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200108235
<br />THIS TWENTY -SIXTH SUPPLEMENTAL INDENTURE, dated as of May 6, 1999 by and
<br />between
<br />THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware
<br />corporation hereinafter sometimes called "Company" (formerly named Burlington Northern
<br />Railroad Company, which company was formerly named Burlington Northern Inc.), mortgagor
<br />in and under that certain Consolidated Mortgage of Burlington Northern Inc. dated March 2,
<br />1970, as supplemented ( "Consolidated Mortgage"), of which mortgage U.S. Bank Trust
<br />National Association (formerly First Trust of New York, National Association) and
<br />W. A. Johnson are Trustees, party of the first part, mortgagor,
<br />And
<br />U.S. BANK TRUST NATIONAL ASSOCIATION (formerly First Trust of New York, National
<br />Association), a national banking association, organized and existing under the laws of the United
<br />States of America (successor Corporate Trustee to Morgan Guaranty Trust Company of New
<br />York), and W. A. Johnson of St. Louis, Missouri (successor to Bartlett Ford and Jacob
<br />M. Ford, II), as Trustees, hereinafter called, when referred to jointly, the "Trustees, " and, when
<br />referred to separately, the "Corporate Trustee" and the "Individual Trustee, " respectively,
<br />Trustees in and under said Consolidated Mortgage, parties of the second part, Trustees,
<br />WITNESSETH:
<br />WHEREAS, the Company, as mortgagor, has heretofore made, executed and delivered to
<br />Morgan Guaranty Trust Company of New York and Jacob M. Ford II (and his successors in
<br />trust), as Trustees, its Consolidated Mortgage dated March 2, 1970, and supplemental indentures
<br />thereto dated, respectively, as of March 2, 1970, as of July 1, 1970, as of April 15, 1971, as of
<br />December 20, 1971, as of May 23, 1972, as of January 15, 1974, as of July 1, 1975, as of
<br />June 15, 1978, as of March 1, 1979, as of August 1, 1980, as of May 14, 1981, as of
<br />December 31, 1981, as of December 31, 1982, as of October 1, 1986, as of May 15, 1987, as of
<br />November 1, 1987, as of January 29, 1986, six supplemental indentures as of December 10,
<br />1990, as of November 20, 1987, as of September 2, 1994, and as of December 31, 1996, under
<br />which Consolidated Mortgage Bonds of several series are outstanding.
<br />WHEREAS, on March 30, 1998, the corporate name of First Trust of New York, National
<br />Association was changed to U.S. Bank Trust National Association and the Corporate Trustee
<br />desires to reflect such name change of record.
<br />WHEREAS, in order to facilitate the acquisition, use, sale, financing and refinancing of
<br />accounts receivable and locomotives, railcars and other rolling stock and accessories used on
<br />such equipment from time to time, the Company desires to remove such properties (together with
<br />rights and agreements affecting such properties) from the scope of the Consolidated Mortgage for
<br />all purposes.
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