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200108235 WHEREAS, the Company also desires to clarify and simplify the procedure for releasing properties from the lien of the Consolidated Mortgage as described below. WHEREAS, the Company has obtained the written consent to this Twenty-sixth Supplemental Indenture from the holders of at least 66 -2/3% in aggregate principal amount of the Bonds outstanding under the Consolidated Mortgage. WHEREAS, all acts, things and deeds necessary to make this Twenty -sixth Supplemental Indenture, when executed by the parties hereto, a valid and binding amendment to the Consolidated Mortgage, are being done, performed and completed, and the execution and delivery hereof have been in all respects duly authorized. Accordingly, by this Twenty -sixth Supplemental Indenture, the parties desire to evidence the removal of certain properties and related interests therein from the lien of the Consolidated Mortgage and to further amend the Consolidated Mortgage by altering certain administrative procedures as described below. Now, THEREFORE, in consideration of the premises and of the sum of Ten Dollars ($10.00) paid by The Burlington Northern and Santa Fe Railway Company to the Trustees, receipt of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows: ARTICLE ONE AMENDMENTS AND WAIVERS TO CONSOLIDATED MORTGAGE 1.1. Notwithstanding Granting Clause "Thirteenth" or any other provision of the Consolidated Mortgage, it is hereby understood and agreed that Accounts Receivable (as hereinafter defined) are not, and shall not be deemed to be, rents, issues, tolls, profits or other income atom the property mortgaged, conveyed or assigned or intended so to be under the Consolidated Mortgage. For purposes of this Section, the term "Accounts Receivable " shall mean all rights to the payment of money arising out of or otherwise relating to the Company's rail freight business, including without limitation (i) shipping charges and other charges pertaining to the transportation of goods and related services, including without limitation rights to payment for such transportation arising in connection with tariffs or other arrangements under the rules and regulations of the Surface Transportation Board of the United States Department of Transportation or any successor agency, (ii) rights to be reimbursed for equipment repairs done on behalf of other railroads and expenditures incurred in connection with facilities jointly owned or operated by the Company and other companies or upgrades to facilities, (iii) amounts owed in connection with the installation or upgrading of crossing protection devices or construction of grade separations for the benefit of other persons, such as government entities, (iv) finance and interest charges, (v) related claims against any person obligated with respect to any of the foregoing, (vi) any other amounts shown on the Company's Balance Sheet as accounts receivable in accordance with Generally Accepted Accounting Principles, and all proceeds thereof, (vii) all arrangements intended to secure or support payment of the foregoing, including liens, guarantees, insurance and rights to related merchandise, and (viii) all collections and other proceeds of the foregoing." -2-