Services - Mobile LLC, Seaonus Stevedoring - Mobile LLC, Jmeson Consolidated Services LLC, Seaonus Stevedoring - New Orleans LLC, Portus Services LLC, Portus Stevedoring LLC, Portus Terminals LLC, Portus Terminals -Galveston LLC, and Portus - PEV LLC, that said instrument was signed on behalf of said companies, and (s)he acknowledges that the execution of the foregoing instrument was the free act and deed of said companies.

Notary Public

My Commission expires t:J. ·~I, · ").-/

[Signature Page to Memorandum of Security Agreement]

PROVINCE OF ONT ARIO ) ) ss:

CITY OF TORONTO )

On this 6th day of November, 2019, before me personally appeared Ann Hurley, to me known, who being by me duly sworn, says that she is a Manager, Agency, of ROYAL BANK OF CANADA, that said instrument was signed on behalf of said banking corporation by authority of its board of directors, and she acknowledges that the execution of the foregoing instrument was the free act and deed of said corporation.

~ My Commission expires March 14, 2020

Susan Lilly Khokher, Notary Public, City of Toronto, limited to the attestation of instruments and the taking of affidavits for Royal Bank of Canada. Expires March 14, 2020

LEGAL_ US_E # 144824915.5

13

ATTACHMENT- EQUIPMENT

All locomotives and railroad equipment, whether now owned or hereafter acquired, wherever located, and whether now or hereafter existing or arising, including, but not limited to, the following locomotives and railroad cars:

I. LOCOMOTIVES 1 SW1500 locomotive marked and numbered CLC 302, 2 SW1500 locomotives marked and numbered CLC 311 and 312, 1 GP-9 locomotive marked and numbered RARW 201, 3 GP 40 locomotives marked and numbered DQE D12 to 14, inclusive, 1 GP 40-2 locomotive marked and numbered DQE D-20, 1 GP 40-2 locomotive marked and numbered DQE D-23, l GP 40 locomotive marked and numbered DQE D-24, 1 GP 40-2 locomotive marked and numbered DQE D-25, 1 GP 38-2 locomotive marked and numbered DQE D-28, 1 GP 38-2 locomotive marked and numbered DQE D-27, 1 GP 40-2 locomotive marked and numbered DQE D-7, 1 GP40-2 locomotive marked and numbered FTR.X 2903, 1 GP50 locomotive marked and numbered FTRL 1670, 1 GP40 locomotive marked and numbered FTRX 4005, 1 MPl 500AC locomotive marked and numbered GTR GI, 1 GP 38-2 locomotive marked and numbered GTR 810, 1 GP 38-2 locomotive marked and numbered GTR 819, 1 SD40-2 locomotive marked and numbered FTRX 3066 1 SD40-2 locomotive marked and numbered FTRX 3158, 1 GP38-2 locomotive marked and numbered GNRR 2000, 1 GP9R locomotive marked and numbered GNRR 4631, 1 GPlO locomotive marked and numbered GNRR 7529, 1 GPl 8 locomotive marked and numbered GNRR 8705, 1 GP38 locomotive marked and numbered GNRR 9706, 1 GP38 locomotive marked and numbered GNRR 9708, 1 SW1500 locomotive marked and numbered FTRX 1515, 1 GP38AC locomotive marked and numbered FTRX 3810, 1 SW600 locomotive marked and numbered FTRL 30, 1 MP15DC locomotive marked and numbered FTRL 251, 1 SWl 500 locomotive marked and numbered FTRL 255, 1 SWl 500 locomotive marked and numbered FTRL 258, 1 MP15DC locomotive marked and numbered FTRL 1315, 1 SD40-2 locomotive marked and numbered FTRL 3161, 1 SW1500 locomotive marked and numbered FTRL 257, 1 GP9 locomotive marked and numbered FTRX 8223, 1 SW1200 locomotive marked and numbered FTRL 1206, 1 SWl 500 locomotive marked and numbered FTRL 256, 1 GP9 locomotive marked and numbered FTRL 207, 1 SW900 locomotive marked and numbered FTRX 2011, 1 GP9U locomotive marked and numbered FTRX 8201, 1 GE45 locomotive marked and numbered 38996, and 1 GE45 locomotive marked and numbered 30783.

II. RAILROAD CARS 35 gondola cars marked and numbered RARW 502- 536, inclusive; 5 Ballast cars marked and numbered MWRR 548922, 548881, 548900, 548928, and 548965; 3 flatcars marked and numbered RARW 561, 563, and 567; 104 gondola cars marked and numbered TOE 1201-1204, inclusive, 1206, 1208-1217, inclusive, 1219, 1220, 1221, 1223-1226, inclusive, 1228-1232, inclusive, 1234-1237, inclusive, 1239-1243, inclusive, 1246, 1248-1259, inclusive, 1261, 1262, 1263, 1265, 1267-1276, inclusive, 1278-1283, inclusive, 1285-1287, inclusive, 1289-1290, 1292-1303, inclusive, 1306, 1309, 1310, 1311, 1313, 1316, 1317, 1319, 1320, 1322-1325, inclusive, 1328, 1329, 1331, 1333, and 1334; 108 hopper cars marked and numbered TOE 1400, 1401, 1403-1431, inclusive, 1433-1439, inclusive, 1500-1504, inclusive, 1506, 1508-1524, inclusive, 1526-1560, inclusive, 1562-1565, inclusive, 1567-1574, inclusive; 13 Ballast cars marked and numbered TOE 136, 137,415,756, 1150, 1151, 1178, 1180-1183,inclusive, 1185,and 1186; 1 Hoppercarmarkedandnumbered GNRR 782; 1 Hopper car marked and numbered GNRR 964144; 1 Hopper car marked and numbered GNRR 964281; 1 Boxcar marked and numbered GNRR 6400; l Flat car marked and numbered GNRR 744711; 1 Boxcar marked and numbered LNW 13001; 1 Boxcar marked and numbered LNW 13005; 1 Gondola car marked and numbered TOEl 179; 1 Gondola car marked and numbered TOEl 187; 1 Tattle car marked and

A-i

numbered GATX87467; l Coach car marked and numbered BRSXI 05; 1 Coach car marked and numbered BARI 06; 1 Coach car marked and numbered CSXT972332; 1 Coach car marked and numbered LIRR2929; 1 Coach car marked and numbered BM405; 1 Coach car marked and numbered SMRX206; 1 Coach car marked and numbered LIRR2975; 1 Coach car marked and numbered BARI 14; 1 Coach car marked and numbered LIRR2705; 1 Coach car marked and numbered GCM697; 1 Coach car marked and numbered NRHX549; I Coach car marked and numbered GNR65314; 1 Coach car marked and numbered GNR12037; and 1 Coach car marked and numbered B&A 150.

A-ii