exv4w2






Exhibit 4.2




BURLINGTON NORTHERN SANTA FE, LLC




Certificate of Determination



Dated as of September 10, 2010



     The undersigned, C. Alec Vincent, Assistant Vice President – Finance and Treasurer, and
Jeffrey T. Williams, Assistant Secretary, each of Burlington Northern Santa Fe, LLC (successor to
Burlington Northern Santa Fe Corporation), a Delaware limited liability company (the “Company”), do
hereby certify that pursuant to the authority granted in the resolutions (collectively, the
“Resolutions”) of the Board of Managers of the Company adopted on August 23, 2010 and pursuant to
Sections 201, 301 and 303 of the Indenture, dated as of December 1, 1995, between the Company and
The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), as successor in interest to J.P. Morgan Trust Company, N.A., as successor in
interest to Bank One Trust Company, N.A., as successor in interest to The First National Bank of
Chicago, as Trustee (the “Trustee”), as heretofore supplemented, and further supplemented by the
Seventh Supplemental Indenture, dated as of September 10, 2010 (the “Seventh Supplemental
Indenture”), between the Company and the Trustee (together with the Seventh Supplemental Indenture,
the “Indenture”), there was established as of September 10, 2010 two series of securities under the
Indenture with the following terms:




	 	1.	 	The securities of the series are entitled (i) “3.60% Debentures due September
1, 2020” (the “2020 Debentures”) and (ii) “5.05% Debentures due March 1, 2041” (the
“2041 Debentures” and, together with the 2020 Debentures, the “Debentures”).
	 
	 	2.	 	The 2020 Debentures and the 2041 Debentures are initially being offered in
the aggregate principal amount of $250,000,000 and $500,000,000, respectively (except
for Debentures authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306, 906
or 1107 of the Indenture and any Debentures which pursuant to Section 303 are deemed
never to have been authenticated and delivered thereunder). The Company may, without
the consent of the Holders of the Debentures of a series, issue additional Debentures
of such series and thereby increase such principal amount, on the same terms and
conditions and with the same CUSIP number as the Debentures of such series.
	 
	 	3.	 	The principal amount of the 2020 Debentures will mature on September 1, 2020
and the principal amount of the 2041 Debentures will mature on March 1, 2041, subject
to the provisions of the Indenture relating to acceleration.




 









 












	 	4.	 	The 2020 Debentures will bear interest from September 10, 2010 or from the
most recent Interest Payment Date (as defined below) to which interest has been paid
or provided for, at the rate of 3.60% per annum, payable semiannually in arrears on
March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing
March 1, 2011 to the persons in whose names the 2020 Debentures are registered on the
close of business on the immediately preceding February 15 and August 15,
respectively, whether or not such day is a Business Day (each, a “Regular Record
Date”). The 2041 Debentures will bear interest from September 10, 2010 or from the
most recent Interest Payment Date to which interest has been paid or provided for, at
the rate of 5.05% per annum, payable semiannually in arrears on the Interest Payment
Dates, commencing March 1, 2011 to the persons in whose names the 2020 Debentures are
registered on the close of business on the immediately preceding Regular Record Date.
	 
	 	5.	 	Subject to paragraph 10 below, the principal of and interest on the
Debentures will be payable at the office or agency of the Company maintained for that
purpose, pursuant to the Indenture, in The City of New York, which shall be initially
the corporate trust office of the Trustee; provided, however, that at the option of
the Company, such payment of interest may be made by check mailed to the person
entitled thereto as provided in the Indenture.
	 
	 	6.	 	The Debentures will be redeemable as a whole or in part at the option of the
Company, at any time, as set forth in the Seventh Supplemental Indenture.
	 
	 	7.	 	Holders of the Debentures shall have the right to require the Company to
repurchase all or any part (in integral multiples of $1,000) of such holder’s
Debentures upon the occurrence of a Change of Control Repurchase Event (as defined in
the Seventh Supplemental Indenture), as set forth in the Seventh Supplemental
Indenture.
	 
	 	8.	 	The Debentures shall not be entitled to the benefit of any sinking fund, nor
shall the Debentures be repayable at the option of the registered Holders thereof.
	 
	 	9.	 	Subject to paragraph 10 below, the Debentures shall be issued in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
	 
	 	10.	 	Upon issuance the Debentures will be represented by one or more Global
Securities deposited with, or on behalf of, The Depository Trust Company (the
“Depositary”). Settlement for the Debentures will be made by the Underwriters (as
hereinafter defined) in immediately available funds. All




 









 






	 	 	 	payments of principal and interest shall be made by the Company in immediately
available funds as long as the Debentures are represented by Global Securities. As
long as the Debentures are represented by Global Securities registered in the name
of the Depositary or its nominee, the Debentures will trade in the Depositary’s
Same-Day Funds Settlement System, and secondary market trading activity in the
Debentures will therefore settle in immediately available funds. Except as set
forth in the Indenture or in the Prospectus Supplement relating to the Debentures,
the Debentures will not be issuable in definitive form.





     Furthermore, we hereby (i) approve the form of and authorize the execution and delivery of the
Debentures (copies of which are attached as Exhibit A-1 and Exhibit A-2), the
Underwriting Agreement, dated September 7, 2010, between the Company and Banc of America Securities
LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters listed therein (a copy of which is attached as Exhibit B), and (ii) ratify the
execution and delivery of the Indenture (a copy of which is attached as Exhibit C).



     All capitalized terms used herein and not otherwise defined shall have the meanings given such
terms in the Indenture.



[Remainder of page intentionally left blank. Signature page follows.]



 









 






     IN WITNESS WHEREOF, we have set our hands as of the date above first written.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	C. Alec Vincent

Assistant Vice President –Finance
and Treasurer 	 
	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Jeffrey T. Williams

Assistant Secretary 	 
	 



Signature Page to Officers’ Certificate to the Trustee

(Certificate of Determination)