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200108235 1.2. The definition of "Equipment" set forth in Section 1.01 of the Consolidated Mortgage is hereby amended and restated to read in its entirety as follows: "'Equipment' means all property classified as equipment under the Accounting Rules; provided, however, that the term "Equipment" shall not include locomotives, railcars or any other rolling stock or any accessories used on such equipment, including superstructures and racks, now owned or hereafter acquired by the Company (it being understood and agreed that locomotives, railcars and all other rolling stock and all accessories used thereon now owned or hereafter acquired by the Company and all right, title and interest (leasehold or otherwise) of the Company in and to any such locomotives, railcars or other rolling stock or accessories used thereon shall be excluded from the lien of this Indenture)." 1.3. The second full paragraph of Section 4.02 of the Consolidated Mortgage is hereby amended and restated to read in its entirety as follows: "The Company will deliver to the Corporate Trustee on or before the last day of June in each year after the year 1970 an Officers' Certificate setting forth in reasonable detail a description of each item of additional real and personal property having a cost (or fair value, if acquired otherwise than by purchase) in excess of $5,000,000 acquired within the previous calendar year and which is subjected by the Granting Clauses or other provisions of this Indenture to the lien hereof or intended so to be (the first Certificate to cover the period from the date of this Indenture to the end of the year 1970) and an Opinion of Counsel stating either (a) that no supplemental indenture is necessary to subject to the lien of this Indenture the items of property set forth in such Officers' Certificate or (b) that a supplemental indenture is necessary for that purpose and that the supplemental indenture delivered to the Trustees with such Officers' Certificate and Opinion of Counsel is sufficient for that purpose and has been or is being recorded and filed in all jurisdictions necessary to protect the lien hereof on the property covered thereby." 1.4. Section 5.06 of the Consolidated Mortgage is hereby amended and restated to read in its entirety as follows: "Section 5.06. In addition to any dispositions made pursuant to the provisions of Section 5.07 or any other provision of this Indenture, the Company may from time to time sell, exchange or otherwise dispose of, free from the lien of this. Indenture and without release by the Trustees, any property, other than cash and securities at any time subject to the lien hereof, not exceeding in any one calendar year a total of $10,000,000 in value. The Company shall not have any obligation to expend the net cash proceeds of any such sales or other dispositions to replace the property so sold or otherwise disposed of by other property. Any property acquired by the Company with the proceeds of any such sales or other dispositions shall be excluded from the lien of this Indenture. The Trustees from time to time, upon receipt of a Request so to do and an Officers' Certificate specifying the property sold, exchanged or otherwise disposed of and the -3-