Page ---- SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Other Definitional Provisions . . . . ....

EXHIBIT 4.1

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BURLINGTON NORTHERN SANTA FE CORPORATION

_____________________________________

$1,500,000,000
FIVE-YEAR REVOLVING CREDIT AGREEMENT

Dated as of November 21, 1995

_____________________________________

CHEMICAL SECURITIES INC.

and

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,

as Co-Arrangers,

CHEMICAL BANK,

as Administrative Agent,

and

▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,

as Documentation Agent

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2

TABLE OF CONTENTS

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SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2. THE REVOLVING CREDIT LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.1 The Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.2 Procedure for Revolving Credit Borrowing . . . . . . . . . . . . . . . . . . . . . . . 19
2.3 Repayment of Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3. THE MONEY MARKET LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.1 Money Market Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Money Market Quote Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Invitation for Money Market Quotes . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.4 Submission and Contents of Money Market Quotes . . . . . . . . . . . . . . . . . . . . 20
3.5 Notice to Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.6 Acceptance and Notice by Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.7 Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.8 Certain Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.9 Repayment of Money Market Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 4. CERTAIN PROVISIONS APPLICABLE TO
THE COMMITMENTS AND THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . 23
4.1 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.2 Minimum Borrowing Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3 Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4 Optional Prepayments; Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . 23
4.5 Conversion and Continuation Options . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.6 Minimum Amounts of Tranches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.7 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.8 Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.9 Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.10 Basis for Determining Interest Rate Inadequate or Unfair . . . . . . . . . . . . . . . 27
4.11 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.12 Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.14 Base Rate Loans Substituted for Affected Eurodollar Loans . . . . . . . . . . . . . . 33
4.15 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.16 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.17 Replacement of Affected Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

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5.3 Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.4 Corporate and Governmental Authorization; Non Contravention . . . . . . . . . . . . . . 36
5.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.8 Federal Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.9 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.10 Not an Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.11 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.12 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.13 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.1 Conditions to Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.2 Conditions to Each Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 7. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.1 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.2 Maintenance of Properties; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.3 Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . 44
7.4 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.5 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.6 Maintenance of Ownership of Railroads . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.1 Financial Condition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.2 Limitation on Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.4 Consolidations, Mergers and Sale of Assets . . . . . . . . . . . . . . . . . . . . . . 47
8.5 Limitation on Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . 47
8.6 Limitation on Subsidiary Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.2 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 10. THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.1 Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.2 Agents and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.3 Action by Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.4 Consultation with Experts; Delegation of Duties . . . . . . . . . . . . . . . . . . . 51
10.5 Liability of Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.6 Indemnification of Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.7 Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.8 Successor Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

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10.9 The Co-Arrangers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . 55
11.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
11.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
11.7 Indemnification by the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
11.8 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.11 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.12 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.13 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.14 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.15 Existing Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.16 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SCHEDULES:

Schedule I Bank Names, Addresses and Commitments
Schedule II Existing Credit Facilities to be Refinanced
Schedule III Existing Debt

EXHIBITS:

Exhibit A Form of Money Market Quote Request
Exhibit B Form of Invitation for Money Market Quotes
Exhibit C Form of Money Market Quote
Exhibit D Form of Notice of Money Market Borrowing
Exhibit E-1 Form of Opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
Exhibit E-2 Form of Opinion of General Counsel
Exhibit E-3 Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Exhibit F Form of Assignment and Acceptance
Exhibit G-1 Form of Revolving Credit Note
Exhibit G-2 Form of Money Market Note

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FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of November 21, 1995,
among:

(i) BURLINGTON NORTHERN SANTA FE CORPORATION, a Delaware
corporation (the "Borrower");

(ii) the several banks and other financial institutions from time
to time parties to this Agreement as Lenders (the "Lenders");

(iii) CHEMICAL SECURITIES INC. and ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as
Co-Arrangers (in such capacity, the "Co-Arrangers");

(iv) CHEMICAL BANK, as Administrative Agent (in such capacity, the
"Administrative Agent"); and

(v) ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Documentation
Agent (in such capacity, the "Documentation Agent").

W I T N E S S E T H :

WHEREAS, the Borrower wishes to refinance existing indebtedness of
certain of its Subsidiaries under existing credit facilities (as hereinafter
defined, the "Existing Credit Facilities"); and

WHEREAS, the Borrower has requested the Lenders to make available
the credit facilities described in this Agreement in order to replace and
refinance the Existing Credit Facilities and to provide for the ongoing working
capital and general corporate needs of the Borrower and its Subsidiaries;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

"Absolute Rate Auction": a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 3.

"Accounts Receivable Financing": any transaction or series of
transactions that may be entered into by the Borrower or any of its
Subsidiaries pursuant to which the Borrower or any of its Subsidiaries
may sell, convey or otherwise transfer, or may grant a security interest
in, Receivables Program Assets (it being understood that such
6

transaction or transactions may, or may not, be recorded as liabilities
on the consolidated balance sheet of the Borrower).

"Accounts Receivable Financing Amount": with respect to any
Accounts Receivable Financing and without duplication, the outstanding
principal amount of obligations referred to in clause (a) of the
definition of Receivables Program Obligations.

"Administrative Agent": as defined in the Preamble to this
Agreement.

"Administrative Questionnaire": with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative
Agent and submitted to the Administrative Agent (with a copy to the
Borrower) duly completed by such Lender.

"Affected Lender" means any Lender (i) that has demanded
compensation under subsection 4.12 or 4.13 or (ii) whose obligation to
make Eurodollar Loans has been suspended pursuant to subsection 4.11.

"Affiliate": each Controlling Person and each Person (other than
the Borrower or a Subsidiary) that is controlled by or is under common
control with a Controlling Person.

"Agents": the collective reference to the Administrative Agent and
the Documentation Agent.

"Agreement": this $1,500,000,000 Five-Year Revolving Credit
Agreement, as amended, supplemented or otherwise modified from time to
time.

"Applicable Lending Office": with respect to any Lender, (a) in the
case of its Base Rate Loans, its Domestic Lending Office, (b) in the case
of its Eurodollar Loans, its Eurodollar Lending Office and (c) in the
case of its Money Market Loans, its Money Market Lending Office.

"Applicable Margin": for any Revolving Credit Loan on any day, (a)
in the case of Base Rate Loans, 0% and (b) in the case of Eurodollar
Loans, the rate per annum set forth below opposite the applicable Rating
in effect on such day:

Rating Applicable Margin
------ -----------------

Rating I .13%
Rating II .17
Rating III .20
Rating IV .225

7
3

Rating V .3125
Rating VI .50

; provided, that if on any day more than one Rating would be
applicable, the Applicable Margin shall be determined on the basis of
the higher of such Ratings ( i.e., the Rating having the lower
numerical designation), unless such higher Rating is more than one
Rating category higher than the lower of such Ratings, in which event
the Applicable Margin will be determined on the basis of the median
Rating (or the higher of the intermediate Ratings if there is no
median Rating).

"Assignee": as defined in subsection 11.6(c).

"Assignment and Acceptance": each Assignment and Acceptance,
substantially in the form of Exhibit F, delivered pursuant to
subsection 11.6(c).

"Base Rate": for any day, a rate per annum equal to the
higher of (a) the Prime Rate for such day and (b) the sum of 1/2 of 1%
plus the Federal Funds Rate for such day.

"Base Rate Loan": a Revolving Credit Loan bearing interest
based upon the Base Rate in accordance with this Agreement.

"Benefitted Lender": defined in subsection 11.8.

"Borrower": as defined in the Preamble to this Agreement.

"Borrowing Date": any Domestic Business Day or Eurodollar
Business Day, as the case may be, specified in a notice pursuant to
subsection 2.2 or 3.2 as a date on which the Borrower requests the
Lenders to make Loans hereunder.

"Burlington Northern Railroad": Burlington Northern Railroad
Company, a Delaware corporation, and its successors.

"Change of Control": a Change of Control shall be deemed to
occur (a) if a "person" (including any syndicate or group deemed to be
a "person" under Sections 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934) becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of more than 30%
of the then outstanding voting stock of the Borrower; or (b) if the
majority of the Board of Directors of the Borrower shall not be
Continuing Directors of the Borrower. For purposes of this
definition, "Continuing Directors" means, as of any date and with
respect to any Person, (i) individuals who on the date one year prior
to such date were members of such Person's Board of Directors and (ii)
any new Directors whose nomination for election by such Person's
shareholders was approved by a vote of at least a majority of the
Directors then still in office who either were
8

Directors on the date one year prior to such date or whose nomination
for election was previously so approved.

"Closing Date": the date on which the conditions precedent
set forth in subsection 6.1 shall be satisfied.

"Co-Arrangers": as defined in the Preamble to this Agreement.

"Committed Credit Facility": any credit facility pursuant to
which the lenders parties thereto have committed, subject to the
conditions set forth therein, to make loans or extend other credit to
the Borrower and/or any Material Subsidiary.

"Commitment": as to any Lender, the obligation of such Lender
to make Revolving Credit Loans to the Borrower hereunder in an
aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender's name under the column
"Commitment" on Schedule I (or such portion thereof assigned to such
Lender pursuant to subsection 11.6), as such amount may be changed
from time to time in accordance with the provisions of this Agreement.

"Commitment Percentage": as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the
aggregate Commitments (or, at any time after all the Commitments shall
have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Loans then outstanding constitutes
of the aggregate principal amount of the Loans then outstanding).

"Commitment Period": the period from and including the
Closing Date to and including November 21, 2000.

"Consolidated Subsidiary": at any date, any Subsidiary or
other entity the accounts of which are consolidated with those of the
Borrower in its consolidated financial statements prepared in
accordance with GAAP as of such date.

"Consolidated Tangible Net Worth": at any date, the
consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries less their consolidated Intangible Assets, all as
included in a balance sheet prepared in accordance with GAAP as of
such date; provided, that such consolidated stockholders' equity shall
in any event not be reduced by an aggregate amount of up to
$150,000,000 of after-tax charges arising from accounting changes
related to Burlington Northern Inc.'s and Santa Fe Pacific
Corporation's accounting for overhaul of railroad locomotives; and
provided, further, that in any calculation of Consolidated Tangible
Net Worth during any period set forth below, consolidated
stockholders' equity of the Borrower and its Consolidated Subsidiaries
shall be increased by an amount, up to the amount set forth opposite
such period below, equal to the excess, if any, of (a) the cumulative
amount of after-tax merger- and severance-
9

related special charges deducted in determining such stockholder's
equity through the date of such calculation (relating to the merger
transactions by which Burlington Northern Inc. and Santa Fe Pacific
Corporation became Subsidiaries of the Borrower) over (b)
$100,000,000:

Period Amount
------ ------

Closing Date - 12/31/95 $250,000,000

1/1/96 - 3/31/96 $250,000,000

4/1/96 - 6/30/96 $200,000,000

7/1/96 - 9/30/96 $200,000,000

10/1/96 - 12/31/96 $100,000,000

For purposes of this definition, "Intangible Assets" means the amount
(to the extent reflected in such balance sheet) of (a) all write-ups
(other than write-ups resulting from foreign currency translations and
write-ups of assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to September
30, 1995 in the book value of any asset owned by the Borrower or a
Consolidated Subsidiary, (b) all investments in unconsolidated
Subsidiaries, (c) all equity investments in Persons (other than
Pipeline Partners and TTX Company) that are not Subsidiaries to the
extent that the aggregate amount of all such investments exceeds
$50,000,000, and (d) all unamortized debt issuance costs, goodwill,
patents, trademarks, service marks, trade names, copyrights,
organization or developmental expenses and other intangible assets
(other than unamortized debt discount).

"Consolidated Total Capital": at any date, the sum of (i)
Consolidated Total Debt at such date and (ii) Consolidated Tangible
Net Worth at such date.

"Consolidated Total Debt": the aggregate amount of all Debt
of the Borrower and its Consolidated Subsidiaries, plus all related
unamortized debt discount, plus any Accounts Receivable Financing
Amount, determined on a consolidated basis in accordance with GAAP;
provided that there shall not be counted for purposes of determining
Consolidated Total Debt (i) any Debt of Pipeline Partners for which a
Subsidiary is liable solely by virtue of being a general partner of
such debtor and (ii) the Accounts Receivable Financing Amount of up to
$350,000,000 in respect of Receivables Program Obligations that do not
constitute Debt.

"Controlling Person": any Person that is in control of the
Borrower (such control being the power to direct or cause a direction
of the management and policies of the Borrower, whether through the
ownership of voting stock, by contract or otherwise), but the mere
holding of a position as an officer or a director of the
10

Borrower shall not, in the absence of other factors, cause a Person to
be a Controlling Person.

"Debt": of any Person at any date, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or other similar
instruments, (c) all accrued obligations of such Person to pay the
deferred purchase price of property or services, except (i) any
obligation with respect to an asset the purchase price of which does
not exceed $50,000, (ii) any obligation arising in the ordinary course
of business and payable in full in less than one year and (iii)
accounts payable or accrued expenses arising in the ordinary course of
business and payable in full in less than one year, (d) all lease
obligations of such Person as lessee which would be capitalized in
accordance with GAAP, (e) all Debt of others secured by a Lien on any
asset of such Person, whether or not such Debt is otherwise an
obligation of such Person (but only to the extent of the fair market
value of the asset subject to such Lien), (f) all obligations of such
Person in respect of acceptances issued or created for the account of
such Person and all obligations of such Person which have become due
and payable to reimburse the issuing bank or other Person in respect
of a letter of credit or similar instrument issued for such Person's
account, (g) any obligations of the Borrower or any Subsidiary under
Receivables Documents to repurchase or otherwise insure the
collectability of Receivables Program Assets other than (i) any such
obligations for breach of warranty claims and (ii) any such
obligations under expense reimbursement provisions, indemnity
provisions and interest and yield protection provisions and (h) all
obligations of others of the character described in the foregoing
clauses (a) through (g) Guaranteed by such Person (but only to the
extent of the maximum liability of such Person under such Guarantee).

"Default": any of the events specified in Section 9, whether
or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"Disposition": the sale, assignment, lease, exchange,
transfer or other disposition of any asset, other than equipment or
materials which are unfit or undesirable for use by the Borrower and
its Subsidiaries and disposed of in the ordinary course of business;
and "Dispose" shall be the verb form of such term.

"Documentation Agent": as defined in the Preamble to this
Agreement.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Domestic Business Day": any day except a Saturday, Sunday or
other day on which commercial banks in New York City or Chicago are
authorized by law to close.
11

"Domestic Lending Office": as to each Lender, its office
located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Domestic
Lending Office) or such other office as such Lender may hereafter
designate as its Domestic Lending Office by notice to the Borrower and
the Administrative Agent.

"Environmental Laws": any and all applicable federal, state,
local and foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, injunctions, permits,
concessions, grants, franchises, licenses, governmental agreements and
other restrictions relating to the environment, the effect of the
environment on human health or to emissions, discharges or releases of
pollutants, contaminants, or Hazardous Substances or wastes into the
environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport
or handling of pollutants, contaminants, or Hazardous Substances or
wastes or the clean-up or other remediation thereof.

"ERISA": the Employee Retirement Income Security Act of 1974,
as amended, or any successor statute.

"ERISA Group": the Borrower, any Subsidiary and all members
of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together
with the Borrower or any Subsidiary, are treated as a single employer
under Section 414 of the Internal Revenue Code.

"Eurodollar Business Day": any Domestic Business Day on which
commercial banks are open for international business (including
dealings in Dollar deposits) in London.

"Eurodollar Lending Office": as to each Lender, its office,
branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Eurodollar Lending Office) or such other office,
branch or affiliate of such Lender as it may hereafter designate as
its Eurodollar Lending Office by notice to the Borrower and the
Administrative Agent.

"Eurodollar Loans": Revolving Credit Loans bearing interest
based upon the Eurodollar Rate in accordance with this Agreement.

"Eurodollar Rate": for any Interest Period in respect of
Eurodollar Loans or Money Market LIBOR Loans, the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the respective
rates per annum at which deposits in Dollars are offered by each of
the Reference Lenders to prime banks in the London interbank market at
approximately 11:00 A.M., London time, two Eurodollar Business Days
12

before the first day of such Interest Period, for a period of time
comparable to such Interest Period.

"Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Existing Credit Facilities": the credit facilities described
on Schedule II, in each case as amended, supplemented or otherwise
modified prior to the Closing Date.

"Facility Fee Calculation Amount": as to any Lender on any
date, the sum of (a) the outstanding principal amount of such Lender's
Revolving Credit Loans on such date and (b) the undrawn amount of such
Lender's Commitment. In calculating the "undrawn" amount of any
Lender's Commitment for purposes of clause (b) of this definition, any
reduction in the actual availability of such Lender's Commitment
caused by outstanding Money Market Loans shall be disregarded.

"Facility Fee Rate": on any day, the rate per annum set forth
below opposite the applicable Rating in effect on such day:

Rating Facility Fee Rate
------ -----------------

Rating I .07%
Rating II .08
Rating III .10
Rating IV .125
Rating V .1875
Rating VI .25

; provided, that if on any day more than one Rating would be
applicable, the Facility Fee Rate shall be determined on the basis of
the higher of such Ratings (i.e., the Rating having the lower
numerical designation), unless such higher Rating is more than one
Rating category higher than the lower of such Ratings, in which event
the Facility Fee Rate will be determined on the basis of the median
Rating (or the higher of the intermediate Ratings if there is no
median Rating).

"Federal Funds Rate": for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to
the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Domestic Business Day next succeeding such
day, provided that (a) if such day is not a Domestic Business Day, the
Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so
published on the next succeeding Domestic Business Day, and (b) if no
such rate is so published on such next succeeding Domestic Business
Day, the Federal
13

Funds Rate for such day shall be the average rate quoted to Chemical
Bank on such day on such transactions as determined by the
Administrative Agent.

"GAAP": generally accepted accounting principles as defined
and determined in accordance with subsection 1.2(b).

"Guarantee": by any Person, any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt
or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or
other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for the purpose
of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in
the ordinary course of business. The term "Guarantee" used as a verb
has a corresponding meaning.

"Hazardous Substances": any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any
constituent elements displaying any of the foregoing characteristics.

"Interest Payment Date": (a) as to any Base Rate Loan, the
last day of each March, June, September and December, (b) as to any
Eurodollar Loan having an Interest Period of three months or less, the
last day of such Interest Period, (c) as to any Eurodollar Loan having
an Interest Period longer than three months, each day which is three
months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period, (d) as to
any Money Market Loan having an Interest Period of three months or 90
days, as the case may be, or less, the last day of such Interest
Period and (e) as to any Money Market Loan having an Interest Period
longer than three months or 90 days, as the case may be, each day
which is three months, or a whole multiple thereof, after the first
day of such Interest Period and the last day of such Interest Period.

"Interest Period": (a) with respect to any Eurodollar Loan:

(i) in respect of any Revolving Credit Loan
borrowed as or converted into a Eurodollar Loan, the period
commencing on the borrowing or conversion date, as the case
may be, with respect to such Eurodollar Loan and ending one,
two, three or six months thereafter (or such shorter period
requested by the Borrower and approved by the Administrative
Agent and the Required Lenders), as selected (or requested) by
the Borrower in its Notice of
14

Revolving Credit Borrowing or Notice of Eurodollar Conversion,
as the case may be, given with respect thereto; and

(ii) in respect of any Eurodollar Loan continued
as a Eurodollar Loan for a subsequent Interest Period, each
period commencing on the last day of the next preceding
Interest Period applicable to such Eurodollar Loan and ending
one, two, three or six months thereafter (or such shorter
period requested by the Borrower and approved by the
Administrative Agent and the Required Lenders), as selected
(or requested) by the Borrower in its Notice of Eurodollar
Continuation given with respect thereto;

provided, that all of the foregoing provisions relating to Interest
Periods in respect of Eurodollar Loans are subject to the following:

(A) if any Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day that is not a
Eurodollar Business Day, such Interest Period shall be
extended to the next succeeding Eurodollar Business Day unless
the result of such extension would be to carry such Interest
Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding
Eurodollar Business Day;

(B) any Interest Period in respect of any Eurodollar
Loan that would otherwise extend beyond the Termination Date
shall end on the Termination Date; and

(C) any Interest Period pertaining to a Eurodollar
Loan that begins on the last Eurodollar Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (B) above, end on
the last Eurodollar Business Day of a calendar month;

(b) with respect to each Money Market LIBOR Loan, the period
commencing on the date of such Loan specified in the applicable Notice
of Money Market Borrowing and ending such whole number of months
thereafter as the Borrower may elect in accordance with Section 3;
provided, that all of the foregoing provisions relating to Interest
Periods in respect of Money Market LIBOR Loans are subject to the
following:

(i) any Interest Period pertaining to a Money
Market LIBOR Loan that would otherwise end on a day that is
not a Eurodollar Business Day shall be extended to the next
succeeding Eurodollar Business Day unless such Eurodollar
Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding
Eurodollar Business Day;
15

(ii) any Interest Period pertaining to a Money
Market LIBOR Loan that begins on the last Eurodollar Business
Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end
of such Interest Period) shall, subject to clause (iii) below,
end on the last Eurodollar Business Day of a calendar month;
and

(iii) any Interest Period in respect of any such
Money Market Loan that would otherwise end after the
Termination Date shall end on the Termination Date; and

(c) with respect to each Money Market Absolute Rate Loan, the
period commencing on the date of such Loan specified in the applicable
Notice of Money Market Borrowing and ending such number of days
thereafter (but not less than 1 nor more than 365 days) as the
Borrower may elect in accordance with Section 3; provided, that all of
the foregoing provisions relating to Interest Periods in respect of
Money Market Absolute Rate Loans are subject to the following:

(i) any Interest Period pertaining to a Money
Market Absolute Rate Loan that would otherwise end on a day
that is not a Eurodollar Business Day shall be extended to the
next succeeding Eurodollar Business Day; and

(ii) any Interest Period in respect of any such
Money Market Loan that would otherwise end after the
Termination Date shall end on the Termination Date.

"Interest Rate Agreement": an interest rate protection
agreement, interest rate future, interest rate option, interest rate
cap or other interest rate hedge arrangement, providing to the
Borrower protection against increases in interest rates.

"Internal Revenue Code": the Internal Revenue Code of 1986,
as amended, or any successor statute.

"Invitation for Money Market Quotes": each request by the
Borrower, delivered by the Administrative Agent, for Lenders to submit
bids to make Money Market Loans, which shall contain the information
in respect of such requested Money Market Loans specified in Exhibit B
and shall be delivered to the Lenders in writing, by telecopy, or by
telephone, immediately confirmed by telecopy.

"Lenders": as defined in the Preamble to this Agreement; such
term shall include Lenders that are parties to this Agreement on the
date hereof and Lenders that become parties to this Agreement pursuant
to subsection 11.6(c).

"LIBOR Auction": a solicitation of Money Market Quotes
setting forth Money Market Margins based on the Eurodollar Rate
pursuant to Section 3.
16

"Lien": any mortgage, pledge, hypothecation, assignment (to
the extent such assignment is intended to secure an obligation of any
Person), encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security
agreement or, if they have the same economic effect as any of the
foregoing, any preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or
other title retention agreement and any capitalized lease).

"Loan": any loan made by any Lender pursuant to this
Agreement.

"Material Plan": at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $20,000,000.

"Material Subsidiary": Burlington Northern Inc., Burlington
Northern Railroad, Santa Fe Pacific Corporation, Santa Fe Railroad, BN
Leasing Corporation and any other Subsidiary of the Borrower the
consolidated assets of which, as would be shown in a consolidated
balance sheet as at the last day of its most recently ended fiscal
year determined in accordance with GAAP, are in excess of 5% of
Consolidated Tangible Net Worth as of the last day of the most
recently ended fiscal year, provided that notwithstanding the
foregoing, neither SFP Pipeline Holdings, Inc. or any of its
Subsidiaries nor Santa Fe Receivables Corporation shall be deemed to
be a Material Subsidiary. Unless otherwise specified, references in
this Agreement to "Material Subsidiary" shall be references to a
Material Subsidiary of the Borrower.

"Money Market Absolute Rate": as defined in subsection
3.4(b)(iv).

"Money Market Absolute Rate Loan": a Loan to be made by a
Lender pursuant to an Absolute Rate Auction.

"Money Market Lending Office": as to each Lender, its
Domestic Lending Office or such other office, branch or affiliate of
such Lender as it may hereafter designate as its Money Market Lending
Office by notice to the Borrower and the Administrative Agent;
provided that any Lender may from time to time by notice to the
Borrower and the Administrative Agent designate separate Money Market
Lending Offices for its Money Market LIBOR Loans, on the one hand, and
its Money Market Absolute Rate Loans, on the other hand, in which case
all references herein to the Money Market Lending Office of such
Lender shall be deemed to refer to either or both of such offices, as
the context may require.

"Money Market LIBOR Loan": a Loan to be made by a Lender
pursuant to a LIBOR Auction (including such a loan bearing interest at
the Base Rate pursuant to clause (ii) of the last sentence of
subsection 4.10).

"Money Market Loan": a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.
17

▇▇

"▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇": as defined in subsection 3.4(b)(iii).

"Money Market Note": as defined in subsection 4.9(d).

"Money Market Quote": each offer by a Lender to make Money
Market Loans pursuant to an Invitation for Money Market Quotes, which
Money Market Quote shall contain the information specified in Exhibit
C and shall be delivered to the Administrative Agent by telecopy.

"Money Market Quote Request": each request by the Borrower
for Lenders to submit bids to make Money Market Loans, which shall
contain the information in respect of such requested Money Market
Loans specified in Exhibit A and shall be delivered to the
Administrative Agent by telecopy.

"Moody's": ▇▇▇▇▇'▇ Investors Service, Inc.

"▇▇▇▇▇'▇ Rating": for any day, the rating of the Borrower's
senior unsecured, non-credit-enhanced debt by Moody's in effect at
9:00 A.M., New York City time, on such day; provided, that if such
debt of the Borrower shall not be rated by such rating agency, such
Rating shall be such rating agency's counterparty or similar rating
specifically assigned by such rating agency to the Borrower. If
Moody's shall have changed its system of classifications after the
date hereof, the ▇▇▇▇▇'▇ Rating shall be considered to be at or above
a specified level if it is at or above the new rating which most
closely corresponds to the specified level under the old rating
system.

"Multiemployer Plan": at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which (a)
any member of the ERISA Group is then making or accruing an obligation
to make contributions or (b) any Person, who was at the time of such
contribution a member of the ERISA Group, has within the preceding
five plan years made contributions.

"Notes": the collective reference to the Revolving Credit
Notes and the Money Market Notes.

"Notice of Base Rate Conversion": as defined in subsection
4.5(a); each such notice shall be delivered in writing or by telecopy
and shall specify the principal amount of the Eurodollar Loans being
converted to Base Rate Loans pursuant thereto.

"Notice of Eurodollar Continuation": as defined in subsection
4.5(b); each such notice shall be delivered in writing or by telecopy
and shall specify the length or lengths of the Interest Periods to be
applicable to the Eurodollar Loans being continued pursuant thereto.
18

"Notice of Eurodollar Conversion": as defined in subsection
4.5(a); each such notice shall be delivered in writing or by telecopy
and shall specify the principal amount of Base Rate Loans being
converted to Eurodollar Loans pursuant thereto and the length or
lengths of the initial Interest Period(s) applicable thereto.

"Notice of Money Market Borrowing": each confirmation by the
Borrower of its acceptance of Money Market Quotes, which Notice of
Money Market Borrowing shall be substantially in the form of Exhibit D
and shall be delivered to the Administrative Agent by telecopy.

"Notice of Revolving Credit Borrowing": an irrevocable notice
from the Borrower, delivered pursuant to subsection 2.2, requesting
the Lenders to make Revolving Credit Loans; each such notice shall be
delivered in writing or by telecopy and shall specify (i) the amount
of such Loans, (ii) whether such Loans are to be initially Eurodollar
Loans, Base Rate Loans or a combination thereof, and (iii) if such
Loans are to be entirely or partly Eurodollar Loans, the respective
amounts of each such Type of Loan and the length of the initial
Interest Period for such Eurodollar Loans.

"Participant": as defined in subsection 11.6(b).

"PBGC": the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.

"Pipeline Partners": Santa Fe Pacific Pipeline Partners,
L.P., a Delaware limited partnership.

"Plan": at any time an employee pension benefit plan (other
than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the
Internal Revenue Code and either (i) is maintained, or contributed to,
by any member of the ERISA Group for employees of any member of the
ERISA Group or (ii) has at any time within the preceding five years
been maintained, or contributed to, by any Person which was at the
time of such maintenance or contribution a member of the ERISA Group
for employees of any Person which was at such time a member of the
ERISA Group.

"Prime Rate": the rate of interest publicly announced from
time to time by Chemical Bank as its prime rate at its principal
office in New York City.

"Rating": as applicable, Rating I, Rating II, Rating III,
Rating IV, Rating V or Rating VI.

15
"Rating I": applies on any day on which the S&P Rating is at
or above A and the ▇▇▇▇▇'▇ Rating is at or above A2.

"Rating II": applies on any day on which (i) the S&P Rating
is A- or above or the ▇▇▇▇▇'▇ Rating is A3 or above and (ii) Rating I
does not apply.

"Rating III": applies on any day on which the S&P Rating is
BBB+ or the ▇▇▇▇▇'▇ Rating is Baa1.

"Rating IV": applies on any day on which the S&P Rating is
BBB or the ▇▇▇▇▇'▇ Rating is Baa2.

"Rating V": applies on any day on which the S&P Rating is
BBB- or the ▇▇▇▇▇'▇ Rating is Baa3.

"Rating VI": applies on any day on which none of Rating I,
Rating II, Rating III, Rating IV or Rating V applies (including,
without limitation, any day on which there is no ▇▇▇▇▇'▇ Rating and
no S&P Rating).

"Receivables Documents": a receivables purchase agreement
entered into by the Borrower, a Selling Subsidiary and/or a
Receivables Subsidiary and each other instrument, agreement and other
document entered into by the Borrower or any Selling Subsidiary or
Receivables Subsidiary relating to the transactions contemplated by
such receivables purchase agreement, including but not limited to the
transfer of the Receivables Program Assets by the Borrower and the
Selling Subsidiaries pursuant to such receivables purchase agreement.

"Receivables Program Assets": (a) all rights of the Borrower
or any Selling Subsidiary to payments (whether constituting accounts,
chattel paper, instruments, general intangibles or otherwise, and
including the right to payment of any interest or finance charges)
which are transferred by the Borrower, a Selling Subsidiary or a
Receivables Subsidiary pursuant to the Receivables Documents, (b) all
rights, title and interest of the Borrower, a Selling Subsidiary or a
Receivables Subsidiary in goods relating to a sale that gave rise to
such rights to payment, (c) security interests or liens (and the
property subject thereto) purporting to secure such rights to payment,
(d) all guaranties and other agreements or arrangements of whatever
character from time to time supporting such rights to payment, (e)
lock-boxes and bank accounts of the Borrower, any Selling Subsidiary
or a Receivables Subsidiary in which proceeds of any of the foregoing
are held, and all investments from such accounts and other claims and
rights in connection therewith, (f) rights and interests of a
Receivables Subsidiary under Receivables Documents, and (g) all
collections (including recoveries) and other proceeds of the assets
described in the foregoing clauses.

"Receivables Program Obligations": (a) notes, trust
certificates, undivided interests, partnership interests or other
interests representing the right to be paid a
20

specified principal amount from the Receivables Program Assets, and
(b) related obligations of the Borrower, a Subsidiary or a Special
Purpose Vehicle (including, without limitation, rights in respect of
interest or yield, breach of warranty claims and expense reimbursement
and indemnity provisions).

"Receivables Subsidiary": a special purpose Wholly-Owned
Subsidiary created in connection with the transactions contemplated by
an Accounts Receivable Financing, which Subsidiary engages in no
activities other than those incidental to such Accounts Receivable
Financing.

"Reference Lenders": Chemical Bank, ▇▇▇▇▇▇ Guaranty Trust
Company of New York and Union Bank of Switzerland.

"Register": as defined in subsection 11.6(f).

"Regulation G": Regulation G of the Board of Governors of the
Federal Reserve System as in effect from time to time.

"Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System as in effect from time to time.

"Required Lenders": at any time Lenders the Commitment
Percentages of which aggregate at least 51%.

"Revolving Credit Loans": as defined in subsection 2.1.

"Revolving Credit Note": as defined in subsection 4.9(d).

"S&P": Standard & Poor's Ratings Group.

"S&P Rating": for any day, the rating of the Borrower's
senior unsecured, non credit-enhanced debt by S&P in effect at 9:00
A.M., New York City time, on such day; provided, that if such debt of
the Borrower shall not be rated by such rating agency, such Rating
shall be such rating agency's counterparty or similar rating
specifically assigned by such rating agency to the Borrower. If S&P
shall have changed its system of classifications after the date
hereof, the S&P Rating shall be considered to be at or above a
specified level if it is at or above the new rating which most closely
corresponds to the specified level under the old rating system.

"Santa Fe Railroad": The ▇▇▇▇▇▇▇▇, Topeka and Santa Fe
Railway Company, a Delaware corporation, and its successors.

"Selling Subsidiary": any Subsidiary other than a Receivables
Subsidiary which is a party to a Receivables Document.
21

"Special Purpose Vehicle": a trust, partnership or other
special purpose Person established by the Borrower and/or its
Subsidiaries to implement an Accounts Receivable Financing.

"Specified Obligations": with respect to any Person, the
collective reference to (a) the Debt of such Person and (b) the
obligations of such Person to make payments to counterparties under
Interest Rate Agreements in the event of the occurrence of a
termination event thereunder.

"Subsidiary": any corporation or other entity of which
securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly
owned by the Borrower (or, if such term is used with reference to any
other Person, by such other Person). Unless otherwise specified,
references in this Agreement to "Subsidiary" shall be references to a
Subsidiary of the Borrower.

"Termination Date": the last day of the Commitment Period (or
such earlier date on which the Commitments shall terminate pursuant to
the terms of this Agreement).

"Tranche": the collective reference to Eurodollar Loans the
then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Type": (a) as to any Revolving Credit Loan, its nature as a
Base Rate Loan or a Eurodollar Loan and (b) as to any Money Market
Loan, its nature as a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

"Unfunded Liabilities": with respect to any Plan at any time,
the amount (if any) by which (a) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the
assumptions prescribed by the PBGC for purposes of Section 4044 of
ERISA, exceeds (b) the fair market value of all Plan assets allocable
to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions), all determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

"United States": the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

"Wholly-Owned Subsidiary": any Subsidiary all of the shares
of capital stock or other ownership interests of which (except
directors' qualifying shares) are at the time directly or indirectly
owned by the Borrower (or, if such term is used with reference to any
other Person, by such other Person).
22

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Note, certificate or other document made or delivered
pursuant hereto.

(b) Unless otherwise specified herein, all accounting terms
used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall
be prepared in accordance with generally accepted accounting principles as in
effect from time to time in the United States, applied on a basis consistent
(except for changes concurred with by the Borrower's independent public
accountants) with the most recent audited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the Lenders;
provided, that if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any covenant in Section 8 to eliminate the effect of
any change in generally accepted accounting principles on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Section 8 for such purpose), then the Borrower's
compliance with such covenant shall be determined on the basis of generally
accepted accounting principles in effect immediately before the relevant change
in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower and the Required Lenders.

(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. THE REVOLVING CREDIT LOANS

2.1 The Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
("Revolving Credit Loans") to the Borrower from time to time during the
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the amount of such Lender's Commitment; provided, that no
Revolving Credit Loan may be made if, after giving effect to such Loan and to
any simultaneous repayment of outstanding Loans, the aggregate outstanding
principal amount of Revolving Credit Loans and Money Market Loans would exceed
the aggregate amount of the Commitments. During the Commitment Period the
Borrower may use the Commitments by borrowing Revolving Credit Loans, prepaying
Revolving Credit Loans in whole or in part, and reborrowing Revolving Credit
Loans, all in accordance with the terms and conditions hereof.
23

(b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Borrower and notified to the Administrative Agent in
accordance with subsections 2.2 and 4.5.

2.2 Procedure for Revolving Credit Borrowing. The Borrower
shall request Revolving Credit Loans by delivering a Notice of Revolving Credit
Borrowing to the Administrative Agent prior to 10:00 A.M., New York City time,
(a) three Eurodollar Business Days prior to the requested Borrowing Date, if
all or any part of the requested Revolving Credit Loans are to be initially
Eurodollar Loans or (b) on such Borrowing Date, otherwise, requesting the
Lenders to make Revolving Credit Loans on such Borrowing Date. Upon receipt of
such Notice of Revolving Credit Borrowing the Administrative Agent shall
promptly notify each Lender thereof, and not later than 12:00 noon, New York
City time, on such Borrowing Date each Lender shall make available to the
Administrative Agent at its office specified in subsection 11.2 the amount of
the Revolving Credit Loan to be made by such Lender on such Borrowing Date, in
immediately available funds. The Administrative Agent shall on such Borrowing
Date make available to the Borrower the aggregate of the amounts made available
to the Administrative Agent by the Lenders, in like funds as received by the
Administrative Agent.

2.3 Repayment of Revolving Credit Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of
each Lender, on the Termination Date, the aggregate principal amount of the
Revolving Credit Loans of such Lender outstanding on such date.

SECTION 3. THE MONEY MARKET LOANS

3.1 Money Market Option. The Borrower may, as set forth in
this Section, at any time request the Administrative Agent to solicit offers
from all the Lenders to make Money Market Loans to the Borrower. The Lenders
may, but shall have no obligation to, make such offers, and the Borrower may,
but shall have no obligation to, accept any such offers in the manner set forth
in this Section. No Money Market Loan may be made if, after giving effect to
such Loan and to any simultaneous repayment of outstanding Loans, the aggregate
outstanding principal amount of Revolving Credit Loans and Money Market Loans
would exceed the aggregate amount of the Commitments.

3.2 Money Market Quote Request. When the Borrower wishes to
request offers to make Money Market Loans under this Section, it shall transmit
to the Administrative Agent by facsimile transmission a Money Market Quote
Request so as to be received no later than Noon, New York City time, (a) four
Eurodollar Business Days prior to the Borrowing Date proposed therein, in the
case of a LIBOR Auction or (b) one Business Day prior to the Borrowing Date
proposed therein, in the case of an Absolute Rate Auction (or (x) in either
case, such other time or date as the Borrower and the Administrative Agent
shall have mutually agreed and shall have notified to the Lenders not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for
24

which such change is to be effective and (y) in the case of an Absolute Rate
Auction for a proposed Borrowing Date occurring on the Closing Date, not later
than 9:00 A.M., New York City time, on the Closing Date), specifying:

(i) the proposed Borrowing Date, which shall be a
Eurodollar Business Day in the case of a LIBOR Auction or a Domestic
Business Day in the case of an Absolute Rate Auction,

(ii) the aggregate amount of such Loans, which shall be
$5,000,000 or a larger whole multiple of $1,000,000,

(iii) the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of Interest
Period, and

(iv) whether the Money Market Quotes requested are to set
forth a Money Market Margin or a Money Market Absolute Rate.

3.3 Invitation for Money Market Quotes. The Administrative
Agent, promptly upon receipt of any Money Market Quote Request, shall send to
the Lenders by facsimile transmission an Invitation for Money Market Quotes,
which shall constitute an invitation by the Borrower to each Lender to submit
Money Market Quotes offering to make the Money Market Loans to which such Money
Market Quote Request relates in accordance with this Section.

3.4 Submission and Contents of Money Market Quotes. (a)
Each Lender may submit, as it may elect in its sole discretion, a Money Market
Quote containing an offer or offers to make Money Market Loans in response to
any Invitation for Money Market Quotes. Each Money Market Quote must comply
with the requirements of this subsection 3.4 and must be submitted to the
Administrative Agent by facsimile transmission at its offices specified in or
pursuant to subsection 11.2 not later than (i) 10:00 A.M., New York City time,
three Eurodollar Business Days prior to the proposed Borrowing Date, in the
case of a LIBOR Auction, or (ii) 10:00 A.M., New York City time, on the
proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either
case, such other time or date as the Borrower and the Administrative Agent
shall have mutually agreed and shall have notified to the Lenders not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Administrative Agent (or any affiliate of
the Administrative Agent) in the capacity of a Lender may be submitted, and may
only be submitted, if the Administrative Agent or such affiliate notifies the
Borrower of the terms of the offer or offers contained therein not later than
15 minutes prior to the deadline for the other Lenders. Subject to Sections 6
and 9, any Money Market Quote so made shall be irrevocable except with the
written consent of the Administrative Agent given on the instructions of the
Borrower.

(b) Each Money Market Quote shall in any case specify:
25

(i) the proposed Borrowing Date,

(ii) the principal amount of the Money Market Loan for which
each such offer is being made, which principal amount (A) may be
greater than or less than the Commitment of the quoting Lender, (B)
must be $5,000,000 or a larger whole multiple of $1,000,000, and (C)
may be subject to an aggregate limitation as to the principal amount
of Money Market Loans for which offers being made by such quoting
Lender may be accepted,

(iii) in the case of a LIBOR Auction, the margin above or
below the applicable Eurodollar Rate (the "Money Market Margin")
offered for each such Money Market Loan, expressed as a percentage
(specified to the nearest 1/16 of 1%) to be added to or subtracted
from the Eurodollar Rate,

(iv) in the case of an Absolute Rate Auction, the rate of
interest per annum (specified to the nearest 1/100 of 1%) (the "Money
Market Absolute Rate") offered for each such Money Market Loan, and

(v) the identity of the quoting Lender.

A Money Market Quote may set forth up to three separate offers by the quoting
Lender with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

(i) is not substantially in conformity with Exhibit C or does
not specify all of the information required by subsection 3.4(b);

(ii) contains qualifying, conditional or similar language;

(iii) proposes terms other than or in addition to those set
forth in the applicable Invitation for Money Market Quotes; or

(iv) arrives after the time set forth in subsection 3.4(a).

3.5 Notice to Borrower. The Administrative Agent shall
promptly notify the Borrower of the terms (a) of any Money Market Quote
submitted by a Lender that is in accordance with subsection 3.4 and (b) of any
Money Market Quote that amends, modifies or is otherwise inconsistent with a
previous Money Market Quote submitted by such Lender with respect to the same
Money Market Quote Request. Any such subsequent Money Market Quote shall be
disregarded by the Administrative Agent unless such subsequent Money Market
Quote is submitted solely to correct a manifest error in such former Money
Market Quote. The Administrative Agent's notice to the Borrower shall specify
(i) the aggregate principal amount of Money Market Loans for which offers have
been received for each Interest Period specified in the related Money Market
Quote Request, (ii) the respective
26

principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (iii) if applicable, limitations on the
aggregate principal amount of Money Market Loans for which offers in any single
Money Market Quote may be accepted.

3.6 Acceptance and Notice by Borrower. Not later than 11:00
A.M., New York City time, (a) three Eurodollar Business Days prior to the
proposed Borrowing Date, in the case of a LIBOR Auction or (b) on the proposed
Borrowing Date, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Lenders not later than the date
of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Administrative Agent of its acceptance or non-acceptance of the offers
notified to it pursuant to subsection 3.5. In the case of acceptance, such
notice shall be a Notice of Money Market Borrowing and shall specify the
aggregate principal amount of offers for each Interest Period that are
accepted. The Borrower may accept any Money Market Quote in whole or in part;
provided that:

(i) the aggregate principal amount of Money Market Loans
made pursuant to a Money Market Quote Request may not exceed the
applicable amount set forth in such Money Market Quote Request,

(ii) the principal amount of Money Market Loans made on a
Borrowing Date pursuant to a Money Market Quote Request must be
$5,000,000 or a larger whole multiple of $1,000,000,

(iii) acceptance of offers may only be made on the basis of
ascending Money Market Margins or Money Market Absolute Rates, as the
case may be, and

(iv) the Borrower may not accept any offer that is
required to be disregarded as described in subsection 3.4(c) or that
otherwise fails to comply substantially with the requirements of this
Agreement.

3.7 Allocations. If offers are made by two or more Lenders
with the same Money Market Margins or Money Market Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Lenders as nearly as
possible (in whole multiples of $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error. Upon
acceptance, notice and allocation of Money Market Quotes pursuant to and in
accordance with subsections 3.6 and 3.7, the Administrative Agent will, in
accordance with its usual practice, notify each Lender whose Money Market Quote
has been accepted of the amount of its Money Market Quote accepted and
allocated.
27

3.8 Certain Restrictions. The Borrower may request offers to
make Money Market Loans for up to five Interest Periods in a single Money
Market Quote Request.

3.9 Repayment of Money Market Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of
the relevant Lender, on the last day of the Interest Period with respect
thereto, the aggregate principal amount of each Money Market Loan of such
Lender.

SECTION 4. CERTAIN PROVISIONS APPLICABLE TO
THE COMMITMENTS AND THE LOANS

4.1 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee for the
period from and including the Closing Date to the date on which the Commitments
have terminated and all Loans have been repaid in full, computed at the
Facility Fee Rate, in each case on the average daily Facility Fee Calculation
Amount of such Lender during the period for which payment is made, payable in
arrears on the last day of each March, June, September and December and on the
date on which the Commitments have terminated and all Loans have been repaid in
full, commencing on the first of such dates to occur after the date of this
Agreement.

(b) The Borrower agrees to pay to each Agent and each
Co-Arranger the fees on the dates and in the amounts previously agreed to in
writing by the Borrower and such respective Persons.

4.2 Minimum Borrowing Amounts. Each borrowing under the
Commitments shall be in an amount equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.

4.3 Termination or Reduction of Commitments. The Borrower
shall have the right, upon notice to the Administrative Agent not later than
11:00 A.M., New York City time, on the date of such action, to terminate any of
the Commitments or, from time to time, to reduce the amount of any of the
Commitments; provided, that no reduction of the Commitments shall be permitted
if, after giving effect thereto and to any simultaneous repayment of Revolving
Credit Loans and/or Money Market Loans, the aggregate outstanding principal
amount of the Revolving Credit Loans and Money Market Loans would exceed the
Commitments. Any reduction of any of the Commitments shall be in an amount
equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and
shall reduce permanently the Commitments then in effect. The Administrative
Agent will, in accordance with its usual practice, notify the Lenders of each
such notice of termination or reduction.

4.4 Optional Prepayments; Mandatory Prepayments. (a) The
Borrower may, (i) upon notice to the Administrative Agent not later than 11:00
A.M., New York City time, on the date of prepayment, prepay any Base Rate Loans
(or any Money Market Loans bearing interest based upon the Base Rate pursuant
to clause (ii) of the last sentence of
28

subsection 4.10) or (ii) upon at least three Eurodollar Business Days' notice
to the Administrative Agent, prepay any Eurodollar Loans, in each case in whole
or in part in amounts aggregating $5,000,000 or any larger whole multiple of
$1,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Upon prepaying any Eurodollar Loan
on any date other than the last day of an Interest Period applicable thereto,
the Borrower shall be obligated to pay the amounts described in subsection
4.16.

(b) Except as provided in subsection 4.4(a) with respect to a
Money Market Loan bearing interest based upon the Base Rate pursuant to clause
(ii) of the last sentence of subsection 4.10 and in subsection 4.4(d), the
Borrower may not prepay all or any portion of the principal amount of any Money
Market Loan prior to the maturity thereof.

(c) Upon receipt of a notice of prepayment pursuant to this
subsection 4.4, the Administrative Agent shall promptly notify each Lender of
the contents thereof and of such Lender's ratable share (if any) of such
prepayment, and such notice shall not thereafter be revocable by the Borrower.

(d) If a Change of Control shall occur with respect to the
Borrower, the Administrative Agent shall, upon the request of the Required
Lenders, by notice to the Borrower given within six months after the date of
such Change of Control, terminate the Commitments, whereupon the Commitments
shall immediately terminate, and any Loans then outstanding (together with
accrued interest thereon) shall become due and payable on the fifth Eurodollar
Business Day after such notice is given.

4.5 Conversion and Continuation Options. (a) The Borrower
may, on the last day of any Interest Period with respect thereto, convert
Eurodollar Loans to Base Rate Loans by giving notice thereof (a "Notice of Base
Rate Conversion") to the Administrative Agent not later than 10:00 A.M., New
York City time, on the last day of the then current Interest Period in respect
of the Eurodollar Loans being converted. The Borrower may from time to time
convert Base Rate Loans to Eurodollar Loans by giving notice thereof (a "Notice
of Eurodollar Conversion") to the Administrative Agent at least three
Eurodollar Business Days prior to the first day of the Interest Period to be
applicable to such Loans. Upon receipt of any such notice the Administrative
Agent shall promptly notify each Lender thereof. All or any part of
outstanding Eurodollar Loans and Base Rate Loans may be converted as provided
herein, provided that no Loan may be converted into a Eurodollar Loan when any
Event of Default has occurred and is continuing.

(b) The Borrower may continue any Eurodollar Loans as such
upon the expiration of the then current Interest Period with respect thereto by
giving notice thereof (a "Notice of Eurodollar Continuation") to the
Administrative Agent at least three Eurodollar Business Days prior to the last
day of such then current Interest Period, provided that no Eurodollar Loan may
be continued as such when any Event of Default has occurred and is continuing,
and provided, further, that if the Borrower shall fail to give such Notice of
Eurodollar Continuation or if such continuation is not permitted pursuant to
the preceding
29

proviso, such Loans shall be automatically converted to Base Rate Loans on the
last day of such then expiring Interest Period.

4.6 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of Eurodollar
Loans comprising each Tranche shall be equal to $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Not more than twenty Tranches may be
outstanding at any time.

4.7 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such Interest Period
plus the Applicable Margin.

(b) Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.

(c) Each Money Market Loan shall bear interest at the
applicable rate set forth in the Notice of Money Market Borrowing applicable
thereto.

(d) If any principal amount of any Loan shall not be paid
when due, from and after the date on which such principal amount was due (i)
the outstanding principal amount of all Eurodollar Loans and Money Market Loans
shall bear interest at 2% above the rate that would otherwise be applicable
thereto until the earlier of (A) the date on which such overdue principal
amount is paid in full and (B) the last day of the respective Interest Periods
applicable to such outstanding Eurodollar Loans and Money Market Loans, and
thereafter the outstanding principal amount of all Eurodollar Loans and Money
Market Loans shall bear interest at a rate equal to 2% above the rate
applicable at such time to Base Rate Loans until such overdue principal amount
is paid in full (as well after as before judgment) and (ii) the outstanding
principal amount of all Base Rate Loans shall bear interest at a rate equal to
2% above the rate applicable at such time to Base Rate Loans until such overdue
principal amount is paid in full (as well after as before judgment). If all or
a portion of (i) any interest payable on any Loan or (ii) any facility fee or
other amount payable hereunder, shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum which is 2% above the rate applicable at such time
to Base Rate Loans, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

(e) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of this
subsection shall be payable from time to time on demand.

4.8 Computation of Interest and Fees. (a) Facility fees
and, whenever it is calculated on the basis of the Prime Rate, interest shall
be calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed; and, otherwise, interest
30

shall be calculated on the basis of a 360-day year for the actual days elapsed.
The Administrative Agent shall as soon as practicable notify the Borrower and
the relevant Lenders of each determination of a Eurodollar Rate. Any change in
the interest rate on a Loan resulting from a change in the Base Rate shall
become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of the effective date and the amount of
each such change in the Base Rate.

(b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error.

(c) If any Reference Lender shall for any reason no longer
have a Commitment or any Loans, such Reference Lender shall thereupon cease to
be a Reference Lender, and if, as a result, there shall only be one Reference
Lender remaining, the Administrative Agent (after consultation with the
Borrower and the Lenders) shall, by notice to the Borrower and the Lenders,
designate another Lender as a Reference Lender so that there shall at all times
be at least two Reference Lenders.

(d) Each Reference Lender shall use its best efforts to
furnish quotations of rates to the Administrative Agent as contemplated hereby.
If any of the Reference Lenders shall be unable or shall otherwise fail to
supply such rates to the Administrative Agent upon its request, the rate of
interest shall, subject to the provisions of subsection 4.10, be determined on
the basis of the quotations of the remaining Reference Lenders or Reference
Lender.

4.9 Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing indebtedness
of the Borrower to such Lender resulting from each Loan of such Lender from
time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement and under any Note.

(b) The Administrative Agent shall maintain the Register
pursuant to subsection 11.6(f), and a record therein for each Lender, in which
shall be recorded (i) the amount of each Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

(c) The records of each Lender maintained pursuant to
subsection 4.9(a) and the entries made by the Administrative Agent in the
Register shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any Lender to maintain
such records or the Administrative Agent to maintain the Register or any such
record, or any
31

error in either thereof, shall not in any manner affect the obligation of the
Borrower to repay (with applicable interest) the Loans made by such Lender in
accordance with the terms of this Agreement.

(d) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will execute and deliver to
such Lender, within thirty days after notification of such request by the
Administrative Agent to the Borrower, (i) a promissory note of the Borrower
evidencing the Revolving Credit Loans of such Lender, substantially in the form
of Exhibit G-1 with appropriate insertions (a "Revolving Credit Note"), and
(ii) a promissory note of the Borrower evidencing the Money Market Loans of
such Lender, substantially in the form of Exhibit G-2 with appropriate
insertions (a "Money Market Note").

4.10 Basis for Determining Interest Rate Inadequate or
Unfair. If on or prior to the first day of any Interest Period for any
Eurodollar Loan or Money Market LIBOR Loan:

(a) the Administrative Agent is advised by the Reference
Lenders that deposits in Dollars (in the applicable amounts) are not
being offered by the Reference Lenders in the relevant market for such
Interest Period, or

(b) in the case of Revolving Credit Loans, Lenders having 50%
or more of the aggregate amount of the Commitments advise the
Administrative Agent that the Eurodollar Rate as determined by the
Administrative Agent will not adequately and fairly reflect the cost
to such Lenders of funding their Eurodollar Loans for such Interest
Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower
and the Lenders, whereupon until the Administrative Agent notifies the Borrower
that the circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to make, convert Loans into or continue Loans as, as
the case may be, Eurodollar Loans shall be suspended, and any Loan that was to
be converted into, or continued as, a Eurodollar Loan for such Interest Period
shall, instead, be continued as, or converted into, a Base Rate Loan on the
first day of such Interest Period. Unless the Borrower notifies the
Administrative Agent at least two Domestic Business Days before the first day
of any such Interest Period in respect of any requested Eurodollar Loan or
Money Market LIBOR Loan for which a Notice of Revolving Credit Borrowing or
Notice of Money Market Borrowing, as the case may be, has previously been given
that it elects not to borrow on such date, (i) if such requested Loan is a
Eurodollar Loan, such Loan shall instead be made as a Base Rate Loan and (ii)
if such requested Loan is a Money Market LIBOR Loan, such Money Market LIBOR
Loan shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the rate
applicable to Base Rate Loans for such day.

4.11 Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation
32

or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Eurodollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Lender (or its Eurodollar Lending Office) to make, maintain or fund its
Eurodollar Loans and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower, whereupon until such Lender notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Lender to make Eurodollar Loans shall be
suspended. Before giving any notice to the Administrative Agent pursuant to
this subsection, such Lender shall designate a different Eurodollar Lending
Office if such designation will avoid the need for giving such notice and will
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender. If such Lender shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Eurodollar Loans to maturity and shall
so specify in such notice, the Borrower shall prepay in full the then
outstanding principal amount of each such Eurodollar Loan on the date required
by law (as specified in such notice), together with accrued interest thereon.
Concurrently with prepaying each such Eurodollar Loan, the Borrower shall
borrow a Base Rate Loan in an equal principal amount from such Lender (on which
interest and principal shall be payable contemporaneously with the related
Eurodollar Loans of the other Lenders), and such Lender shall make such a Base
Rate Loan.

4.12 Increased Cost and Reduced Return. (a) If on or after
(i) the date hereof, in the case of any Revolving Credit Loan or any obligation
to make Revolving Credit Loans, or (ii) the date of the related Money Market
Quote, in the case of any Money Market Loan, the adoption of any applicable
law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its Applicable Lending office) with
any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
any such reserve requirement in respect of Eurocurrency liabilities described
in paragraph (c) of this subsection 4.12), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (or its Applicable Lending
Office) or on the interbank eurodollar market any other condition affecting its
Eurodollar Loans or Money Market LIBOR Loans or its obligation to make such
Loans and the result of any of the foregoing is to increase the cost to such
Lender (or its Applicable Lending Office) of making or maintaining any such
Loan, or to reduce the amount of any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement with respect thereto,
by an amount deemed by such Lender to be material, then, within 15 days after
demand by such Lender (with a copy to the Administrative Agent), the Borrower
shall pay to such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduction.
33

(b) If any Lender shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Lender (or its parent holding company) as a consequence of
such Lender's obligations hereunder to a level below that which such Lender (or
its parent holding company) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender (or its parent holding
company) for such reduction.

(c) In addition to, and without duplication of, amounts which
may become payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 4.12, the Borrower agrees to pay to each Lender which requests
compensation under this paragraph (c) by notice to the Borrower, on the last
day of each Interest Period with respect to any Eurodollar Loan made by such
Lender, at any time when such Lender shall be required to maintain reserves
against "Eurocurrency liabilities" under Regulation D of the Board of Governors
of the Federal Reserve System (or, at any time when such Lender may be required
by the Board of Governors of the Federal Reserve System or by any other
governmental authority, whether within the United States or in another relevant
jurisdiction, to maintain reserves against any other category of liabilities
which includes deposits by reference to which the Eurodollar Rate is determined
as provided in this Agreement or against any category of extensions of credit
or other assets of such Lender which includes any such Eurodollar Loans), an
additional amount (determined by such Lender's calculation or, if an accurate
calculation is impracticable, reasonable estimate using such reasonable means
of allocation as such Lender shall determine) equal to the actual costs, if
any, incurred by such Lender during such Interest Period as a result of the
applicability of the foregoing reserves to such Eurodollar Loans.

(d) Each Lender will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Lender to compensation pursuant to
this subsection 4.12 and will designate a different Applicable Lending Office
if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender; provided that if a Lender shall not have so
notified the Borrower within 90 days of such event, such Lender may not seek
compensation for any period beginning prior to the date which is 90 days prior
to the date upon which the Borrower is notified of such event. A certificate
of any Lender claiming compensation under this subsection and setting forth the
additional amount or amounts to be paid to it hereunder
34

shall be conclusive in the absence of manifest error. In determining such
amount, such Lender may use any reasonable averaging and attribution methods.

(e) The provisions of this subsection shall survive any
termination of this Agreement.

4.13 Taxes. (a) Any and all payments by the Borrower to or
for the account of any Lender or the Administrative Agent hereunder or under
any Note shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or
withholdings (subject to paragraph (g) hereof), and all liabilities with
respect thereto, excluding, in the case of each Lender and the Administrative
Agent, taxes imposed on or measured by its net income, and franchise, value
added or similar taxes imposed on it, by a jurisdiction on the basis of a
present or former connection between such jurisdiction and the Lender or
Administrative Agent other than a connection arising solely from such
Administrative Agent or Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
Note (all such non-excluded taxes, duties, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as
"Taxes"). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender or the Administrative
Agent, (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this subsection 4.13) such Lender or the Administrative Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and (iv) the
Borrower shall furnish to the Administrative Agent, at its address referred to
in subsection 11.2, the original or a certified copy of a receipt evidencing
payment thereof.

(b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes, or
charges or similar levies which arise from any payment made hereunder or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note (hereinafter referred to as "Other Taxes").

(c) The Borrower agrees to indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this subsection 4.13) paid by such Lender
or the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Lender or
the Administrative Agent (as the case may be) makes written demand therefor.
If any Lender or the Administrative Agent receives any written demand from any
taxing authority asserting a liability for any Taxes or Other Taxes for which
such Lender or the Administrative Agent is entitled to an indemnity under this
paragraph (c), such Lender or Agent shall promptly furnish the Borrower and the
Administrative Agent with a copy of such demand.
35

(d) If any Lender is a "foreign corporation, partnership or
trust" within the meaning of the Internal Revenue Code, on or prior to the date
of its execution and delivery of this Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter (but only so long as such Lender remains lawfully able to do so),
such Lender agrees with and in favor of the Administrative Agent and the
Borrower to deliver to the Administrative Agent and the Borrower: (i) before
the payment of any interest in the first calendar year and before the payment
of any interest in each third succeeding calendar year during which interest
may be paid under this Agreement, properly completed Internal Revenue Service
Forms 1001, or any successor form prescribed by the Internal Revenue Service,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest; (ii) before the payment of any interest is due in the
first taxable year of such Lender and in each succeeding taxable year of such
Lender during which interest may be paid under this Agreement, two properly
completed and executed copies of Internal Revenue Service Form 4224, or any
successor form prescribed by the Internal Revenue Service, certifying that the
income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or a business in the United States; or (iii) such other form
or forms as may be required under the Internal Revenue Code or other laws of
the United States as a condition to exemption from, or reduction of, United
States withholding tax. Such Lender agrees to promptly notify the
Administrative Agent and the Borrower of any change in circumstances which
would modify or render invalid any claimed exemption or reduction. In
addition, in the event any Lender that claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing Internal Revenue
Service Form 1001 sells, assigns, grants a participation in, or otherwise
transfers all or part of the obligations of the Borrower to such Lender under
this Agreement or any Note, such Lender agrees to notify the Administrative
Agent and the Borrower of the percentage amount in which it is no longer the
beneficial owner of obligations of the Borrower to such Lender under this
Agreement or any Note. To the extent of such percentage amount, the
Administrative Agent and the Borrower will treat such Lender's Internal Revenue
Service Form 1001 as no longer valid. In the event any Lender that claims
exemption from United States withholding tax by filing Internal Revenue Service
Form 4224 with the Administrative Agent and the Borrower sells, assigns, grants
a participation in, or otherwise transfers all or part of the obligations of
the Borrower to such Lender under this Agreement or any Note, such Lender
agrees to undertake sole responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Internal Revenue Code.
If the Form 1001, Form 4224 or any other appropriate forms required to be
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes.
The Borrower shall not be required to pay any amounts with respect to United
States withholding taxes under subsection (a) of this subsection 4.13 if the
Lender shall have delivered to the Borrower an Internal Revenue Service Form
1001 or 4224 and such Lender was not actually entitled based on the law at the
time of such delivery to a reduced United States interest withholding tax.
36

(e) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form pursuant to subsection
4.13(d) (unless such failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which a form originally was required to be
provided), such Lender shall not be entitled to indemnification under
subsection 4.13(a) with respect to Taxes imposed by the United States. Should
a Lender which is otherwise exempt from or subject to a reduced rate of
withholding tax become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.

(f) In the event that the Borrower is obligated to make an
indemnification payment pursuant to this subsection 4.13 to any Lender and the
Lender receives a refund of Taxes with respect to which the Borrower made an
indemnification payment, the Lender promptly shall remit the amount of such
refund to the Borrower.

(g) If any Lender is entitled to a reduction in the
applicable withholding tax, the Administrative Agent may withhold from any
interest payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or
other documentation required by paragraph (d) are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any
interest payment to such Lender not providing such forms or other documentation
an amount equivalent to the applicable withholding tax unless the Borrower
withholds the appropriate amount pursuant to subsection 4.13(a).

(h) If the Internal Revenue Service or any other governmental
authority of the United States or other jurisdiction asserts a claim that the
Administrative Agent or the Borrower did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not
delivered, was not properly executed, or because such Lender failed to notify
the Administrative Agent or the Borrower of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Lender shall indemnify the Administrative Agent and
the Borrower fully for all amounts paid, directly or indirectly, by the
Administrative Agent or the Borrower as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the
amounts payable to the Administrative Agent or the Borrower under this
subsection, together with all costs and expenses (including reasonable fees and
disbursements of counsel).

(i) Each Lender agrees that it will (i) take all reasonable
actions requested by the Borrower, including, without limitation, changing the
jurisdiction of the Lender's Applicable Lending Office, that are, in the
judgment of such Lender, not disadvantageous to such Lender to maintain all
complete or partial exemptions, if any, available to it from withholding taxes
(whether available by treaty or existing administrative waiver), and (ii) to
the extent reasonable and, in the judgment of such Lender, not disadvantageous
to it, otherwise cooperate with the Borrower to minimize any amounts payable by
the Borrower under this subsection 4.13.
37

(j) The provisions of this subsection shall survive any
termination of this Agreement. Each Lender will promptly notify the Borrower
and the Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation pursuant
to this subsection 4.13; provided that if a Lender shall not have so notified
the Borrower within 90 days of such event of which it has knowledge, such
Lender may not seek compensation for any period beginning prior to the date
which is 90 days prior to the date upon which the Borrower is notified of such
event.

4.14 Base Rate Loans Substituted for Affected Eurodollar
Loans. If any Lender is an Affected Lender and the Borrower shall, by at least
five Eurodollar Business Days' prior notice to such Lender through the
Administrative Agent, have elected that the provisions of this subsection 4.14
shall apply to such Lender, then, unless and until such Lender notifies the
Borrower that the circumstances that caused such Lender to be an Affected
Lender no longer apply:

(a) all Loans which would otherwise be made by such Lender as
Eurodollar Loans shall be made instead as Base Rate Loans (on which
interest and principal shall be payable contemporaneously with the
related Eurodollar Loans of the other Lenders), and

(b) after each of its Eurodollar Loans has been repaid, all
payments of principal which would otherwise be applied to repay such
Eurodollar Loans shall be applied to repay its Base Rate Loans
instead.

4.15 Pro Rata Treatment and Payments. (a) Each borrowing by
the Borrower in respect of Revolving Credit Loans, each payment by the Borrower
on account of any facility fee hereunder and any reduction of the Commitments
of the Lenders shall be made pro rata according to the respective Commitment
Percentages of the Lenders. Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Loans shall be made pro
rata according to the respective principal amounts of, or interest on, the
Loans, as the case may be, then due and owing to the Lenders. All payments
(including prepayments) to be made by the Borrower hereunder or under any Note,
whether on account of principal, interest, fees or otherwise, shall be made
without deduction, set-off or counterclaim and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the Administrative Agent,
for the account of the Lenders, at the Administrative Agent's office specified
in subsection 11.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly
upon receipt in like funds as received. Whenever any payment of principal of,
or interest on, the Base Rate Loans or of fees shall be due on a day that is
not a Domestic Business Day, the date for payment thereof shall be extended to
the next succeeding Domestic Business Day. Whenever any payment of principal
of, or interest on, the Eurodollar Loans or Money Market LIBOR Loans shall be
due on a day that is not a Eurodollar Business Day, the date for payment
thereof shall be extended to the next succeeding Eurodollar Business Day unless
such Eurodollar Business Day falls in another calendar month, in which case the
date for payment thereof shall be the next preceding
38

Eurodollar Business Day. Whenever any payment of principal of, or interest on,
the Money Market Absolute Rate Loans shall be due on a day that is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

(b) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Lenders hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have so made such payment, each Lender shall
repay to the Administrative Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate.

(c) Unless the Administrative Agent has received notice from
a Lender prior to a Borrowing Date that such Lender will not make available to
the Administrative Agent the amount that would constitute its share of the
Loans to be made on such Borrowing Date, the Administrative Agent may assume
that such Lender is making such amount available to the Administrative Agent,
and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on such Borrowing
Date, such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds Rate
for the period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. In addition to, and not in
limitation of, the foregoing, if such Lender's share of such Loans is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum equal to the
Federal Funds Rate plus the Applicable Margin applicable to Eurodollar Loans,
on demand, from the Borrower.

4.16 Funding Losses. If the Borrower makes any payment of
principal with respect to any Eurodollar Loan or Money Market Loan on any day
other than the last day of an Interest Period applicable thereto, or if the
Borrower fails to borrow, prepay, convert or continue any Eurodollar Loan or
Money Market Loan after giving a Notice of Revolving Credit Borrowing, Notice
of Money Market Borrowing or notice of prepayment, continuation or conversion,
as the case may be, the Borrower shall reimburse each Lender within 15 days
after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in liquidating or employing deposits from third
parties, but excluding loss of margin for the
39

period after any such payment or failure to borrow or prepay, provided that
such Lender shall have delivered to the Borrower a certificate as to the amount
of such loss or expense, which certificate shall be conclusive in the absence
of manifest error. The provisions of this subsection shall survive any
termination of this Agreement.

4.17 Replacement of Affected Lender. At any time any Lender
is an Affected Lender, the Borrower may replace such Affected Lender as a party
to this Agreement with one or more other bank(s) or financial institution(s)
reasonably satisfactory to the Administrative Agent, such bank(s) or financial
institution(s) to have a Commitment or Commitments, as the case may be, in an
aggregate amount equal to the Commitment of such Affected Lender being replaced
thereby, and upon notice from the Borrower such Affected Lender shall assign,
without recourse or warranty, its Commitment, its Revolving Credit Loans, and
all of its other rights and obligations hereunder to such replacement bank(s)
or other financial institution(s) for a purchase price equal to the sum of the
principal amount of the Loans so assigned, all accrued and unpaid interest
thereon, its ratable share of all accrued and unpaid fees, any amounts payable
under subsection 4.16 as a result of such Lender receiving payment of any
Eurodollar Loan prior to the end of an Interest Period therefor and all other
obligations owed to such Affected Lender hereunder; provided that no Affected
Lender shall be required to assign any Money Market Loan.

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
each Agent and each Lender that:

5.1 Financial Condition. (a) The unaudited consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of September
30, 1995 and the related unaudited consolidated statements of income and cash
flows for the nine months then ended (including such results of Santa Fe
Pacific Corporation and its consolidated subsidiaries for the period only from
September 22, 1995 through September 30, 1995), copies of which have been
delivered to each of the Lenders, fairly present, in conformity with GAAP
applied on a basis consistent with the financial statements referred to in
paragraph (b) of this subsection, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such nine-month period.

(b) The consolidated balance sheet of the Burlington Northern
Inc. and its consolidated subsidiaries as of December 31, 1994 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the fiscal year then ended, reported on by Coopers & ▇▇▇▇▇▇▇, copies of which
have been delivered to each of the Lenders, fairly present, in conformity with
GAAP, the consolidated financial position of Burlington Northern Inc. and its
consolidated subsidiaries as of such date and their consolidated results of
operations, changes in stockholders' equity and cash flows for such fiscal
year.
40

(c) The consolidated balance sheet of the Santa Fe Pacific
Corporation and its consolidated subsidiaries as of December 31, 1994 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the fiscal year then ended, reported on by Price Waterhouse, copies
of which have been delivered to each of the Lenders, fairly present, in
conformity with GAAP, the consolidated financial position of Santa Fe Pacific
Corporation and its consolidated subsidiaries as of such date and their
consolidated results of operations, changes in stockholders' equity and cash
flows for such fiscal year.

(d) The unaudited consolidated balance sheet of Burlington
Northern Inc. and its consolidated subsidiaries as of June 30, 1995 and the
related consolidated statements of income and cash flows for the six months
then ended, copies of which have been delivered to each of the Lenders, fairly
present, in conformity with GAAP applied on a basis consistent with the
financial statements referred to in paragraph (b) of this subsection, the
consolidated financial position of Burlington Northern Inc. and its
consolidated subsidiaries as of such date and their consolidated results of
operations and cash flows for such six month period.

(e) The unaudited consolidated balance sheet of Santa Fe
Pacific Corporation and its consolidated subsidiaries as of June 30, 1995 and
the related consolidated statements of income and cash flows for the six months
then ended, copies of which have been delivered to each of the Lenders, fairly
present, in conformity with GAAP applied on a basis consistent with the
financial statements referred to in paragraph (c) of this subsection, the
consolidated financial position of Santa Fe Pacific Corporation and its
consolidated subsidiaries as of such date and their consolidated results of
operations and cash flows for such six month period.

5.2 No Change. Since September 30, 1995, there has been no
material adverse change in the financial position, results of operations or
business of the Borrower and its Consolidated Subsidiaries, considered as a
whole.

5.3 Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except in any case where the failure to be in
good standing or to have such powers, licenses, authorizations, consents or
approvals would not, in the aggregate, materially adversely affect the
financial position, results of operations or business of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

5.4 Corporate and Governmental Authorization; Non
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and any Note are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable law,
rule or regulation or of the certificate of incorporation or by-laws of the
Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of
41

the Borrower or any Subsidiary except for any contravention of or default under
or Lien arising under any law, rule or regulation or any agreement, judgment,
order, decree or other instrument (other than agreements or instruments
constituting or evidencing Debt) not material to the business of the Borrower
and its Consolidated Subsidiaries, considered as a whole, which contravention,
default or Lien would not (a) materially adversely affect the financial
position, results of operations or business of the Borrower and its
Consolidated Subsidiaries, considered as a whole or (b) adversely affect in any
substantive way the rights and remedies of the Agents and the Lenders
hereunder.

5.5 Binding Effect. This Agreement constitutes, and any Note
when executed and delivered will constitute, a valid and binding agreement of
the Borrower except as the enforceability thereof may be limited by (a)
bankruptcy, insolvency or similar laws affecting creditors' rights generally
and (b) general equitable principles (whether enforceability is considered in a
proceeding in equity or at law).

5.6 Litigation. Except as disclosed in the Form 10-Q of the
Borrower for the period ending September 30, 1995, there is no action, suit or
proceeding pending against, or to the knowledge of the Borrower threatened
against or affecting, the Borrower or any of its Subsidiaries before any court
or arbitrator or any governmental body, agency or official (a) in which there
is a reasonable possibility of an adverse decision that could materially
adversely affect the business, financial position or results of operations of
the Borrower and its Consolidated Subsidiaries, considered as a whole, or (b)
that in any manner draws into question the validity of this Agreement or any
Note.

5.7 Taxes. United States Federal income tax returns of Santa
Fe Pacific Corporation and its Material Subsidiaries have been examined and
closed or the statutes of limitations have expired for all fiscal years through
the year ended December 31, 1980. United States Federal income tax returns of
Burlington Northern Inc. and its Material Subsidiaries have been examined and
closed or the statutes of limitations have expired for all fiscal years through
the year ended December 31, 1985. The Borrower and its Material Subsidiaries
have filed all United States Federal income tax returns and all other material
tax returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by the Borrower
or any Material Subsidiary except for any taxes being contested in good faith
by appropriate proceedings and as to which accruals have been provided in
accordance with GAAP. The accruals on the books of the Borrower and its
Material Subsidiaries in respect of taxes or other governmental charges are, in
the opinion of the Borrower, adequate.

5.8 Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation G or
Regulation U in violation of such Regulations.

5.9 ERISA. Each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance in all material
respects with the presently applicable
42

provisions of ERISA and the Internal Revenue Code with respect to each Plan.
No member of the ERISA Group has (a) sought a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code in respect of any Plan,
(b) failed to make any contribution or payment to any Plan or Multiemployer
Plan, or made any amendment to any Plan, that has resulted or could result in
the imposition of a Lien or the posting of a bond or other security under ERISA
or the Internal Revenue Code or (c) incurred any liability under Title IV of
ERISA other than for regular contributions, which are not delinquent, and other
than a liability to the PBGC for premiums under Section 4007 of ERISA or a
liability to any Multiemployer Plan not in excess of $50,000,000.

5.10 Not an Investment Company. The Borrower is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

5.11 Subsidiaries. Each of the Borrower's corporate Material
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted
except in any case where the failure to be in good standing or to have such
powers, licenses, authorizations, consents and approvals would not, in the
aggregate (a) materially adversely affect the financial position, results of
operations or business of the Borrower and its Consolidated Subsidiaries,
considered as a whole, or (b) adversely affect in any substantive way the
rights and remedies of the Agents and the Lenders hereunder or under any Note.

5.12 Environmental Matters. Except as disclosed in the Form
10-Q of the Borrower for the period ending September 30, 1995, the Borrower and
its Subsidiaries are in compliance in all material respects with all
Environmental Laws, and no Hazardous Substances have been released upon any
properties owned, leased or operated by the Borrower or any of its
Subsidiaries, except, in each case, to an extent that would not be reasonably
anticipated to have a material adverse effect on the business, financial
position or results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole.

5.13 Full Disclosure. The material furnished to the Agents
and the Lenders by or on behalf of the Borrower in connection with the
negotiation, execution and delivery of this Agreement, taken as a whole, does
not contain as of the date hereof, did not contain at the time so furnished and
will not contain on the date of the initial borrowing of Loans, any untrue
statement of a material fact and does not as of the date hereof omit, did not
omit at the time so furnished and will not omit on the date of the initial
borrowing of Loans, to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

5.14 Limitation on Subsidiary Restrictions. Neither the
Borrower nor any Material Subsidiary has entered into any agreement with any
Person prior to the date hereof
43

that will continue to be in effect after the Closing Date which prohibits or
limits the ability of such Material Subsidiary to pay dividends or make other
distributions to the Borrower.

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions to Closing Date. The Closing Date will occur
on the date of satisfaction of the following conditions precedent:

(a) Revolving Credit Agreement. The Documentation Agent
shall have received this Agreement, executed and delivered by a duly
authorized officer of the Borrower, with a counterpart for each
Lender.

(b) Related Agreements. The Documentation Agent shall have
received, with a copy for each Lender, true and correct copies,
certified as to authenticity by the Borrower, of such other documents
or instruments as may be reasonably requested by the Documentation
Agent, including, without limitation, a copy of any material debt
instrument, material security agreement or other material contract to
which the Borrower or its Subsidiaries may be a party.

(c) Corporate Proceedings of the Borrower. The Documentation
Agent shall have received, with a counterpart for each Lender, a copy
of the resolutions, in form and substance satisfactory to the
Documentation Agent, of the Board of Directors of the Borrower
authorizing (i) the execution, delivery and performance of this
Agreement and any Note and (ii) the borrowings contemplated hereunder,
certified by the secretary or an assistant secretary of the Borrower
as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Documentation Agent and shall state that
the resolutions thereby certified have not been amended, modified,
revoked or rescinded.

(d) Borrower Incumbency Certificate. The Documentation Agent
shall have received, with a counterpart for each Lender, a certificate
of the Borrower, dated the Closing Date, as to the incumbency and
signature of the officers of the Borrower executing this Agreement and
documents executed by the Borrower pursuant hereto, satisfactory in
form and substance to the Documentation Agent, executed by the
vice-president - finance or the chief financial officer and the
secretary or an assistant secretary of the Borrower.

(e) Corporate Documents. The Documentation Agent shall have
received, with a counterpart for each Lender, true and complete copies
of the certificate of incorporation and by-laws of the Borrower,
certified as of the Closing Date as complete and correct copies
thereof by the secretary or an assistant secretary of the Borrower.
44

(f) Fees. Each Agent and each Co-Arranger shall have
received the fees referred to in subsection 4.1 to be received on or
prior to the Closing Date.

(g) Legal Opinions. The Documentation Agent shall have
received, with a counterpart for each Lender, the following executed
legal opinions:

(i) the executed legal opinion of ▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇, counsel to the Borrower, substantially in the form of
Exhibit E-1;

(ii) the executed legal opinion of the general
counsel of the Borrower, substantially in the form of Exhibit
E-2; and

(iii) the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, special counsel to the Documentation Agent and the
Administrative Agent, substantially in the form of Exhibit
E-3.

Each such legal opinion shall be dated the Closing Date and shall
cover such other matters incident to the transactions contemplated by
this Agreement as either Agent may reasonably require.

(h) Representations and Warranties. Each of the
representations and warranties made by the Borrower in this Agreement
shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of the Closing Date.

(i) No Default. No Default or Event of Default shall have
occurred and be continuing on the Closing Date.

(j) Existing Credit Facilities. The Existing Credit
Facilities shall have been terminated and all obligations thereunder
shall have been paid or repaid in full (or shall be paid in full on
the Closing Date with the proceeds of initial Loans hereunder), and
the Agents shall have received such evidence thereof as shall be
reasonably requested by it.

(k) Release of Collateral. ▇▇▇▇▇▇ Guaranty Trust Company of
New York, as administrative agent under the Credit Agreement, dated as
of January 27, 1995, as amended, with Santa Fe Pacific Corporation,
shall have given notice to the Trustee under the Trust Agreement
referred to in such Credit Agreement that such Credit Agreement has
been terminated, and the Borrower shall have paid all fees owing by it
to the Trustee under such Trust Agreement and shall have taken all
other actions required to cause the collateral held by such Trustee
under such Trust Agreement to be released.

(l) Additional Matters. All corporate and other proceedings,
and all documents, instruments and other legal matters in connection
with the transactions
45

contemplated by this Agreement shall be satisfactory in form and
substance to the Agents, and the Agents and the Lenders shall have
received such other documents and legal opinions in respect of any
aspect or consequence of the transactions contemplated hereby or
thereby as the Agents shall reasonably request.

6.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

(a) Representations and Warranties. Each of the
representations and warranties made by the Borrower in this Agreement
shall be true and correct in all material respects on and as of such
date as if made on and as of such date.

(b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
Loans requested to be made on such date.

(c) Notice of Borrowing. The Administrative Agent shall have
received by the time required pursuant to subsection 2.2 or 3.6, as
the case may be, the Notice of Revolving Credit Borrowing or Notice of
Money Market Borrowing, as the case may be, in respect of such Loans.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained
in paragraphs (a), (b) and (c) of this subsection have been satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as any of the
Commitments remains in effect or any amount is owing to any Lender or Agent
hereunder or under any Note:

7.1 Information. The Borrower will deliver to the
Administrative Agent in sufficient number for all of the Lenders (and the
Administrative Agent shall promptly deliver to each Lender upon receipt):

(a) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrower, a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of
the end of such fiscal year and the related consolidated statements of
income, stockholders' equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on in a manner acceptable to the
Securities and Exchange Commission by independent public accountants
of nationally recognized standing;
46

(b) within 120 days after the end of each fiscal year of the
Borrower, a consolidating balance sheet in reasonable detail of the
Borrower and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidating statement of income for such
fiscal year, all certified by the chief financial officer, chief
accounting officer or vice president-finance of the Borrower as having
been used in connection with the preparation of the financial
statements referred to in paragraph (a) of this subsection;

(c) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal year
of the Borrower, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter, the related
consolidated statement of income for such quarter and for the portion
of the Borrower's fiscal year ended at the end of such quarter,
setting forth in comparative form such statement of income for the
corresponding quarter and the corresponding portion of the Borrower's
previous fiscal year, and the related consolidated statement of cash
flow for the portion of the Borrower's fiscal year ended at the end of
such quarter, setting forth in comparative form such statement of cash
flow for the corresponding portion of the Borrower's previous fiscal
year, all certified as to fairness of presentation, generally accepted
accounting principles and consistency (except for any changes
concurred with by the Borrower's independent public accountants) by
the chief financial officer, chief accounting officer or vice
president-finance of the Borrower;

(d) simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (c) of this subsection, a
certificate of the chief financial officer, chief accounting officer
or vice president-finance of the Borrower (A) setting forth in
reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of subsections 8.1,
and 8.2 on the date of such financial statements, (B) stating whether
there exists on the date of such certificate any Default and, if any
Default then exists, setting forth the details thereof and the action
that the Borrower is taking or proposes to take with respect thereto
and (C) stating whether, to the best of his knowledge, after due
inquiry, since the date of the most recent previous delivery of
financial statements pursuant to paragraph (a) or (c) of this
subsection, there has been any material adverse change in the
business, financial position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a whole, and, if so,
the nature of such material adverse change;

(e) simultaneously with the delivery of each set of financial
statements referred to in paragraph (a) of this subsection, a
statement of the firm of independent public accountants that reported
on such statements (i) stating that their audit examination has
included a review of the terms of this Agreement as they relate to
financial or accounting matters (including without limitation the
requirements of subsections 8.1 and 8.2) and (ii) stating whether
anything has come to their attention to cause them to believe that any
Default existed on the date of such statements;
47

(f) within five days after any officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing,
a certificate of the chief financial officer, chief accounting officer
or vice president-finance of the Borrower setting forth the details
thereof and the action that the Borrower is taking or proposes to take
with respect thereto;

(g) promptly upon the mailing thereof to the shareholders of
the Borrower generally, copies of all financial statements, reports
and proxy statements so mailed;

(h) promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and annual,
quarterly or other reports that the Borrower shall have filed with the
Securities and Exchange Commission (it being understood that if such
reports and the financial statements, reports and proxy statements
referred to in paragraph (g) of this subsection are provided within
the time period prescribed by, and contain the financial statements,
opinions and certifications required by, paragraphs (a) and (c) of
this subsection, the requirements of supplying such financial
statements, opinions and certifications shall be deemed to have been
met);

(i) if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as
defined in Section 4043 of ERISA) with respect to any Plan that might
constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or
is required to give notice of any such reportable event, a copy of the
notice of such reportable event given or required to be given to the
PBGC; (ii) receives notice of complete or partial withdrawal liability
under Title IV of ERISA or notice that any Multiemployer Plan is in
reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of
an intent to terminate, impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan, a copy of such notice; (iv) applies for a waiver
of the minimum funding standard under Section 412 of the Internal
Revenue Code, a copy of such application; (v) gives notice of intent
to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
such notice; or (vii) fails to make any payment or contribution to any
Plan or makes any amendment to any Plan that has resulted or could
result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer, the vice
president-finance or the chief accounting officer of the Borrower
setting forth details as to such occurrence and action, if any, that
the Borrower or applicable member of the ERISA Group is required or
proposes to take;

(j) as soon as reasonably practicable after the chairman,
president, secretary, treasurer, chief financial officer, vice
president-finance, chief legal officer or any vice president of the
Borrower obtains knowledge of the commencement of, or a material
48

threat of the commencement of, an action, suit, arbitration or other
proceeding against the Borrower or any Subsidiary before any court or
arbitrator or any governmental body, agency, arbitrator or other
official in which there is a reasonable possibility of an adverse
decision that could materially adversely affect the business,
financial position or results of operation of the Borrower and its
Consolidated Subsidiaries, considered as a whole, or that in any
manner draws into question the validity of this Agreement, information
as to the nature of such pending or threatened action, suit or
proceeding;

(k) promptly after the chairman, president, secretary,
treasurer, chief financial officer, vice president-finance, chief
legal officer or any vice president of the Borrower obtains knowledge
of a Change of Control, information as to the details thereof; and

(l) from time to time such additional information regarding
the financial position, results of operations or business of the
Borrower or any of its Subsidiaries as the Administrative Agent, at
the reasonable request of any Lender, may request.

7.2 Maintenance of Properties; Insurance. (a) Except as
otherwise permitted by subsection 8.4, the Borrower will keep, and will cause
each Subsidiary to keep, all material property useful and necessary in its
business in good working order and condition, ordinary wear and tear excepted,
to the extent required by sound business practice.

(b) The Borrower will insure, and will cause each Subsidiary
to insure, its assets and businesses to such extent as is customary for
companies engaged in the same or similar businesses in similar locations.

7.3 Conduct of Business and Maintenance of Existence. Except
as permitted by subsection 8.4, the Borrower will continue, and will cause each
Subsidiary to continue, to engage in business of the same general type as now
conducted by the Borrower and such Subsidiary, and will preserve, renew and
keep in full force and effect, and will cause each Subsidiary to preserve,
renew and keep in full force and effect, its corporate existence and its
rights, privileges and franchises necessary or desirable in the normal conduct
of business; provided that nothing in this subsection shall prohibit (a) any
merger, consolidation or Disposition permitted by subsection 8.4, or (b) the
termination of the corporate existence of any Subsidiary (other than Burlington
Northern Railroad or Santa Fe Railroad or, in the event of the merger or
consolidation of Burlington Northern Railroad and Santa Fe Railroad, the
surviving corporation of such merger or consolidation) if the Borrower in good
faith determines that such termination is in the best interest of the Borrower
and is not materially disadvantageous to the Lenders.

7.4 Compliance with Laws. The Borrower will comply, and will
cause each Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and
the rules and regulations thereunder) except (a) where
49

necessity of compliance therewith is contested in good faith by appropriate
proceedings or (b) where the failure so to comply would not have a material
adverse effect on the business, financial position or results of operations of
the Borrower and its Consolidated Subsidiaries, considered as a whole.

7.5 Use of Proceeds. (a) The Borrower will use the
proceeds of the Loans for (i) the refinancing of the Existing Credit Facilities
and (ii) working capital and other general corporate purposes.

(b) None of the proceeds of any Loan will be used, directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any "margin stock" within the meaning of Regulation G or
Regulation U in violation of such Regulations.

7.6 Maintenance of Ownership of Railroads. The Borrower will
at all times own, directly or through one or more Wholly-Owned Subsidiaries
that are Material Subsidiaries, all outstanding capital stock of Burlington
Northern Railroad and Santa Fe Railroad (or, in the event of the merger or
consolidation of Burlington Northern Railroad and Santa Fe Railroad, the
surviving corporation of such merger or consolidation).

SECTION 8. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as any of the
Commitments remains in effect or any amount is owing to any Lender or Agent
hereunder or under any Note:

8.1 Financial Condition Covenants.

(a) Maintenance of Consolidated Tangible Net Worth. The
Borrower will not permit Consolidated Tangible Net Worth at any time
to be less than $4,500,000,000.

(b) Limitation on Consolidated Total Debt. The Borrower will
not permit Consolidated Total Debt at any time to exceed 55% of
Consolidated Total Capital at such time.

8.2 Limitation on Debt. (a) The Borrower will not permit
any Subsidiary to create, incur, assume or suffer to exist any Debt, except:

(i) Debt of any Subsidiary to the Borrower or to another
Wholly-Owned Subsidiary;

(ii) Debt of any Subsidiary used for the purposes
specified in, and secured by any Lien permitted by (or, if such
Subsidiary is not a Material Subsidiary, any Lien which would be
permitted if it were a Material Subsidiary by), subsection
50

8.3(b), (c), (d), (e) or (j), and any refinancing of such Debt in a
principal amount not exceeding the fair market value (as determined in
good faith by the Borrower), on the date of such refinancing, of the
assets subject to such Lien;

(iii) Debt of any Subsidiary outstanding on the date hereof
and listed on Schedule III, and any Debt of any Subsidiary the
proceeds of which are used to refinance such outstanding Debt of such
Subsidiary, provided that the principal amount thereof is not
increased;

(iv) Receivables Program Obligations, to the extent that
the Accounts Receivable Financing Amount thereof does not exceed
$500,000,000; and

(v) additional Debt of any Subsidiary in an aggregate
principal amount for all Subsidiaries at any time outstanding not
exceeding 5% of Consolidated Tangible Net Worth.

(b) The Borrower will not permit any Subsidiary or Special
Purpose Vehicle to incur any Receivables Program Obligations (including as
permitted by subsection 8.2(a)(v)) to the extent that the Accounts Receivable
Financing Amount thereof exceeds $500,000,000.

8.3 Limitation on Liens. Neither the Borrower nor any
Material Subsidiary will create or have outstanding any Lien on any asset now
owned or hereafter acquired by it, except:

(a) Liens existing on the date hereof securing Debt
outstanding on the date hereof;

(b) any Lien existing on any asset of any corporation at the
time such corporation becomes a Material Subsidiary and not created in
contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed
for the purpose of financing all or any part of the cost of acquiring
such asset, provided that such Lien attaches to such asset, and only
to such asset, concurrently with or within 360 days after the
acquisition (or completion of development) thereof;

(d) any Lien on any asset of any corporation existing at the
time such corporation is merged into or consolidated with the Borrower
or a Material Subsidiary and not created in contemplation of such
event;

(e) any Lien existing on any asset prior to the acquisition
thereof by the Borrower or a Material Subsidiary and not created in
contemplation of such acquisition;
51

(f) Liens created on railroad property pursuant to
after-acquired property clauses of mortgages on such railroad property
so long as such mortgage was in existence on the date hereof;

(g) Liens arising pursuant to judgments, attachments,
distraint or similar legal processes in an amount not exceeding
$250,000,000 which have been bonded or stayed pending appeal or other
contest;

(h) materialmen's, vendor's, workmen's, operator's,
mechanics', carrier's and like Liens imposed by law, incurred in good
faith in the ordinary course of business and securing obligations that
are not yet due or that are being contested in good faith by
appropriate proceedings;

(i) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any
of the foregoing clauses of this Section, provided that such Debt is
not increased beyond the principal amount thereof outstanding on the
date of such refinancing, extension, renewal or refinancing, and is
not secured by any additional assets;

(j) any Lien on railroad locomotives, auto racks or rolling
stock securing Debt incurred for the purpose of acquiring or
refurbishing such property; provided, that such Lien attaches to such
property and only to such property within 360 days after the
acquisition or the completion of refurbishment of such property;

(k) any Lien on Receivables Program Assets securing
Receivables Program Obligations; and

(l) Liens not otherwise permitted by the foregoing clauses of
this subsection securing Debt in an aggregate principal amount at any
time outstanding not exceeding 5% of Consolidated Tangible Net Worth.

8.4 Consolidations, Mergers and Sale of Assets. The Borrower
will not, and will not permit any Material Subsidiary to, consolidate with or
merge into any other Person or Dispose of all or substantially all of its
assets, property or business, in any single transaction or series of related
transactions; provided, that (a) any Material Subsidiary may merge or
consolidate with, or Dispose of all or substantially all of its assets,
property or business to, any other Subsidiary or may merge or consolidate with,
or Dispose of all or substantially all of its assets, property or business to,
the Borrower (if the Borrower shall be the surviving corporation in any such
merger or consolidation), (b) subject to subsection 7.6, any Material
Subsidiary may consolidate with or merge into any other Person, or any Material
Subsidiary (other than Burlington Northern Railroad or Santa Fe Railroad) may
Dispose of all or substantially all of its assets, property or business in any
single transaction or any series of related transactions, on terms and
conditions approved by the Board of Directors of the Borrower, and (c) subject
to subsection 7.6, the Borrower may merge or consolidate with any other
corporation if (i) (A) the surviving corporation shall be the
52

Borrower or (B) the surviving corporation, if not the Borrower, shall be a
corporation organized and existing under the laws of the United States or any
state thereof or the District of Columbia and shall expressly assume by a
written assignment executed and delivered to the Administrative Agent, all of
the rights and obligations of the Borrower under this Agreement (and pursuant
to which such surviving corporation shall become the "Borrower" under this
Agreement), and (ii) after giving effect to such merger or consolidation no
Default shall have occurred and be continuing.

8.5 Limitation on Transactions with Affiliates. The Borrower
will not, and will not permit any Subsidiary to, directly or indirectly, pay
any funds to or for the account of, make any investment (whether by acquisition
of stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any Debt,
or otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect any transaction in
connection with any joint enterprise or other joint arrangement with, any
Affiliate other than in the ordinary course of business and on terms and
conditions at least as favorable to the Borrower or such Subsidiary as the
terms and conditions which would apply in a similar transaction with a Person
not an Affiliate.

8.6 Limitation on Subsidiary Restrictions. The Borrower will
not permit any Material Subsidiary to enter into any agreement after the date
hereof with any Person which prohibits or limits the ability of such Material
Subsidiary to pay dividends or make other distributions to the Borrower, or
amend, modify or supplement any existing agreement or instrument in any manner
that has the effect of so prohibiting or limiting such ability.

SECTION 9. EVENTS OF DEFAULT

9.1 Events of Default. If any of the following events shall
occur and be continuing:

(a) the Borrower shall fail to pay when due any principal of
any Loan;

(b) the Borrower shall fail to pay interest on any Loan or
any fees or other amounts payable hereunder within five days after the
same becomes due and payable;

(c) the Borrower shall fail to observe or perform any
covenant contained in subsection 7.1(f), 7.6, 8.1, 8.4, 8.6, or at any
time that Rating VI is in effect, subsection 8.2, 8.3 or 8.5;

(d) (i) the Borrower shall fail to observe or perform any
covenant contained in subsection 8.2, 8.3 or 8.5 at any time that a
Rating other than Rating VI is in effect and such default continues
unremedied for a period of 30 days after the occurrence thereof or
(ii) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by
clause (a), (b),
53

(c) or (d)(i) above) for 30 days after written notice thereof has been
given to the Borrower by the Administrative Agent at the request of
any Lender;

(e) any representation, warranty, certification or statement
made by the Borrower in this Agreement or in any certificate,
financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect
when made (or deemed made);

(f) any payment in respect of Specified Obligations of the
Borrower and its Material Subsidiaries (except for Debt under this
Agreement) having a principal amount in excess of $75,000,000 in the
aggregate shall not be paid when due or within any applicable grace
period;

(g) any event or condition shall occur that results in the
acceleration of the maturity of any Specified Obligations of the
Borrower and its Material Subsidiaries (except for Debt under this
Agreement) and/or cancellation of commitments under Committed Credit
Facilities in a principal amount in excess of $75,000,000 in the
aggregate for all such Specified Obligations and Committed Credit
Facilities or enables the holder of such Specified Obligation and/or
the lenders under any such Committed Credit Facility or any Person
acting on behalf of such holders and/or lenders to accelerate the
maturity of such Specified Obligation and/or to terminate the
commitments to extend credit under such Committed Credit Facility, in
each case in an aggregate amount in excess of $75,000,000 for all such
Specified Obligations and Committed Credit Facilities;

(h) the Borrower or any Material Subsidiary shall commence a
voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall
make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any
corporate action to authorize any of the foregoing;

(i) an involuntary case or other proceeding shall be
commenced against the Borrower or any Material Subsidiary seeking
liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60
days; or an order for relief shall be entered against the Borrower or
any Material Subsidiary under the federal bankruptcy laws as now or
hereafter in effect;
54

(j) any member of the ERISA Group at the time in question
shall fail to pay when due an amount or amounts aggregating in excess
of $10,000,000 which it shall have become liable to pay under Title IV
of ERISA; or notice of intent to terminate a Material Plan shall be
filed under Title IV of ERISA by any member of the ERISA Group at the
time in question, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of
ERISA to terminate, to impose liability (other than for premiums under
Section 4007 of ERISA) in respect of, or to cause a trustee to be
appointed to administer any Material Plan; or a condition shall exist
by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA
Group to incur a current payment obligation in excess of $50,000,000;
or

(k) one or more judgments or orders for the payment of money
in an aggregate amount in excess of $100,000,000 shall be rendered
against the Borrower or any Material Subsidiary and such judgments or
orders shall continue unsatisfied and unstayed for a period of 30
days;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (h) or (i) of this subsection 9.1 with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and any Note shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments
to be terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and any Note to be due and payable forthwith, whereupon the same
shall immediately become due and payable. Except as expressly provided above
in this subsection 9.1, presentment, demand, protest and all other notices of
any kind are hereby expressly waived by the Borrower.

9.2 Notice of Default. The Administrative Agent shall give
notice to the Borrower under subsection 9.1(d)(ii) promptly upon being
requested to do so by any Lender and shall thereupon notify all the Lenders
thereof.

SECTION 10. THE AGENTS

10.1 Appointment and Authorization. Subject to the
limitations set forth in subsection 10.9, each Lender irrevocably appoints and
authorizes each Agent to take such
55

action as agent on its behalf and to exercise such powers under this Agreement
and any Note as are delegated to such Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto.

10.2 Agents and Affiliates. Each Agent shall have the same
rights and powers under this Agreement and any Note held by it as any other
Lender and may exercise or refrain from exercising the same as though it were
not an Agent. The Lenders acknowledge that each Agent may receive information
regarding the Borrower or its Affiliates that is not expressly furnished
pursuant to this Agreement to it in such capacity (including information that
may be subject to confidentiality obligations in favor of the Borrower or such
Affiliate) and acknowledge that each Agent shall be under no obligation to
provide such information to them. Each Agent and each of their respective
affiliates may accept deposits from, lend money to, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Borrower or any Subsidiary or Affiliate
of the Borrower as if it were not an Agent hereunder and without notice to or
consent of the Lenders.

10.3 Action by Agents. The obligations of the Agents
hereunder are only those expressly set forth herein and no Agent shall have or
be deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or otherwise exist against the Agents. The
Documentation Agent shall have no responsibilities, duties, obligations, or
liabilities hereunder or otherwise in connection herewith after the Closing
Date. No Agent shall be deemed to have knowledge or notice of the occurrence
of any Default except, in the case of the Administrative Agent, to the extent
it has received requests from any Lender pursuant to subsection 9.1(d)(ii).
Without limiting the generality of the foregoing, no Agent shall be required to
take any action with respect to any Default, except as expressly provided in
Section 9. Each Agent shall be fully justified in failing or refusing to take
any action under this Agreement unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.

10.4 Consultation with Experts; Delegation of Duties. Any
Agent may execute any of its duties under this Agreement by or through agents,
employees or legal counsel. Any Agent may consult with legal counsel (who may
be internal counsel or counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

10.5 Liability of Agents. No Agent nor any of such Agent's
affiliates nor any of their respective directors, officers, agents, or
employees shall be liable for any action taken or not taken by it in connection
herewith (a) with the consent or at the request of the Required Lenders or (b)
in the absence of its own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, if this Agreement requires that any
notice,
56

consent, certificate, statement, opinion or other writing be reasonably
satisfactory or otherwise acceptable to either Agent, then neither Agent nor
any of their respective directors, officers, agents or employees shall be
liable for accepting the same or acting thereon as long as such Agent did so in
good faith. No Agent nor any of their directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into or verify
(i) any statement, warranty or representation made in connection with this
Agreement or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of the Borrower; (iii) the satisfaction of any
condition specified in Section 6, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement or any Note or any other instrument or writing
furnished in connection herewith. No Agent shall incur any liability by acting
in reliance upon any notice, consent, certificate, statement or other writing
(which may be a bank wire, telex or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

10.6 Indemnification of Agents. Each Lender shall, ratably
in accordance with its Commitment, indemnify each Agent and such Agent's
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower) against any cost, expense (including
counsel fees and disbursements (which for these purposes shall encompass the
allocated costs and all disbursements of internal counsel)), claim, demand,
action, loss or liability (except such as result from such indemnitee's gross
negligence or willful misconduct) that such indemnitee may suffer or incur in
connection with this Agreement or any Note or any action taken or omitted by
such indemnitee hereunder. The provisions of this subsection shall survive any
termination of this Agreement.

10.7 Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent and such Agent's affiliates
or any other Lender or their respective directors, officers, agents or
employees, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon any Agent or such Agent's affiliates or any other Lender
or their respective directors, officers, agents or employees, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action under this
Agreement. Except for notices, reports and other documents expressly herein
required to be furnished to the Lenders by an Agent, such Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower which may come into the
possession of any of such Agent or its affiliates or directors, officers,
agents or employees.

10.8 Successor Agents. The Administrative Agent, subject to
the appointment and acceptance of a successor Administrative Agent as provided
below, may resign as Administrative Agent hereunder at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders (with the consent of the
57

Borrower, which shall not be unreasonably withheld or delayed) shall have the
right to appoint a successor to Administrative Agent. If no such successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent gives notice of resignation, then such retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States or of any State thereof and having a
combined capital and surplus of at least $500,000,000. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Section
and subsection 11.5 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent.

10.9 The Co-Arrangers. The Co-Arrangers, in such capacity,
shall have no duties or responsibilities, and shall incur no liability, under
this Agreement.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement nor any
Note nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of this subsection. The Required
Lenders may, from time to time, (a) enter into with the Borrower written
amendments, supplements or modifications hereto or to any Note for the purpose
of adding any provisions to this Agreement or to any Note or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or
(b) waive, on such terms and conditions as the Required Lenders may specify in
such instrument, any of the requirements of this Agreement or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the amount
or extend the scheduled date of maturity of any Loan, or reduce the stated rate
of any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Lender's Commitment, in each case without the consent of each Lender affected
thereby, or (ii) amend, modify or waive any provision of this subsection or
reduce the percentage specified in the definition of Required Lenders, or
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement, in each case without the written consent of
all the Lenders, or (iii) amend, modify or waive any provision of Section 10
without the written consent of both Agents. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Borrower, the Lenders, the Agents and all
future holders of the Loans. In the case of any waiver, the Borrower, the
Lenders and the Agents shall be restored to their former positions and rights
hereunder and under any Notes, and any Default or Event of Default waived shall
be deemed to be cured
58

and not continuing; no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

11.2 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three Domestic
Business Days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when received, addressed as follows in the case of the
Borrower, the Administrative Agent and the Documentation Agent and as set forth
in Schedule I in the case of the Lenders, or to such other address as may be
hereafter notified by the respective parties hereto:

The Borrower: Burlington Northern Santa Fe
Corporation
Two Century Centre
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇

The Administrative Agent: Chemical Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Tel: ▇▇▇ ▇▇▇-▇▇▇▇

with a copy to: Chemical Bank Agency Services
Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇

The Documentation Agent: ▇▇▇▇▇▇ Guaranty Trust Company
of New York
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇

; provided that any notice, request or demand to or upon either Agent shall not
be effective until received.

11.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of either Agent or any Lender, any
right, remedy, power or privilege hereunder or under any Note shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

11.5 Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses of the Agents in connection with the preparation and
effectiveness of this Agreement (including reasonable fees and disbursements of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Agents). The Borrower shall
also pay (i) all reasonable out-of-pocket expenses of the Agents (including,
without duplication, reasonable fees and disbursements of counsel to the
Agents) in connection with (A) the administration of this Agreement and any
waiver or consent hereunder or any amendment hereof or (B) any Default or
alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by any Agent or any Lender, including
reasonable fees and disbursements of counsel, in connection with such Event of
Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.

11.6 Successors and Assigns. (a) The provisions of this
Agreement and any Notes shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that (i)
other than under the provisions of clause (c) of subsection 8.4, the Borrower
may not assign or otherwise transfer any of its rights or obligations under
this Agreement or any Notes without the prior written consent of all Lenders
and (ii) a Lender may assign or otherwise transfer any of its rights under this
Agreement or any Notes only in accordance with the provisions of paragraph (b),
(c) or (d) of this subsection.

(b) Any Lender may at any time grant to one or more banks or
other institutions (each a "Participant") participating interests in its
Commitments or its Loans. In the event of any such grant by a Lender of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such Lender shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such
60

Lender shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such
Lender will not agree to any modification, amendment or waiver of this
Agreement without the consent of the Participant that would reduce the
principal of or rate of interest on any Loan or Loans in which such Participant
has a participating interest, reduce any fee payable pursuant to subsection 4.1
or postpone the date fixed for any payment of interest or principal on such
Loan or Loans or of such fees or is of a type that requires the consent of all
the Lenders pursuant to clause (ii) of the proviso in subsection 11.1. The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement but subject to paragraph (e) of this subsection, be
entitled to the benefits of subsections 4.10 through 4.16 with respect to its
participating interest. An assignment or other transfer that is not permitted
by paragraph (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this paragraph (b).

(c) Any Lender may, in accordance with applicable law, at any
time assign to one or more banks or other entities of a type to which
commercial banks customarily assign loans of the type made under this Agreement
(each an "Assignee") a portion of its Commitments in an amount not less than
$10,000,000 (provided, that, if such Lender's Commitment is $10,000,000 or
less, it may assign all, but not less than all, of its Commitment and provided,
further, that assignments by one Lender to another Lender may be in any
amounts) and its rights and obligations under this Agreement, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Acceptance executed by such Assignee and such transferor Lender, with (and
subject to) the consent of the Borrower and the Administrative Agent, which
consent of the Administrative Agent shall not be unreasonably withheld;
provided that if an Assignee is a Lender or an affiliate of a Lender, no such
consents shall be required. Each such assignment must be a proportionate share
of the transferor Lender's Commitment and Revolving Credit Loans. Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor Lender of an amount equal to the purchase price agreed between such
transferor Lender and such Assignee (and, in the case of an Assignee not
incorporated under the laws of the United States of America or a state thereof,
delivery to the Administrative Agent of the documents described in subsection
4.13), such Assignee shall be a Lender party to this Agreement and shall have
all the rights and obligations of a Lender with a Commitment as set forth in
such instrument of assumption, and the transferor Lender shall be released from
its obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. In connection with any such assignment
the transferor Lender shall pay to the Administrative Agent a fee of $2,500 for
processing such assignment, provided that such fee shall be payable by the
Borrower in the event it is required to be paid in respect of an assignment
required by the Borrower pursuant to subsection 4.17.

(d) Any Lender may at any time assign all or any portion of
its rights under this Agreement or any Note to a Federal Reserve Bank. No such
assignment shall release the transferor Lender from its obligations hereunder.
61

(e) No Participant or other transferee of any Lender's rights
shall be entitled to receive any greater payment under subsections 4.12 or 4.16
than such Lender would have been entitled to receive with respect to the rights
transferred (if it had not so transferred such rights), unless such transfer is
made with the Borrower's prior written consent after the date hereof or made
pursuant to subsection 11.10.

(f) The Administrative Agent shall maintain at the address of
the Administrative Agent referred to in subsection 11.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
of, and principal amounts of the Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Administrative Agent and the Lenders shall treat
each Person whose name is recorded in the Register as the owner of a Loan or
other obligation hereunder as the owner thereof for all purposes of this
Agreement, notwithstanding any notice to the contrary. Any assignment of any
Loan or other obligation hereunder shall be effective only upon appropriate
entries with respect thereto being made in the Register. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

11.7 Indemnification by the Borrower. The Borrower agrees to
indemnify each Lender and each Agent, their respective affiliates and the
respective directors, officers, agents, stockholders, partners and employees of
the foregoing (each an "Indemnitee") and hold each such Indemnitee harmless
from and against all liabilities, losses, damages, costs and expenses,
including, subject to the limitations set forth in the next succeeding
sentence, reasonable fees and disbursements of counsel (which for these
purposes shall encompass the allocated costs of internal legal services and all
disbursements of internal counsel), in connection with any investigative,
administrative or judicial action, suit or proceeding, whether or not such
Indemnitee shall be designated a party thereto, that may be incurred by such
Indemnitee relating to or arising out of this Agreement or any actual or
proposed use of the proceeds of any Loan, provided that in no event shall any
Indemnitee have the right to be indemnified hereunder by the Borrower for its
own gross negligence or willful misconduct as determined by a court of
competent jurisdiction. The obligation of the Borrower to indemnify each
Indemnitee under this subsection for fees and disbursements of counsel shall be
limited to the fees and expenses of one counsel in each jurisdiction
representing all such Persons, except (i) to the extent that, in the reasonable
judgment of any such Person, the existence of actual or potential conflicts of
interest make representation by the same counsel inappropriate and (ii) that
any such Person that is a party to, or compelled to participate in, any such
action, suit or proceeding shall be indemnified for the reasonable fees and
disbursements of its counsel to the extent provided in the immediately
preceding sentence. The provisions of this subsection shall survive any
termination of this Agreement.

11.8 Adjustments. If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of its Revolving Credit
Loans (or, after acceleration of the Loans pursuant to Section 9, its Loans),
or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by deduction, set-off or counterclaim,
62

pursuant to events or proceedings of the nature referred to in subsection
9.1(h) or (i), or otherwise), in a greater proportion than any such payment to
or collateral received by any other Lender, if any, in respect of such other
Lender's Revolving Credit Loans (or, after acceleration of the Loans pursuant
to Section 9, its Loans), or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Revolving Credit Loans (or, after
acceleration of the Loans pursuant to Section 9, its Loans), or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

11.9 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the copies of this Agreement signed by all the parties shall be lodged with the
Borrower and each Agent.

11.10 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

11.11 Integration. This Agreement represents the agreement
of the Borrower, the Agents and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by either Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the Notes.

11.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.13 Submission To Jurisdiction; Waivers. The Borrower
hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action
or proceeding relating to this Agreement and the Notes to which it is
a party, or for recognition and enforcement of any judgement in
respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts
from any thereof;
63

(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to the Borrower at its address set forth in subsection 11.2
or at such other address of which the Administrative Agent shall have
been notified pursuant thereto; and

(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to ▇▇▇ in any other jurisdiction.

11.14 Acknowledgements. The Borrower hereby acknowledges
that:

(a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the Notes;

(b) neither any Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the Notes, and the
relationship between the Agents and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is
solely that of creditor and debtor; and

(c) no joint venture is created hereby or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or
among the Borrower and the Lenders.

11.15 Existing Credit Facilities. Each Lender that is a
party to any of the Existing Credit Facilities acknowledges and agrees that,
notwithstanding anything therein to the contrary, effective upon the
satisfaction of the conditions set forth in Section 6 hereof on the Closing
Date, (i) the commitments of the lenders under each of such Existing Credit
Facilities to make additional extensions of credit is terminated and (ii) any
notice requirements in respect of such termination or in respect of any
prepayment of loans thereunder are waived.

11.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTE AND FOR ANY
COUNTERCLAIM THEREIN.
64

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

BURLINGTON NORTHERN SANTA FE
CORPORATION

By:
----------------------------------
Title:

CHEMICAL SECURITIES INC., as a
Co-Arranger

By:
----------------------------------
Title:

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,
as a Co-Arranger

By:
----------------------------------
Title:

CHEMICAL BANK, as Administrative Agen
and as a Lender

By:
----------------------------------
Title:

▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation
Agent and as a Lender

By:
----------------------------------
Title:

ABN AMRO BANK N.V.