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Gerald A. Morrissey, Esq. (202) 469-5497 gerald.morrissey@hklaw.com

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December 27, 2019

Via E-Filing

Chief, Section of Administration Office of Proceedings Surface Transportation Board 395 E Street SW Washington, DC 20024

Dear Section Chief: I am filing this letter on behalf of Mizuho America Leasing LLC, the owner/lessor of the vessels described below, which have been chartered to East Side River Brokerage Company, Inc., as lessee/charterer. Enclosed for recordation is an original and one counterpart of a Memorandum of Charter and Financing Agreement, dated as of December 27, 2019 (the “Memorandum”), a primary document as defined under to 49 U.S.C. § 11301 and 49 C.F.R. § 1177 et seq. The names and addresses of the parties to the Memorandum are as follows:

Lessor/Owner: Mizuho America Leasing LLC 1251 Avenue of the Americas New York, NY 10020 Attention: Lease Operation Lessee/Charterer: East Side River Brokerage Company, Inc. 15 Bronze Pointe Swansea, Illinois 62226

A description of the equipment covered by the lease or charter evidenced by the Memorandum follows:

RECORDATION NO. W-282 FILED December 27, 2019 1:58 PM SURFACE TRANSPORTATION BOARD

Chief, Section of Administration December 27, 2019 Page 2

#71958780_v1

The Memorandum of Charter and Financing Agreement covers the forty-five (45) barges subject to the Charter Agreement, as more fully described in Exhibit 1 to the Memorandum, together with all of their covers, machinery, boats, anchors, cables, chains, rigging, tackle, apparel, capstans, outfit, tools, pumps, pumping and other equipment or gear, furnishings, appliances, fittings and spare and replacement parts and all other appurtenances to said barges, including any Demise Owner-furnished equipment, if any, whether now owned or hereafter acquired, whether on board or not on board, and also any and all additions, improvements and replacements hereafter made in or to said barge or any part thereof, or in or to her equipment and appurtenances aforesaid.

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

Bareboat Charter Agreement and Supplement No. 1 to Bareboat Charter Agreement (“Charter Agreement”) between Mizuho America Leasing LLC, as owner/lessor, and East Side River Brokerage Company, Inc., as lessee/charterer, dated as of December 27, 2019 and covering the forty-five (45) barges as more fully described in Exhibit 1 to the Memorandum, together with all of their covers, machinery, boats, anchors, cables, chains, rigging, tackle, apparel, capstans, outfit, tools, pumps, pumping and other equipment or gear, furnishings, appliances, fittings and spare and replacement parts and all other appurtenances to said barges, including any Demise Owner-furnished equipment, if any, whether now owned or hereafter acquired, whether on board or not on board, and also any and all additions, improvements and replacements hereafter made in or to said barge or any part thereof, or in or to her equipment and appurtenances aforesaid.

The e-filing fee was submitted through an STB payment form. Please contact me if you have any questions or concerns with the foregoing.

Sincerely, /s/ Gerald Morrissey Gerald A. Morrissey

Execution Version

MEMORANDUM OF CHARTER AND FINANCING AGREEMENT

between

MIZUHO AMERICA LEASING LLC (“Owner”)

and

EAST SIDE RIVER BROKERAGE COMPANY, INC. (“Charterer”)

December 27, 2019

Filed with the Surface Transportation Board pursuant to 49 U.S.C. §11301 on ___________________, 2019, at ______ a.m./p.m.

Watercraft Recordation Number _______

RECORDATION NO. W-282 FILED December 27, 2019 1:58 PM SURFACE TRANSPORTATION BOARD

1

MEMORANDUM OF CHARTER AND FINANCING AGREEMENT

THIS MEMORANDUM OF CHARTER AND FINANCING AGREEMENT is made and entered into as of December 27, 2019, by and between MIZUHO AMERICA LEASING LLC, a New York limited liability company, having its principal place of business at 1251 Avenue of the Americas, New York, New York 10020 (hereinafter, together with its successors and assigns, “Owner”), and EAST SIDE RIVER BROKERAGE COMPANY, INC., an Illinois corporation, having its principal place of business at 15 Bronze Pointe, Swansea, Illinois 62226 (“Charterer”).

WITNESSETH:

1. Owner and Charterer are parties to that certain Bareboat Charter dated and effective of even date herewith (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Bareboat Charter”).

2. Pursuant to the Bareboat Charter, Owner has agreed to let and demise to Charterer, and the Charterer has agreed to hire from Owner, the United States documented vessels, as more fully described on Appendix 1 attached hereto (hereinafter, the “Vessels”).

3. The Bareboat Charter with respect to the Vessels became effective as of the date set forth in paragraph 1 above and shall be subject to the Charter Period, as such term is defined in the Bareboat Charter.

4. This Memorandum may be executed in counterparts.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officers as of the date and year first above written.

Owner: MIZUHO AMERICA LEASING LLC

By:_::::::::::::::::::::::~~~=::::~==~ Name: Teruo Isshiki Title: Vice President

Charterer: EAST SIDE RIVER BROKERAGE COMPANY, INC.

By:-------------­Name: James McEvilly Title: President

2

STATEOF /\)u,u tJwfL COUNTY OF New yrr k_

) ) ss. )

On this _fi__ day of December, 2019, before me personally appeared Teruo Isshiki, to me personally known, who being by me duly sworn, says that he is the Vice President of MIZUHO AMERICA LEASING LLC, a New York limited liability company, that the foregoing instrument was signed on behalf of said company by order of its Vice President, and he acknowledged that the execution of the said instrument was the free act and deed of said company.

IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and year first above written.

NOTARYPUB~I~ fo Printed Name: V tt_ {bvle,, k'tiJ4 tS

I

My commission expires: I / ( 7 / '1../J ZlJ r r

4

VALERIE KOVACS Notary Public, St.ate of New York

No. 02i<06254549 Qualified in New York County

Commission Expires January 17, 20 <;}{)

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officers as of the date and year first above written.

Owner: MIZUHO AMERICA LEASING LLC

By: ______________ _

Name: Teruo Isshiki Title: Vice President

Charterer: EAST SIDE RIVER BROKERAGE COMPANY. INC.

By:~ t ~t:;~ Nam~me~ McEvil( = Its: President

2

STATE OF ILLINOIS ) ) ss:

COUNTY OF ST. CLAIR )

On thisa11lfay of December 2019. before me personally appeared James E. McEvilly to me personally known. who being by my duly sworn. says that he is President of East Side River Brokerage Company. Inc., an Illinois corporation (the ··Corporation·~), that the foregoing instrument was signed on behalf of said Corporation by authority of its Board or Directors and he ucknowlcdgcs that the execution of the foregoing instrument was the free act and deed of said Corporation.

OFFICIAL SEAL ~ suzme L KNIEPKAMP (

NOTARY PUBLIC, STATE OF IU.IN01S ~ MY COMMISSION EXPIRES Ot/?.5/7022 ~ __ ..,..,.. ______ ..,._.,...,.._..,...)

My Commission Expires: J../ /a-:s )cfd,

APPENDIX 1 TO

MEMORANDUM OF CHARTER AND FINANCING AGREEMENT

MIZUHO AMERICA LEASING LLC, Owner

EAST SIDE RIVER BROKERAGE COMPANY, INC., Charterer

Description of Vessels

Vessel Name Official No.

1 LTD 12001 1241935

2 LTD 12002 1241936

3 LTD 12003 1241937

4 LTD 12004 1241938

5 LTD 12005 1241939

6 LTD 12006 1243403

7 LTD 12007 1243406

8 LTD 12008 1243407

9 LTD 12009 1243408

10 LTD 12010 1243409

11 LTD 12011 1243410

12 LTD 12012 1243411

13 LTD 12013 1243412

14 LTD 12014 1243413

15 LTD 12015 1243414

16 LTD 12016 1243415

17 LTD 12017 1243416

18 LTD 12018 1243417

19 LTD 12019 1243418

20 LTD 12020 1243419

21 LTD 12021 1243420

22 LTD 12022 1243421

23 LTD 12023 1243422

24 LTD 12024 1243423

25 LTD 12025 1243424

26 LTD 12026 1243425

27 LTD 12027 1243426

28 LTD 12028 1243427

29 LTD 12029 1243428

30 LTD 12030 1243429

31 LTD 12031 1243430

32 LTD 12032 1243431

33 LTD 12033 1243432

34 LTD 12034 1243433

35 LTD 12035 1243434

36 LTD 12036 B 1243435

37 LTD 12037 B 1243436

38 LTD 12038 B 1243437

39 LTD 12039 B 1243438

40 LTD 12040 B 1243439

41 LTD 12041 B 1243440

42 LTD 12042 B 1243441

43 LTD 12043 B 1243442

44 LTD 12044 B 1243443

45 LTD 12045 B 1243444