CERTIFICATE
OF MERGER
OF
BURLINGTON
NORTHERN SANTA FE CORPORATION
(a
Delaware corporation)
INTO
R
ACQUISITION COMPANY, LLC
(a
Delaware limited liability company)
Pursuant
to Section 264(c) of the General Corporation Law of the State of Delaware, 8
Del.
C. § 101, et seq. (the “GCL”) and
Section 18-209 of the Delaware Limited Liability Company Act, 6 Del. C.
§ 18-101, et seq. (the “LLC Act”),
the undersigned limited liability company executed the following Certificate of
Merger:
FIRST: The name and
jurisdiction of formation or organization of each of the constituent entities
which are to merge are as follows:
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Jurisdiction
of
Formation or
Organization
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R Acquisition
Company, LLC
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Delaware
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Burlington Northern
Santa Fe Corporation
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Delaware
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SECOND: The Agreement and Plan of
Merger, dated November 2, 2009, has been approved, adopted, certified, executed
and acknowledged by the surviving limited liability company and the merging
corporation in accordance with Section 264(c) of the GCL, Section 18-209 of the
LLC Act and, with respect to the merging corporation, Section 228 of the
GCL.
THIRD:
The name of the surviving limited liability company is R Acquisition Company,
LLC.
FOURTH: The
merger is to be effective at the time this Certificate of Merger is filed with
the Delaware Secretary of State.
FIFTH: Article
1 of the Certificate of Formation of R Acquisition Company, LLC is hereby
amended and replaced in its entirety with the following:
1. The
name of the limited liability company is “Burlington Northern Santa Fe,
LLC” (the
“Company”).
SIXTH: The
Agreement and Plan of Merger is on file at 3555 Farnam Street, Omaha, Nebraska
68131, the place of business of the surviving limited liability
company.
SEVENTH: A
copy of the Agreement and Plan of Merger will be furnished by the surviving
limited liability company on request, without cost, to any member of the
constituent limited liability company or stockholder of the constituent
corporation.
IN WITNESS WHEREOF, said
limited liability company has caused this Certificate of Merger to be signed by
an authorized person, on the 12th day of February, 2010.
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R
ACQUISITION COMPANY, LLC
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By: |
National
Indemnity Company |
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Its: |
Authorized
Person |
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By:
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/s/
Marc D. Hamburg |
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Name:
Marc D. Hamburg |
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Title:
Chairman of the Board |
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