U.S. Department of Transportation Federal Railroad Administration

Chief, Section of Administration Office of Proceedings Surface Transportation Board Washington, DC 20423-0001

Dear Section Chief:

March 8, 2019

1200 New Jersey Avenue, SE . Wash ington, D.C. 20590

I have enclosed an original and one counterpart of the document described below, to be recorded pursuant to Section 11301 of Title 49 of the U.S. Code. This document is a Termination and Release of Lien, dated March 7, 2019, a secondary document as defined in the Board's Rules for the Recordation of Documents at 49 CFR Part 1177.

The names and addresses of the parties to the enclosed document are:

National Railroad Passenger Corporation 60 Massachusetts Avenue N.E. Washington, DC 20002

Federal Railroad Administration 1200 New Jersey Avenue, SE Washington, DC 20590

The enclosed document relates to the primary Security Agreements, as amended, under the following Recordation Numbers:

Security Agreement, dated August 7, 1972, Recordation No. 6690 Security Agreement, dated December 27, 1973, Recordation No. 6690-D Security Agreement, dated December 29, 1975, Recordation No. 6690-J

Security Agreement Amendment, dated March 20, 1975, Recordation No. 6690-M

Security Agreement Supplement, dated April 16, 1975, Recordation No. 6690-0 Security Agreement, dated October 5, 1983, Recordation No. 6690-MMMM

The description of the railroad equipment covered by the enclosed document is: 51 Heritage Baggage Cars, 18 Heritage Crew Dorm Cars, 12 Heritage Diner Cars, and 7 Heritage Diner Grill Cars with numbers included on Schedule I of the enclosed Termination and Release of Lien.

RECORDATION NO. 6690-HHHHHHHHHHHHH FILED March 8, 2018 5:37 PM SURFACE TRANSPORTION BOARD

FILING FEE WAIVED

A short summary of the document to appear in the index follows:

Termination and Release of Lien, dated March 7, 2019, from the 1983 Security Agreement with Recordation No. 6690-MMMM and each preceding Security Agreement, covering 51 Heritage Baggage Cars, 18 Heritage Crew Dorm Cars, 12 Heritage Diner Cars, and 7 Heritage Diner Grill Cars.

Because the referenced documents are being filed on behalf of an agency of the United States, the undersigned requests that all filing fees be waived.

Sincerely,

CASEY L SYMINGTON Casey Mendez Symington Attorney Advisor

Enclosure

Digitally signed by CASEY L SYMINGTON Date: 2019.03.08 17:32:39 -05'00'

TERMINATION AND RELEASE OF LI EN

THIS TERMINATION AND RELEASE OF LIEN dated as of March 7, 2019 (this

"Release"), is given and delivered by the Administrator of the Federal Railroad Administration

of the United States Department of Transportation (the "Administrator"), acting (unless

otherwise specified herein) on behalf of and as the delegate of the Secretary of the Department of

Transportation to the National Railroad Passenger Corporation ("Amtrak").

WHEREAS, pursuant to a Security Agreement between the Administrator and Amtrak,

dated October 5, 1983, and recorded with the Interstate Commerce Commission under No. 6690-

MMMM on September 25, 1989 (the "FRA Security Agreement"), Amtrak assigned to the

Administrator all of its right, title and interest to certain rolling stock owned by Amtrak,

including rolling stock acquired by Amtrak after the date of the FRA Security Agreement,

subject to the terms and provisions of the FRA Security Agreement.

WHEREAS, Amtrak and the Administrator agree that for the purpose of this Release, the

FRA Security Agreement replaces all previous security agreements, supplements and

amendments between Amtrak and the Administrator, including the Security Agreement, dated

August 7, 1972, Recordation No. 6690, the Security Agreement, dated December 27, 1973,

Recordation No. 6690-0, the Security Agreement, dated December 29, 1975, Recordation No.

6690-J, the Security Agreement Amendment, dated March 20, 1975, Recordation No. 6690-M,

and the Security Agreement Supplement, dated April 16, 1975, Recordation No. 6690-0.

WHEREAS, Amtrak desires to sell or donate the units described in Schedule I attached

hereto (the "Units") and as a result requested FRA release its lien on the Units under the FRA

Security Agreement.

WHEREAS, the Units have reached the end of their useful lives and are no longer

needed, and Amtrak is seeking to sell or donate the Units in the ordinary course of its business.

WHEREAS, Amtrak requested FRA's written consent for such sale or donation as

required under the FRA Security Agreement and the Administrator hereby provides such

consent.

WHEREAS, certain annual grant agreements between FRA and Amtrak ("Annual Grant

Agreements") contain requirements applicable to the sale of these Units and the Administrator

hereby waives those requirements.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for

other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto covenant and agree as follows:

1. Amtrak represents and warrants that (a) the sale or donation of the Units is in Amtrak's

ordinary course of business and will not impair, detract from or be inconsistent with

Amtrak Termination and Release <?l88 Units <?lRolling Stock

RECORDATION NO. 6690-HHHHHHHHHHHHH FILED March 8, 2018 5:37 PM SURFACE TRANSPORTION BOARD

Amtrak·s responsibility to provide rail transportation under federa l law. (b) any sale of

the Units will be for fair and reasonable consideration, (c) notwithstanding any

provisions of the Annual Grant Agreements applicable to the sa le of the Units. Amtrak

wi ll reinvest the proceeds of the sale of the Units into capital projects on the National

Network, as defined in 49 U.S.C. § 24102(6), that support intercity passenger rail , (d)

Amtrak will include the Uni ts in the semiannual report required by Section 28 f. of the

Fiscal Year 2019 National Network Grant to Amtrak (69A365 l 9500330AMTDC), as

amended. and (e) if Amtrak does not dispose of all of the Units consistent with FRA's

consent herein within twelve ( 12) months of the date first entered above, then this

release shall be invalid with regard to any remaining Units , and Amtrak shall record

FRA's first priority securi ty interest in any remaining Units;

2. All right. title and interest of the Administrator in and to the Units are hereby

terminated and released;

3. The Administrator represents warrants and agrees that: (a) FRA has full authority to

terminate and release all of its right , title and interest in and to the Units; and (b) this

Release satisfies the conditions of paragraph 2 of the FRA Security Agreement;

4. The terms of this Release shall be governed by. and construed and interpreted m

accordance with the Federal Law of the United States. To the extent that Federal Jaw

does not specify the appropriate rule of decision for a particular matter at issue, it is the

intention and agreement of the parties hereto that the substantive law of the District of

Columbia shall be adopted as the governi ng federal rule of decision; and

5. Capitalized terms and phrases used and not otherwise defined herein shall for all

purposes of this Release have the respective meanings specified in the Security

Agreement.

[Remainder of the page intentionally leji blank: signature pages tofollmr. l

Amtrak Termination and Release of88 Units of Rolling Stock

IN WITN ESS WH EREOF, the undersigned duly authorized officers of the parties hereto

have executed this Agreement.

I cert(fy that I hold the title set f orth below. and that I acknowledge that my execution of the

foregoing instrument is my ji-ee act and deed. !fi,rther declare under penalty ofperjury that the

f oregoing is true and correct.

Amtrak Termination and Release 0(88 Units o,fRol!ing Stock

I certify that I hold the title set forth below, that this instrument was signed on behalf of Amtrak by authority of its authorized board of directors, and that I acknowledge that the execution of the

foregoing instrument was the free act and deed of Amtrak. I further declare under penalty of

perjury that the foregoing is true and correct.

NATIONAL RAILROAD PASSENGER

CORPORATION, Amtrak

Amtrak Termination and Release of 88 Units of Rolling Stock

SCHEDULE I

Unit# Descriotion 1 11 26 Heritage Baggage Car 2 11 27 Heritage Baggage Car

" 11 32 Heritage Baggage Car .)

4 11 35 Heritage Baggage Car 5 11 60 Heritage Baggage Car 6 11 61 Heritage Baggage Car 7 11 62 Heritage Baggage Car 8 1163 Heritage Baggage Car 9 11 64 Heritage Baggage Car 10 11 65 Heritage Bairnage Car 11 1171 Heritage Baggage Car 12 11 72 Heritage Baggage Car 13 1203 Heritage Baggage Car 14 1204 Heritage Baggage Car 15 1208 Heritage Baggage Car 16 1210 Heritage Basrnage Car 17 121 1 Heritage Baggage Car 18 1212 Heritage Baggage Car 19 12 13 Heritage Baggage Car 20 1215 Heritage Baggage Car 21 1221 l leritage Baggage Car 22 1223 Heritage Baggage Car 23 1226 Heritage Baggage Car 24 1229 Heritage Baggage Car 25 1230 Heritage Baggage Car 26 1234 Heritage Baggage Car 27 1235 Heritage Bairnage Car

-· 28 1236 Heritage Baggage Car 29 1239 Heritage Baggage Car 30 1241 Heritage Baggage Car 31 1242 Heritage Baggage Car 32 1244 Heritage Baggage Car "" 1245 Heritage Baggage Car .) .)

34 1246 Heritage Baggage Car 35 1247 Heritage Baggage Car 36 1248 Heritage Baggage Car 37 1249 Heritage Baggage Car 38 1250 Heritage Baggage Car 39 1251 Heritage Baggage Car 40 1252 Heritage Baggage Car 41 1255 Heritage Baggage Car 42 1257 Heritage Baggage Car

Amtrak Termination and Release of 88 Units of Rolling Stock

43 1258 Heritage Baggage Car 44 1261 Heritage Baggage Car 45 1264 Heritage Baggage Car 46 1265 Heritage Baggage Car 47 1267 Heritage Baggage Car 48 1269 Heritage Baggage Car 49 1272 Heritage Ba12.12.age Car 50 1855 Heritage Baggage Car 51 1857 I Ieritage Baggage Car

52 2500 Heritage Crew Dom1 Car 53 2501 Heritage Crew Dom1 Car 54 2503 Heritage Crew Dorm Car 55 2505 Heritage Crew Donn Car 56 2506 Heritage Crew Dorm Car 57 2507 Heritage Crew Dom1 Car 58 2510 Heritage Crew Dorm Car 59 25 11 Heritage Crew Donn Car 60 2512 Heritage Crew Dorm Car 61 25 13 Heritage Crew Dorm Car 62 2514 Heritage Crew Do1m Car 63 2515 Heritage Crew Dorm Car 64 2516 Heritage Crew Dorm Car 65 2517 Heritage Crew Dorm Car 66 2518 Heritage Crew Dorm Car 67 2519 Heritage Crew Dorm Car 68 2523 Heritage Crew Dorm Car 69 2524 Heritage Crew Dorm Car

70 8502 Heritage Diner Car 71 8504 Heritage Diner Car 72 8507 Heri tage Diner Car 73 8509 Heritage Diner Car 74 851 0 Heritage Diner Car 75 8511 Heritage Diner Car 76 851 2 Heritage Diner Car 77 8521 Heritage Diner Car 78 8524 Heritage Diner Car 79 8527 Heritage Diner Car 80 8528 Heritage Diner Car 81 8532 Heritage Diner Car

82 8550 Heritage Diner Grill Car 83 855 1 Heritage Diner Gri ll Car 84 8552 Heritage Diner Gri ll Car

Amtrak Termination and Release of 88 Units of Rolling Stock

85 8553 Heritage Diner Gri ll Car 86 8554 Heritage Diner Grill Car 87 8558 Heritage Diner Grill Car 88 8559 Heritage Diner Grill Car

Amtrak Termination and Release 0(88 Units of Rolling Stock