STINSON LEONARD

STREET

February 26, 2019

Federal Express

Section of Administration Office of Proceedings Surface Transportation Board ATIN: Cynthia T. Brown 39 5 E. Street, SW Washington, DC 20423

Re: Memorandum of Release of Security Agreement

Dear Ms. Brown:

Scott P. Smalley

816.691 .3390 DIRECT

816.4 12.9301 DIRECT FAX

scot! .smalley@stinson.com

Enclosed for recordation is a Memorandum of Complete Release of Security Agreement dated February 15, 2019, a primary document as defined in the Board's Rules for the Recordation of Documents.

The name and address of the parties to the enclosed documents are as follows:

Borrower:

Lender:

Shasta Sunset Corporation 10100 North Ambassador Drive Kansas City, Missouri 64153

U.S. Bank National Association 9900 W. 87th Street Overland Park, Kansas 66212

The description of the railroad equipment covered by the enclosed document is as follows:

ST IN SON .COM

CORE/0772999.0135/150934193.1

Deserio ti on Road or Serial Number Shasta Dinner Car MR 2838 Siskivou Dinner Car MR 2819 Lassen Dinner Car MR 2900 Trinitv Dinner Car MR 2801

Dance Car MR 2901 Generator Car and Gift Shoo MR-1 1

120 1 WALNUT STREET• KANSAS CITY . M O 64106 816 .842 .8600 MAIN• 816.691 3495 FAX

.,,

RECORDATION NO. 32379-A FILED February 27, 2019 2:15 PM SURFACE TRANSPORTATION BOARD

February 26, 2019 Page2

In addition, a check in the amount of $48.00, made payable to the Surface Transportation Board, has been enclosed to cover the required Recordation Fee. Once recorded, please return the file stamped document to my attention at the address listed below. For your convenience a self-addressed envelope has been enclosed.

If you have any questions or need additional information. please do not hesitate to contact me.

Sincerely,

Stinson Leonard Street LLP

Scott P. SmaUey

Enc losure

CORE/0772999 .01 35/1509341 93. l

MEMORANDUM OF COMPLETE RELEASE OF SECURITY AGREEMENT

This Memorandum of Complete Release of Security Agreement (this "Release"), dated as of February 15, 2019, is between U.S. Bank National Association ("Lender") and Shasta Sunset Corporation ("Grantor").

WHEREAS, Lender and Grantor entered into a Security Agreement, dated as of October 17, 2016 (as amended, restated or otherwise modified from time to time, the 11Security Agreement") pursuant to which Grantor granted to Lender a security interest in certain rolling stock more specifically described on Schedule I attached hereto and in certain Collateral (as defined in the Security Agreement) in order to secure the obligations of Midwest Pacific Rail Net & Logistics Co., Williams Equipment Leasing LLC, Williams Group, Inc., St. Manes River Railroad Company, BG & CM Railroad, Inc., SOR Holding Company, Dakota Southern Railway Company, Ozark Valley Railroad, Inc., Shasta Sunset Corporation, McCloud Railway Company, Fremont Northern Railroad, Inc., Washington & Idaho Railway, Inc., Boot Hill & Western Railway Holding Co., Inc., Railroad Materials Salvage, Inc., RMS! Transportation, L.L.C., Williams Steel Trading, LLC, MW Steel Holdings LLC (collectively, the "Borrowers"). A Memorandum of Security Agreement dated as of October 17, 16 between Grantor and Lender was recorded with the Surface Transportation Board, pursuant to 49 U.S. C. 111301, on October 19, 2016 and assigned recordation number 32379.

WHEREAS, Borrowers have fully performed all of Borrower's Obligations (as defined in the Security Agreement).

NOW, THEREFORE, in light of such full performance, Lender hereby releases its security interest in the Equipment and releases and terminates its interests in the Equipment.

This Release shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws doctrine. This Release may be executed in any number of counterparts, but all of such counterparts together shall constitute one and the same agreement.

[SIGNATURE ON THE FOLLOWNG PAGE]

l CORE/0772999. 013 S/1 S0590744.3

RECORDATION NO. 32379-A FILED February 27, 2019 2:15 PM SURFACE TRANSPORTATION BOARD

IN WITNESS WHEREOF, Grantor and Lender have duly executed this Release as of the date first above written.

U.S. BANK NATIONAL ASSOCIATION

SHASTA SUNSET CORPORATION

By: ___________ _ Name: ___________ _

Title:-------------

Signature Page to Memorandum of Complete Release of Security Agreement

IN WITNESS WHEREOF, Orantor and Lender have duly executed this Release as of the date first above written.

U.S. BANK NATIONAL ASSOCIATION

By: -~l!'!:-.!..l.L.~~ch,.li~ t---- -===~

Name: _.,~-..L.l~~~~-~--­Titlc: -Jr.a~w~~------

Signature Page to Mem.orandwn of Complete Release of Secwity Agreement

) ss.

)

On this JS' day of February, 2019, before me appeared R"'j e;- Gros.s . to me personally known, who being by me duly swom did say that he is the Se..tctt! V,,,., f,.,-sl A&t of U.S. BANK NATIONAL ASSOCIATION and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the fi."Ce act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

K~~ • ....,pL Notary Public

My Commission Expires: 3 -'2.2. -l,

KAREN HOLLANSWORTH Notary Public-Notary Seal

State of M(ssourJ, Saint Louis City Commission # 15432321

My Commission Expires Mar 22, 2019

Signature Page to Memorandum of Complete Release of Security Agreement

STATEOF ....... m ...... ~_%Cl\r1~~· __ _,)

COUNTY OF ..... tf_,_,\Jc:...........: ___ _,) ss.

On this ~day of February, 2019, befol'e me appeared ''-"'-•·c..(.J,v\\\ \c-~..l , to me personally known, who being by me duly sworn did say that he is the i of SHASTA SUNSET CORPORATION, a California corporation and that said instrument was signed on behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN WI1NESS WHEREOF, I have hereunto set my hand a affixed my official seal in the County and State aforesaid, the day and year first above tten.

My Commission Expires: f'Y\Ct~ 0<2> 12.0W

Signature Page to Memorandum of Complete Release of Security Agreement

SCHEDULE I

Description Road or Serial Number Owner Shasta Dinner Car MR2838 Shasta Sunset Corporation

Siskiyou Dinner Car MR 2819 Shasta Sunset Corporation Lassen Dinner Car MR2900 Shasta Sunset Corporation Trinity Dinner Car MR2801 Shasta Sunset Corporation

Dance Car MR2901 Shasta Sunset Corporation Generator Car and Gift Shop MR-11 Shasta Sunset Corporation