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20050 5100
<br />THIS TWENTY- SEVENTH SUPPLEMENTAL INDENTURE, dated as of
<br />January 20, 2005, by and between
<br />BNSF RAILWAY COMPANY, a Delaware corporation hereinafter
<br />sometimes called "Company" (formerly known as The Burlington Northern and
<br />Santa Fe Railway Company, and prior to that Burlington Northern Railroad
<br />Company, and prior to that Burlington Northern Inc.), mortgagor in and under that
<br />certain Consolidated Mortgage of Burlington Northern Inc. dated March 2, 1970,
<br />as supplemented, ( "Consolidated Mortgage ") of which mortgage U.S. Bank Trust
<br />National Association and Laura Roberson are Trustees, party of the first part,
<br />mortgagor, now by itself
<br />IX no
<br />U.S. BANK TRUST NATIONAL ASSOCIATION, a National Banking
<br />Association, organized and existing under the laws of the United States of
<br />America, (successor to First Trust of New York, National Association and Morgan
<br />Guaranty Trust Company of New York), and Laura Roberson of St. Louis,
<br />Missouri (successor to Bartlett Ford, Jacob M. Ford, II and W. A. Johnson), as
<br />Trustees, hereinafter called, when referred to jointly, the "Trustees," and, when
<br />referred to separately, the "Corporate Trustee" and the "Individual Trustee,"
<br />respectively, Trustees in and under said Consolidated Mortgage, parties of the
<br />second part, Trustees,
<br />k%TA1t7�kvms -i 7.4
<br />Whereas, Burlington Northern Inc. as mortgagor, has heretofore made,
<br />executed and delivered to Morgan Guaranty Trust Company of New York and
<br />Jacob M. Ford, II, (and his successors in trust) as Trustees, its Consolidated
<br />Mortgage dated March 2, 1970, and supplemental indentures thereto dated,
<br />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,
<br />1975, as of June 15, 1978, as of March 1, 1979, as of August 1, 1980, as of May
<br />14, 1981, as of December 31, 1981, as of December 31, 1982, as of October 1,
<br />1986, as of May 15, 1987, as of November 1, 1987, as of January 29, 1986, six
<br />supplemental indentures as of December 10, 1990, as of November 20, 1987, as
<br />of September 2, 1994, as of December 31, 1996, and as of May 6, 1999, under
<br />which Consolidated Mortgage Bonds of several series are outstanding.
<br />Whereas, by Agreement of Merger and Plan of Reorganization dated
<br />April 2, 1981, made by and among Burlington Northern Inc., Burlington Northern
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