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200oo280s
<br />WHEREAS, by virtue of and as a result of an agreement of merger which became effective
<br />March 2, 1970, Chicago, Burlington & Quincy Railroad Company, the Mortgagor named in said First and
<br />Refunding Mortgage, and Great Northern Railway Company, the Mortgagor named in said General Gold
<br />Bond Mortgage, were merged into and with Great Northern Pacific and Burlington Lines, Inc. the name
<br />of which company was changed to Burlington Northern Inc. on March 2, 1970, and
<br />WHEREAS, by Supplemental Indenture, dated March 2, 1970, to said First and Refunding
<br />Mortgage of the Chicago, Burlington & Quincy Railroad Company, and by Supplemental Indenture (No.
<br />11), dated March 2, 1970, to said General Gold Bond Mortgage of the Great Northern Railway Company,
<br />Burlington Northern Inc. assumed and agreed to be bound by all the covenants and conditions of said
<br />mortgage therein agreed to be kept and performed by Chicago, Burlington & Quincy Railroad Company
<br />and Great Northern Railway Company, respectively, and succeeded to and was substituted for Chicago,
<br />Burlington & Quincy Railroad Company and Great Northern Railway Company, respectively, in said
<br />mortgages; and
<br />WHEREAS, by Supplemental Indenture (No. 12), dated March 2, 1970, to said General Gold
<br />Bond Mortgage of Great Northern Railway Company, the lands, property and real estate of the former
<br />Chicago, Burlington & Quincy Railroad Company were subjected to the lien of said General Gold Bond
<br />Mortgage, subordinate to the prior lien of said First and Refunding Mortgage; and
<br />WHEREAS, by Supplemental Indenture, dated as of March 2, 1970, to said Consolidated
<br />Mortgage, the lands, property and real estate of the former Chicago, Burlington & Quincy Railroad
<br />Company were subjected to the lien of said Consolidated Mortgage, subordinate to the prior liens of said
<br />First and Refunding Mortgage and said General Gold Bond Mortgage; and
<br />WHEREAS, subsequent to the name change of Burlington Northern Inc. to Burlington Northern
<br />Railroad Company on May 14, 1981, by the three Supplemental Indentures, each dated May 14, 1981,
<br />Burlington Northern Railroad Company assumed and agreed to be bound by all of the covenants and
<br />conditions of said First and Refunding Mortgage, said General Gold Bond Mortgage, and said
<br />Consolidated Mortgage and supplements thereto; and
<br />WHEREAS, in accordance with permissive authorization to merge as set forth in the Interstate
<br />Commerce Commission decision effective as of September 22, 1995 and by Agreement and Plan of
<br />Merger dated December 31, 1996, on December 31, 1996, The Atchison, Topeka and Santa Fe Railway
<br />Company merged with and into Burlington Northern Railroad Company and the corporate name of said
<br />company was changed to The Burlington Northern and Santa Fe Railway Company; and
<br />WHEREAS, contemporaneous with the merger and name change of Burlington Northern
<br />Railroad Company to The Burlington Northern and Santa Fe Railway Company, by the three
<br />Supplemental Indentures, each dated as of December 31, 1996, The Burlington Northern and Santa Fe
<br />Railway Company ratified, confirmed and continued uninterrupted all currently enforceable obligations of
<br />said First and Refunding Mortgage, said General Gold Bond Mortgage, and said Consolidated Mortgage
<br />and supplements thereto; and
<br />WHEREAS, The Burlington Northern and Santa Fe Railway Company, duly and in accordance
<br />with the provisions of said three mortgages, has made application to the Trustees thereof for the release of
<br />said property from the lien thereof;
<br />NOW THEREFORE, THIS INDENTURE WITNESSETH that Citibank, N.A., as Trustee of said
<br />First and Refunding Mortgage and said General Gold Bond Mortgage, and First Trust of New York,
<br />National Association, now U.S. Bank Trust National Association, as Trustee of said Consolidated
<br />
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