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'T~iS Siifi=i'I.INTAL ~,', dated as of May i4, 19121, By and Between
<br />BtIIBLIN'f3'I~DN NOR,T`Hii~ aZAII.R(IAYB COMPANY, ~ Delaware eorgoration (formerly named
<br />Surlirtgton Northern Inc.), corporate successor in interest and title by Merger to Chicago, Burlington &
<br />~ Quincy Raiimad Company, Successor Martgager in and under that certain Chicago> Burlington &
<br />~ Quincy Railroad Company First and Refunding Mortgage dated February 1. 1921, as supplemented
<br />~ ('First and Refunding Rortgage"), of which mortgage Citibank, N.A. and John J. Ford are Trustees,
<br />_~ party of the first part, Mortgagor,
<br />~ And
<br />f,'ifibaak, N.A., a National Banking Association, incorporated and existing under the laws of the
<br />United States of America, successor in interest and trust to the First National Bank of the City of New
<br />`d'ark, to First National Gity Bank (subsequently named Citibank, N.A.}, the ('orporate Trustee, and
<br />JOHN J. FORD, successor in trust to Frazier L. Ford, Ueorge E. Porter, Jacob M. Ford II and Bartlett
<br />°~°~Ford, the Individual Trustee, (the Corporate and Individual Trustees collectively called '`Trustees"),
<br />Successor Trustees in and corder said First and Refunding Iiiortgage, party of the second part, Trustees,
<br />WITNESSETH:
<br />Chicago, Burlington & Quincy Railroad Company, as mortgagor, has heretofore made, executed and
<br />delivered to The First National Bank of the City of New Fork, acrd Frazier L. Ford, as Trustees, its
<br />First and Refunding Mortgage dated February 1, 1921, and supplements thereto dated, respectively, as
<br />of August 1, 1944, August 1, 1946 (two supplements}, February 1, 1950, February 1, 1958, and March
<br />2, 1970 (two supplements} under which First and Refunding mortgage Bonds of several series have been
<br />issued and are now outstanding.
<br />By one of the March 2, 1970 Supplemental Indentures, Burlington Northern Inc., as successor in
<br />interest and title by merger to Chicago, Burlington Sa Quincy Railroad Company, assumed and agreed
<br />to pay, perform and observe alt of the mortgagors covenants and conditions contained in the First and
<br />Refunding Mortgage.
<br />By Agreement of Merger and Plan of Reorganizatian dated April '2, 1981 ("Agreement"), made by
<br />end ~~ R..rtingtnn Nnr+hgrn inc.; Burlington Northeru Transportation Company, and Burlington
<br />Northern Holding Company, on the effective date of the transactions described in the Agreement, viz:
<br />May 14, 1981, inter alia, the corporate name of Burlington :Northern Inc. is changed to Burlington
<br />Northern Railroad Cotnpany; a conformed true copy of the Agreement is attached hereto as appendix
<br />A, incorporated herein and made x part hereof, specific reference to which is hereby made.' All of the
<br />requisite action described in the Agreement has been taken, and the said change of corporate name so
<br />provided for is being accomplished contemporaneously with the execution of this Supplemental Inden-
<br />ture, and all acts, things and deeds necessary to authorize the unbroken continuity of the mortgagor's
<br />obligations under the First and Refunding Mortgage by Burlington Northern Railroad ('ompany, and
<br />to make this Supplemental Ir_denture, when executed by the parties hereto, a valid and binding amend-
<br />ment to the First and Refunding Mortgage, have been done, performed and completed. and the execution
<br />and delivery hereof have been hn all respects duly authorized. Accordingly, by this Supplemental Inden-
<br />ture, the parties desire to evidence the change of corporate name, and the continuance and specific as-
<br />sumption by Burlington Northern Railroad Company of the obligations of Burlington Northern Inc. under
<br />the First and Refunding 3ortgage as heretofore supplemented.
<br />N4W, THEREFf1RE, in consideration of the premises and of the sum of Ten Dollars 010.00} paid
<br />by the Trustee to Burlington Northern Railrnad Company, receipt ut' which is hereby acknowledged, to
<br />retwrd the change in corporate name, to further secure, and evidence the continuing undertaking and
<br />d#eli ~Yinn rtf Trrgrl*; ~r£nrengnre god observgnce of all of the C4Venarrt$ and ro21t1itiLrl4 L'Crntalned
<br />` .tG.....,.. psy.
<br />.n the First ;and Refunding mortgage, the parties hereto cltr hereby covenant and agree as follows:
<br />s omrnr F nwr~
<br />Assumption icy Isuriixgtort ;northern nailr<,ad ('.ompany
<br />Burlington Northern Railroad Gampatry is hereby acknowledged as the Successor mortfiagor under
<br />the First and Refunding Mortgage, and as such Successor 1ortgagor, Burlington Northern Railroad
<br />Company in all respects ratifies. confirms and continues uninterrupted the assumption of obligations
<br />under the First and Refunding ;Iiortgage made by Burlington Northern Inc. in the March 2, 1970 Sup-
<br />plements! Indenture. Further Burlington Northern Kailroad ('ompany hereby riwsumes the due and
<br />punctual payment of the princilwl of (and premium, if any) and interest on all the First and Refund-
<br />ing Mor'tgag'e Bonds, aceercling to their tenor, and the due .rod punctual perfarrnance and observance
<br />of all the covenants arxrl conditions of the First and ltefundin[; 3ortgage, as heretofore, and hereby
<br />supr~7nentn_d so that in aecordarue with the urovisions of Section 3 of Article Twelve of the First
<br />' Appepdiz A uttaclrrrl ro ori{~ingt in~ttuwent omitted.
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