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I <br />�:_. -_. <br />11 <br />87- 1042'7 B <br />ARTICLE III <br />s <br />AMENDMENT TO INDENTURE <br />SECTION 3.01. Article Four of the Original <br />Mortgage is hereby supplemented and amended so as to insert <br />therein, immediately following Section 4.14 thereof, a new <br />Section 4.15, reading as follows: <br />SECTION 4.15. Notwithstanding any other provision <br />of this Indenture so long as any Bonds of Series I are <br />outstanding (as such term is defined in Section 11.02), the <br />Company will not, nor will it permit any of its subsidiaries <br />to, issue, assume, create or incur any indebtedness for <br />borrowed money under the Great Northern Mortgage, Northern <br />Pacific Prior Lien Mortgage, Northern Pacific General Lien <br />Mortgage and the Burlington Mortgage, except that Present <br />Prior Lien Securities may be issued under any such mortgage <br />for immediate pledge under this Indenture. <br />SECTION 3.02. Article Seven of the Original <br />Mortgage is hereby supplemented and amended so as to delete <br />Section 7.01(5) therein, and to insert immediately following <br />Section 7.01(4) thereof, new clauses (5) and (6) reading as <br />follows: <br />(5) if a court having jurisdiction in the premises <br />enters (A) a decree or order for relief in respect of <br />the Company in an involuntary case or proceeding under <br />any applicable Federal or State bankruptcy, insolvency, <br />x <br />reorganization or other similar law or (B) a decree or <br />order adjudging the Company a bankrupt or insolvent, or <br />approving as properly filed a petition seeking reorgan- <br />ization, arrangement, adjustment or composition of or <br />in respect of the Company under any applicable Federal <br />or State law, or appointing a custodian, receiver, <br />liquidator, assignee, trustee, sequestrator or other <br />similar official of the Company or of any substantial <br />part of its property, or ordering the winding up or <br />liquidation of its affairs, and the continuance of any <br />such decree or order for relief or any such other <br />decree or order unstayed and in effect for a period of <br />60 consecutive days; or <br />(6) if the Company commences a voluntary case or <br />proceeding under any applicable Federal or State <br />bankruptcy, insolvency, reorganization or other similar <br />law or any other case or proceeding to be adjudicated a <br />bankrupt or insolvent, or consents to the entry of a <br />I <br />�:_. -_. <br />