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<br />THIS FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of
<br />November 1, 1987, by and between BURLINGTON NORTHERN RAILROAD
<br />COMPANY, a corporation organized and existing under the laws of
<br />the State of Delaware, hereinafter called the "Company", party
<br />of the first part, and MORGAN GUARANTY TRUST COMPANY OF NEW
<br />YORK, a New York trust company, and W.A. Johnson, of St. Louis,
<br />Missouri, successor to Bartlett Ford and Jacob M. Ford II, as
<br />Trustees, parties of the second part, hereinafter called, when
<br />referred to jointly, the "Trustees" and, when referred to
<br />separately, the "Corporate Trustee" and the "Individual
<br />Trustee", respectively,
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<br />WHEREAS the Company has heretofore executed and delivered a
<br />Consolidated Mortqaqe dated March 2, 1910 (hereinafter called
<br />the "Original Mortgage"), and supplemental indentures thereto
<br />dated, respectively, as of March 2, 1970, July 1, 1970,
<br />April 15, 1971, December 20, 1971, May 23, 1972, January 15,
<br />1974, July 1, 1975, June 15, 1978, March 1, 1979, August 1,
<br />1980, May 14, 1981, December 31, 1981, December 31, 1982,
<br />October I, 1986, and May 15, 1987 under which Consolidated
<br />Mortgage Bonds of several series are outstanding (the Original
<br />Mortgage as heretofore supplemented and modified being
<br />hereinafter called the "Indeuture"); .
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<br />WHEREAS the Company has by proper corporate action
<br />a.uthorized the issuance and sale of an additional series of
<br />Bonds under the Indenture to be known as "Consolidated Mortgage
<br />10\ Bonds, Series J, Due 1997", hereinafter called the "Bonds
<br />of Series JU, in the principal amount of $150,000,000;
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<br />WHEREAS the Company desires by this Fifteenth Supplemental
<br />Indenture to evidence the terms and provisions, as determined
<br />by its officers as authorized by its Board of Directors, of the
<br />Bonds of Series J all as more fully set forth herein; and
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<br />WHEREAS all acts and things prescribed by law, by the
<br />Restated Certificate of Incorporation and By-laws of the
<br />Company and by the Indenture have been duly performed and
<br />complied with to make this Fifteenth Supplemental Indenture and
<br />the Bonds of Series J, when duly executed, authenticated (in
<br />the case of such Bonds) and delivered, valid, binding and legal
<br />instruments in accordance with their respective terms;
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<br />NOW, THEREFORE, THIS FIFTEENTH SUPPLEMENTAL INDENTURE
<br />WITNESSETH:
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<br />That the Company covenants and agrees with the Trustees and
<br />with the respective holders from time to time of the Bonds and
<br />coupons issued and to be issued under the Indenture as follows:
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