0000950157-10-000275 Sample Contracts

Contract
Second Supplemental Indenture • February 16th, 2010 • Burlington Northern Santa Fe, LLC • Railroads, line-haul operating • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of February 11, 2010 (this “Supplemental Indenture”), by and among Burlington Northern Santa Fe Corporation, a Delaware corporation (the “Issuer”), R Acquisition Company, LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust National Association, a national banking association, as trustee (the “Trustee”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BURLINGTON NORTHERN SANTA FE, LLC
Limited Liability Company Operating Agreement • February 16th, 2010 • Burlington Northern Santa Fe, LLC • Railroads, line-haul operating • Delaware

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Burlington Northern Santa Fe, LLC (formerly known as R Acquisition Company, LLC), a Delaware limited liability company (the “Company”), is adopted by National Indemnity Company (the “Sole Member”), the sole member of the Company, effective as of February 12, 2010, and it completely amends and restates that certain Limited Liability Company Operating Agreement of R Acquisition Company, LLC, dated November 2, 2009.

Contract
Fifth Supplemental Indenture • February 16th, 2010 • Burlington Northern Santa Fe, LLC • Railroads, line-haul operating • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of February 11, 2010 (this “Supplemental Indenture”), by and among Burlington Northern Santa Fe Corporation, a Delaware corporation (the “Issuer”), R Acquisition Company, LLC, a Delaware limited liability company (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association (as successor in interest to J.P. Morgan Trust Company, National Association, as successor in interest to Bank One Trust Company, N.A., as successor in interest to The First National Bank of Chicago), as trustee (the “Trustee”).

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