September 29, 2017 Chief Section of Administration Office of Proceedings Surface Transportation Board 395 E Street, S.W. Washington, D.C. 20423 Dear Section Chief,

Enclosed for recordation pursuant to the provisions of 49 U.S.C. Section 11301(a) are two (2) copies of a Memorandum of Locomotive Security Agreement, dated as of September 29, 2017, a primary document as defined in the Board's Rules for the Recordation of Documents.

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

Secured Party: GE Industrial Financing Solutions, LLC 500 West Monroe Street Chicago, IL 60661

Debtor: Baffinland Iron Mines LP 2275 Upper Middle Road East, Suite 300 Oakville, ON LOH 0C3, Canada

A description of the railroad equipment covered by the enclosed document

is:

5 ET44AC Tier 4 Technology Locomotives bearing road numbers 7001 through 7005, inclusive.

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

Memorandum of Locomotive Security Agreement.

ELIAS C. ALVORD (1942) ELLSWORTH C. ALVORD (1964)

ROBERT W. ALVORD (2011)

ALVORD AND ALVORD PLLC ATTORNEYS AT LAW

1050 SEVENTEENTH STREET, N.W.

SUITE 301

WASHINGTONJ D.C. 20036

PHONE: (202) 393-2266

FAX, J-85 5 -600-2836

E-MAIL: alvord@alvordlaw.com

WEBSITE: www.alvordlaw.com

RECORDATION NO. 32759 FILED September 29, 2017 04:00 PM SURFACE TRANSPORTATION BOARD

Section Chief September 29, 2017 Page 2

Also enclosed is a check in the amount of $47.00 payable to the order of the Surface Transportation Board covering the required recordation fee.

Kindly return stamped copies of the enclosed document to the undersigned.

MEMORANDUM OF LOCOMOTIVE SECURITY AGREEMENT

THIS MEMORANDUM OF LOCOMOTIVE SECURITY AGREEMENT made and entered into as of September 29, 2017 (this "Memorandum") is between GE INDUSTRIAL FINANCING SOLUTIONS, LLC, a Delaware limited liability company ("Secured Party"), and BAFFINLAND IRON MINES LP, an Ontario limited partnership ("Debtor").

WITNESSETH:

The undersigned have entered into that certain Locomotive Security Agreement (as amended, supplemented or modified, the "Agreement"), dated ns of September 29, 2017, whereby Debtor has agreed to grant a security interest in and lien on the locomotives described in the Agreement (the "Locomotives") and forth on Exhibit A attached hereto.

This Memorandum is being recorded with the Surface Transportation Board pursuant to 49 U.S.C. Section I 1301(a) as well as the Office of the Registrar General of Canada pursuant to Section 105 of the Canada· Transportation Act for the purpose of giving record notice and evidence of the Agreement and the Locomotives.

The parties hereto are the named parties to the Agreement and such parties do hereby acknowledge and confirm the rights and obligations made therein and the interests of Secured Party therein.

For the purposes of facilitating the execution of this Memorandum, this Memorandum may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument

[REMAINDER OF PAGE INTENTIONALLY BLANK]

RECORDATION NO. 32759 FILED September 29, 2017 04:00 PM SURFACE TRANSPORTATION BOARD

IN WITNESS WHEREOF, the parties have each caused this Memorandum to be duly ei.ecuted by their respective officers duly authorized as of the date hereof.

~:"S)Y)ll\tl, OF 011\.\.o.no § § SS:

~~~OF §

BAFFINLAND IRON MINES LP, by its general panner, Baffinland Iron Mines Corporation

B . Name: Step

:::e: iiJILml Nanal.MicfuieiAiun Title: Chief Technical Officer

On this 2,l'(ft,,..day of September, 2017 before me personally appeared Stephanie Anderson, to me personally known, who being by me duly sworn, says that she is EVP, Corporate Development of Baffinland Iron Mines Corporation, and that the foregoing Memorandum was signed on behalf of said entity. Further, she acknowledged that the e:cecution of the foregoing Memorandum was the free act and deed of said entity.

On this ~ ay of September, 2017 before me personally appeared Michael Anderson, to me personally known, who being by me duly sworn, says that he is Chief Technical Officer of Baffinlnnd Iron Mines Corporation, and that the foregoing Memorandum was signed on behalf of said entity. Further. he acknowledged that the e.1Cccution of the foregoing Memorandum was the free act and deed of said entity.

Notary Public My commission expires: - .=....:.~=~ .a,..,...a.----

Natasha A. Hyppolite

Banister & Solicitor

[EXECUTION PAGE OF MEMORANDUM OF LOCOMOTIVE SECURITY AGREEMENT]

USTRIAL FINANCING SOLUTIONS, LLC

ST A TE OF ILLCNOIS § § SS:

COUNTY OF COOK §

On this »f'i day of September, 2017 before me personally appeared Jennifer Homer, to me personally known, who being by me duly sworn, says that he/she is the Duly Authorized Signatory of GE lNDUSTRIAL FINANCCNG SOLUTIONS, LLC, and that the foregoing Memorandum was signed on behalf of said entity. Further, he/she acknowledged that the execution of the foregoing Memorandum was the free act and deed of said entity.

[EXECUTION PAGE OF MEMORANDUM OF LOCOMOTIVE SECURITY AGREEMENT]

OFFICIAL SEAL ANGELA D. MELENDEZ Notary Public· State of llllnois

My Commission Expires 8/31/2019

EXHIBIT A TO

MEMORANDUM OF LOCOMOTIVE SECURITY AGREEMENT

DESCRIPTION OF LOCOMOTIVES

Five (5) Certified ET44AC Tier 4 Technology Locomotives having road numbers 7001 through 7005.

910505.18188/97062254.2

September 29, 2017

CERTIFICATION

I, Claire E. Murphy, an attorney licensed to practice in the State of New York and the State of New Jersey, do hereby certify under penalty of perjury that I have compared the attached copy with the original thereof and have found the copy to be complete and identical in all respects to the original document.

Dated : ---- ----