exv4w1






Exhibit 4.1




EXECUTION VERSION




 





BURLINGTON NORTHERN SANTA FE, LLC




and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Trustee



 






SEVENTH SUPPLEMENTAL INDENTURE



Dated as of September 10, 2010



to



INDENTURE



Dated as of December 1, 1995



 





3.60% Debentures due September 1, 2020



5.05% Debentures due March 1, 2041



 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Definition of Terms

	 	 	2	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	General Terms and Conditions of the 2020 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Designation and Principal Amount

	 	 	2	 
	SECTION 2.02. Maturity

	 	 	2	 
	SECTION 2.03. Further Issues

	 	 	2	 
	SECTION 2.04. Form and Payment

	 	 	2	 
	SECTION 2.05. Global Securities

	 	 	3	 
	SECTION 2.06. Definitive Form

	 	 	3	 
	SECTION 2.07. Interest

	 	 	3	 
	SECTION 2.08. Authorized Denominations

	 	 	3	 
	SECTION 2.09. Redemption

	 	 	3	 
	SECTION 2.10. Change of Control

	 	 	5	 
	SECTION 2.11. Appointment of Agents

	 	 	7	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	General Terms and Conditions of the 2041 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Designation and Principal Amount

	 	 	8	 
	SECTION 3.02. Maturity

	 	 	8	 
	SECTION 3.03. Further Issues

	 	 	8	 
	SECTION 3.04. Form and Payment

	 	 	8	 
	SECTION 3.05. Global Securities

	 	 	8	 
	SECTION 3.06. Definitive Form

	 	 	8	 
	SECTION 3.07. Interest

	 	 	9	 
	SECTION 3.08. Authorized Denominations

	 	 	9	 
	SECTION 3.09. Redemption

	 	 	9	 
	SECTION 3.10. Change of Control

	 	 	10	 
	SECTION 3.11. Appointment of Agents

	 	 	13	 






i









 






	 	 	 	 	 
	 	 	Page
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Form of 2020 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Form of 2020 Debentures

	 	 	13	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Form of 2041 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Form of 2041 Debentures

	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Original Issue of 2020 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Original Issue of 2020 Debentures

	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Original Issue of 2041 Debentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Original Issue of 2041 Debentures

	 	 	14	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Ratification of Indenture

	 	 	14	 
	SECTION 8.02. Trustee Not Responsible for Recitals

	 	 	14	 
	SECTION 8.03. Governing Law

	 	 	14	 
	SECTION 8.04. Separability

	 	 	15	 
	SECTION 8.05. Counterparts

	 	 	15	 
	SECTION 8.06. Certain Rights of the Trustee

	 	 	15	 
	SECTION 8.07. Waiver of Trial by Jury

	 	 	15	 
	 
	EXHIBIT A Form of 2020 Debentures
	 	 	 	 
	 
	EXHIBIT B Form of 2041 Debentures
	 	 	 	 






ii









 







     SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 10, 2010 (this
“Supplemental Indenture”), between Burlington Northern Santa Fe,
LLC, a limited liability company duly formed and existing under the laws
of the State of Delaware (as successor in interest to Burlington Northern
Santa Fe Corporation), having its principal office at 2650 Lou Menk Drive,
Fort Worth, Texas 76131-2830 (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.), a national banking association, as successor in
interest to J.P. Morgan Trust Company, National Association, 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”).


          WHEREAS, the Company executed and delivered the indenture, dated as of December 1, 1995, to
the Trustee (as heretofore supplemented, the “Indenture”), to provide for the issuance of
the Company’s debentures, notes or other evidences of indebtedness (the “Securities”), to
be issued in one or more series;


          WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the
establishment of two new series of its debentures under the Indenture to be known as its “3.60%
Debentures due September 1, 2020” (the “2020
Debentures”) and “5.05% Debentures due March 1,
2041” (the “2041 Debentures” and, together with
the 2020 Debentures, the “Debentures”), the form and substance
of each such series and the terms, provisions and conditions thereof to be set forth as provided in
the Indenture and this Supplemental Indenture;


          WHEREAS, the Board of Managers of the Company, pursuant to the resolutions duly adopted on
August 23, 2010, has duly authorized the issuance of the 2020 Debentures and the 2041 Debentures,
and has authorized the proper officers of the Company to execute any and all appropriate documents
necessary or appropriate to effect each such issuance;


          WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of
Section 901(7) of the Indenture;


          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture; and


          WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company, in accordance with its terms, and to make each of the 2020 Debentures and the 2041
Debentures, each when executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and delivery of this
Supplemental Indenture has been duly authorized in all respects;


          NOW THEREFORE, in consideration of the premises and the purchase and acceptance of each of the
2020 Debentures and the 2041 Debentures by the Holders



 









 








thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and
terms of each of the 2020 Debentures and the 2041 Debentures, the Company covenants and agrees with
the Trustee, as follows:




ARTICLE I




Definitions


          SECTION 1.01. Definition of Terms. Unless the context otherwise requires:




     (a) each term defined in the Indenture has the same meaning when used in this
Supplemental Indenture;




     (b) the singular includes the plural and vice versa; and




     (c) headings are for convenience of reference only and do not affect interpretation.



ARTICLE II




General Terms and Conditions of the 2020 Debentures


          SECTION 2.01. Designation and Principal Amount. There is hereby authorized and
established a series of Securities under the Indenture, designated as the “3.60% Debentures due
September 1, 2020”, which is not limited in aggregate principal amount. The aggregate principal
amount of the 2020 Debentures to be issued shall be as set forth in any Company Order for the
authentication and delivery of the 2020 Debentures, pursuant to Section 303 of the Indenture.


          SECTION 2.02. Maturity. The Stated Maturity of principal for the 2020 Debentures
will be September 1, 2020.


          SECTION 2.03. Further Issues. The Company may from time to time, without the consent
of the Holders of the 2020 Debentures, issue additional debentures of that series. Any such
additional debentures will have the same ranking, interest rate, maturity date and other terms as
the 2020 Debentures, except for the issue date and, if applicable, the initial interest accrual
date and the initial Interest Payment Date. Any such additional debentures, together with the 2020
Debentures herein provided for, will constitute a single series of Securities under the Indenture.


          SECTION 2.04. Form and Payment. Payment of the principal of (and premium, if any)
and interest on the 2020 Debentures will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of interest may be made
by check mailed to



2









 








the address of the Person entitled thereto as such address shall appear in the Security
Register.



          SECTION 2.05. Global Securities. Upon the original issuance, the 2020 Debentures
will be represented by one or more Global Securities registered in the name of Cede & Co., the
nominee of The Depository Trust Company (“DTC”). The Company will issue the 2020
Debentures in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will
deposit the Global Securities with DTC or its custodian and register the Global Securities in the
name of Cede & Co. DTC shall be the initial Depositary for the 2020 Debentures.


          SECTION 2.06. Definitive Form. If (a) (i) the Depositary is at any time unwilling or
unable to continue as depositary for the 2020 Debentures or (ii) the Depositary has ceased to be a
clearing agency registered under the Exchange Act, and in either case a successor Depositary is not
appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred
with regard to the 2020 Debentures and has not been cured or waived, or (c) the Company at any time
and in its sole discretion and subject to the procedures of the Depositary determines not to have
the 2020 Debentures represented by Global Securities, the Company may issue the 2020 Debentures in
definitive form in exchange for such Global Securities. In any such instance, an owner of a
beneficial interest in 2020 Debentures will be entitled to physical delivery in definitive form of
2020 Debentures, equal in principal amount to such beneficial interest and to have 2020 Debentures
registered in its name as shall be established in a Company Order.


          SECTION 2.07. Interest. The 2020 Debentures will bear interest (computed on the
basis of a 360-day year consisting of twelve 30-day months) from September 10, 2010 at the rate of
3.60% per annum, payable semiannually; interest payable on each Interest Payment Date will include
interest accrued from September 10, 2010, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for; the Interest Payment Dates on which such interest
shall be payable are March 1 and September 1, commencing on March 1, 2011; and the Regular Record
Date for the interest payable on any Interest Payment Date is the close of business on February 15
or August 15, as the case may be, next preceding the relevant Interest Payment Date, whether or not
that day is a Business Day.


          SECTION 2.08. Authorized Denominations.The 2020 Debentures shall be issuable in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


          SECTION 2.09. Redemption. At any time before June 1, 2020, the 2020 Debentures are
subject to redemption upon not less than 30 and not more than 60 days’ notice by mail, as a whole
or in part, at the election of the Company, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of the 2020 Debentures to be redeemed or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon (not including any portion of
such interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined



3









 








below), plus 15 basis points, plus in either case any accrued and unpaid interest thereon to
the Redemption Date. The Independent Investment Banker (as defined below) will calculate the
Redemption Price.



          At any time on or after June 1, 2020, the 2020 Debentures are subject to redemption upon not
less than 30 and not more than 60 days’ notice by mail, as a whole or in part, at the election of
the Company, at a Redemption Price equal to 100% of the principal amount of the 2020 Debentures to
be redeemed plus accrued and unpaid interest thereon to the Redemption Date.


          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.


          “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the 2020
Debentures that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity with the
remaining term of the 2020 Debentures.


          “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.


          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.


          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.


          “Reference Treasury Dealer” means each of Banc of America Securities LLC, Barclays
Capital Inc. and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities,
LLC and their respective successors and one other nationally recognized investment banking firm
that is a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”) specified from time to time by the Company; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Company shall replace that former dealer
with another Primary Treasury Dealer.


          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of the 2020 Debentures to be



4









 








redeemed. Notwithstanding Section 1104 of the Indenture, such notice, if relating to a
redemption under the first paragraph of this Section, need not set forth the Redemption Price but
only the manner of calculation thereof. The Company shall give the Trustee notice of such
Redemption Price promptly after the calculation thereof and the Trustee shall have no
responsibility for such calculation.



          Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the 2020 Debentures or portions thereof called for
redemption.


          SECTION 2.10. Change of Control. (a) Upon the occurrence of a Change of Control
Repurchase Event, unless the Company has exercised its right to redeem all 2020 Debentures in
accordance with the redemption terms as set forth in the 2020 Debentures by giving notice of such
redemption to the Holders of the 2020 Debentures pursuant to Section 1104 of the Indenture prior to
the Change of Control Repurchase Event, the Company shall make an irrevocable offer to each Holder
of 2020 Debentures to repurchase all or any part (in integral multiples of $1,000) of such Holder’s
2020 Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of
2020 Debentures repurchased plus any accrued and unpaid interest on the 2020 Debentures repurchased
to, but not including, the date of repurchase (the “Repurchase Price”).


          (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but in either case, after the public announcement of the
transaction that constitutes or may constitute the Change of Control, the Company shall mail to
each Holder of 2020 Debentures, with a copy to the Trustee, a notice:




     (i) describing the transaction or transactions that constitute or may constitute the
Change of Control Repurchase Event;




     (ii) offering to repurchase all 2020 Debentures tendered;




     (iii) setting forth the payment date for the repurchase of the 2020 Debentures, which
date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Repurchase Date”);




     (iv) if mailed prior to the date of consummation of the Change of Control, stating
that the offer to repurchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the Repurchase Date;




     (v) disclosing that any 2020 Debenture not tendered for repurchase will continue to
accrue interest; and




     (vi) specifying the procedures for tendering 2020 Debentures.


          (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the



5









 








extent those laws and regulations are applicable in connection with the repurchase of the 2020
Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this Section 2.10, the
Company shall comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this by virtue of such conflict.



          (d) On the Repurchase Date following a Change of Control Repurchase Event, the Company shall,
to the extent lawful:




     (i) accept for payment all 2020 Debentures or portions thereof properly tendered
pursuant to such offer;




     (ii) deposit with the Trustee an amount equal to the aggregate Repurchase Price in
respect of all 2020 Debentures or portions thereof properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the 2020 Debentures properly
accepted, together with an Officers’ Certificate of the Company stating the aggregate
principal amount of 2020 Debentures or portions thereof being repurchased by the Company.


          (e) The Trustee will promptly mail to each Holder of 2020 Debentures properly tendered, the
Repurchase Price for such 2020 Debentures, and the Trustee, upon the execution and delivery by the
Company of such 2020 Debentures, will promptly authenticate and cause to be transferred by
book-entry to each Holder a new 2020 Debenture equal in principal amount to any unpurchased portion
of any 2020 Debentures surrendered; provided that each new 2020 Debenture will be in a principal
amount of a minimum denomination of $2,000 and an integral multiple of $1,000 in excess thereof


          (f) The Company shall not be required to make an offer to repurchase the 2020 Debentures upon
a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all 2020 Debentures properly tendered and not withdrawn under its offer.


          (g) Solely for purposes of this Section 2.10 in connection with the 2020 Debentures, the
following terms shall have the following meanings:


          “Below Investment Grade Ratings Event” means that on any day within the 60-day period
(which period shall be extended so long as the rating of the 2020 Debentures is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier
of (i) the occurrence of a Change of Control; or (ii) public notice of the occurrence of a Change
of Control or the intention by the Company to effect a Change of Control, the 2020 Debentures are
rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a
Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control




6












 




(and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the
definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the
reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of
any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control shall have occurred at the time
of such ratings reduction).




          “Change of Control” means the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as
those terms are used in Section 13(d)(3) of the Exchange Act), other than Berkshire Hathaway Inc.,
its Subsidiaries, or its or such Subsidiaries’ employee benefit plans, becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power
rather than number of shares.




          “Change of Control Repurchase Event” means the occurrence of both a Change of Control
and a Below Investment Grade Ratings Event.




          “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor ratings category of Moody’s); a rating of BBB- or better by S&P (or its
equivalent under any successor ratings category of S&P); and the equivalent investment grade credit
rating from any additional Rating Agency or Rating Agencies selected by the Company.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Rating Agency” means (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P
ceases to rate the 2020 Debentures or fails to make a rating of the 2020 Debentures publicly
available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by
the Company (as certified by a written consent or resolution of the Company’s board of managers) as
a replacement agency for Moody’s or S&P, or both of them, as the case may be.




          “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.




          “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date means the capital stock (or other equity interests) of such person
that is at the time entitled to vote generally in the election of the board of directors (or other
equivalent body) of such person.




          SECTION 2.11. Appointment of Agents. The Trustee will initially be the Security
Registrar and Paying Agent for the 2020 Debentures and will act as such only at its corporate trust
offices in New York, New York.







7









 








ARTICLE III




General Terms and Conditions of the 2041 Debentures



          SECTION 3.01. Designation and Principal Amount. There is hereby authorized and
established a series of Securities under the Indenture, designated as the “5.05% Debentures due
March 1, 2041”, which is not limited in aggregate principal amount. The aggregate principal amount
of the 2041 Debentures to be issued shall be as set forth in any Company Order for the
authentication and delivery of the 2041 Debentures, pursuant to Section 303 of the Indenture.




          SECTION 3.02. Maturity. The Stated Maturity of principal for the 2041 Debentures
will be March 1, 2041.




          SECTION 3.03. Further Issues. The Company may from time to time, without the consent
of the Holders of the 2041 Debentures, issue additional debentures of that series. Any such
additional debentures will have the same ranking, interest rate, maturity date and other terms as
the 2041 Debentures, except for the issue date and, if applicable, the initial interest accrual
date and the initial Interest Payment Date. Any such additional debentures, together with the 2041
Debentures herein provided for, will constitute a single series of Securities under the Indenture.




          SECTION 3.04. Form and Payment. Payment of the principal of (and premium, if any)
and interest on the 2041 Debentures will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register.




          SECTION 3.05. Global Securities. Upon the original issuance, the 2041 Debentures
will be represented by one or more Global Securities registered in the name of Cede & Co., the
nominee of The Depository Trust Company (“DTC”). The Company will issue the 2041
Debentures in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will
deposit the Global Securities with DTC or its custodian and register the Global Securities in the
name of Cede & Co. DTC shall be the initial Depositary for the 2041 Debentures.




          SECTION 3.06. Definitive Form. If (a) (i) the Depositary is at any time unwilling or
unable to continue as depositary for the 2041 Debentures or (ii) the Depositary has ceased to be a
clearing agency registered under the Exchange Act, and in either case a successor Depositary is not
appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred
with regard to the 2041 Debentures and has not been cured or waived, or (c) the Company at any time
and in its sole discretion and subject to the procedures of the Depositary determines not to have
the 2041 Debentures represented by Global Securities, the Company may issue the 2041







8









 







Debentures in definitive form in exchange for such Global Securities. In any such instance, an
owner of a beneficial interest in 2041 Debentures will be entitled to physical delivery in
definitive form of 2041 Debentures, equal in principal amount to such beneficial interest and to
have 2041 Debentures registered in its name as shall be established in a Company Order.




          SECTION 3.07. Interest. The 2041 Debentures will bear interest (computed on the
basis of a 360-day year consisting of twelve 30-day months) from September 10, 2010 at the rate of
5.05% per annum, payable semiannually; interest payable on each Interest Payment Date will include
interest accrued from September 10, 2010, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for; the Interest Payment Dates on which such interest
shall be payable are March 1 and September 1, commencing on March 1, 2011; and the Regular Record
Date for the interest payable on any Interest Payment Date is the close of business on February 15
or August 15, as the case may be, next preceding the relevant Interest Payment Date, whether or not
that day is a Business Day.




          SECTION 3.08. Authorized Denominations.The 2041 Debentures shall be issuable in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          SECTION 3.09. Redemption. At any time before September 1, 2040, the 2041 Debentures
are subject to redemption upon not less than 30 and not more than 60 days’ notice by mail, as a
whole or in part, at the election of the Company, at a Redemption Price equal to the greater of (i)
100% of the principal amount of the 2041 Debentures to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any
portion of such interest accrued as of the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
(as defined below), plus 25 basis points, plus in either case any accrued and unpaid interest
thereon to the Redemption Date. The Independent Investment Banker (as defined below) will
calculate the Redemption Price.




          At any time on or after September 1, 2040, the 2041 Debentures are subject to redemption upon
not less than 30 and not more than 60 days’ notice by mail, as a whole or in part, at the election
of the Company, at a Redemption Price equal to 100% of the principal amount of the 2041 Debentures
to be redeemed plus accrued and unpaid interest thereon to the Redemption Date.




          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the 2041
Debentures that would be used, at the time of selection and in







9









 







accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity with the remaining term of the 2041 Debentures.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.




          “Reference Treasury Dealer” means each of Banc of America Securities LLC, Barclays
Capital Inc. and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities,
LLC and their respective successors and one other nationally recognized investment banking firm
that is a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”) specified from time to time by the Company; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Company shall replace that former dealer
with another Primary Treasury Dealer.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of the 2041 Debentures to be redeemed. Notwithstanding Section 1104
of the Indenture, such notice, if relating to a redemption under the first paragraph of this
Section, need not set forth the Redemption Price but only the manner of calculation thereof. The
Company shall give the Trustee notice of such Redemption Price promptly after the calculation
thereof and the Trustee shall have no responsibility for such calculation.




          Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the 2041 Debentures or portions thereof called for
redemption.




          SECTION 3.10. Change of Control. (a) Upon the occurrence of a Change of Control
Repurchase Event, unless the Company has exercised its right to redeem all 2041 Debentures in
accordance with the redemption terms as set forth in the 2041 Debentures by giving notice of such
redemption to the Holders of the 2041 Debentures pursuant to Section 1104 of the Indenture prior to
the Change of Control Repurchase Event, the Company shall make an irrevocable offer to each Holder
of 2014 Debentures to repurchase all or any part (in integral multiples of $1,000) of such Holder’s







10









 







2041 Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of
2041 Debentures repurchased plus any accrued and unpaid interest on the 2041 Debentures repurchased
to, but not including, the date of repurchase (the “Repurchase Price”).




          (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but in either case, after the public announcement of the
transaction that constitutes or may constitute the Change of Control, the Company shall mail to
each Holder of 2041 Debentures, with a copy to the Trustee, a notice:





     (i) describing the transaction or transactions that constitute or may constitute the
Change of Control Repurchase Event;




     (ii) offering to repurchase all 2041 Debentures tendered;




     (iii) setting forth the payment date for the repurchase of the 2041 Debentures, which
date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Repurchase Date”);




     (iv) if mailed prior to the date of consummation of the Change of Control, stating
that the offer to repurchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the Repurchase Date;




     (v) disclosing that any 2041 Debenture not tendered for repurchase will continue to
accrue interest; and




     (vi) specifying the procedures for tendering 2041 Debentures.



          (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the 2041 Debentures as a result of a Change of
Control Repurchase Event. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Section 2.10, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this
by virtue of such conflict.




          (d) On the Repurchase Date following a Change of Control Repurchase Event, the Company shall,
to the extent lawful:





     (i) accept for payment all 2041 Debentures or portions thereof properly tendered
pursuant to such offer;




     (ii) deposit with the Trustee an amount equal to the aggregate Repurchase Price in
respect of all 2041 Debentures or portions thereof properly tendered; and



11









 






     (iii) deliver or cause to be delivered to the Trustee the 2041 Debentures properly
accepted, together with an Officers’ Certificate of the Company stating the aggregate
principal amount of 2041 Debentures or portions thereof being repurchased by the Company.



          (e) The Trustee will promptly mail to each Holder of 2041 Debentures properly tendered, the
Repurchase Price for such 2041 Debentures, and the Trustee, upon the execution and delivery by the
Company of such 2041 Debentures, will promptly authenticate and cause to be transferred by
book-entry to each Holder a new 2041 Debenture equal in principal amount to any unpurchased portion
of any 2041 Debentures surrendered; provided that each new 2041 Debenture will be in a principal
amount of a minimum denomination of $2,000 and an integral multiple of $1,000 in excess thereof




          (f) The Company shall not be required to make an offer to repurchase the 2041 Debentures upon
a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all 2041 Debentures properly tendered and not withdrawn under its offer.




          (g) Solely for purposes of this Section 2.10 in connection with the 2041 Debentures, the
following terms shall have the following meanings:




          “Below Investment Grade Ratings Event” means that on any day within the 60-day period
(which period shall be extended so long as the rating of the 2041 Debentures is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier
of (i) the occurrence of a Change of Control; or (ii) public notice of the occurrence of a Change
of Control or the intention by the Company to effect a Change of Control, the 2041 Debentures are
rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a
Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change
of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to
which this definition would otherwise apply do not announce or publicly confirm or inform the
Trustee in writing that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of such
ratings reduction).




          “Change of Control” means the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as
those terms are used in Section 13(d)(3) of the Exchange Act), other than Berkshire Hathaway Inc.,
its Subsidiaries, or its or such Subsidiaries’ employee benefit plans, becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the







12









 







Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power
rather than number of shares.




          “Change of Control Repurchase Event” means the occurrence of both a Change of Control
and a Below Investment Grade Ratings Event.




          “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor ratings category of Moody’s); a rating of BBB- or better by S&P (or its
equivalent under any successor ratings category of S&P); and the equivalent investment grade credit
rating from any additional Rating Agency or Rating Agencies selected by the Company.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Rating Agency” means (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P
ceases to rate the 2041 Debentures or fails to make a rating of the 2041 Debentures publicly
available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by
the Company (as certified by a written consent or resolution of the Company’s board of managers) as
a replacement agency for Moody’s or S&P, or both of them, as the case may be.




          “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.




          “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date means the capital stock (or other equity interests) of such person
that is at the time entitled to vote generally in the election of the board of directors (or other
equivalent body) of such person.




          SECTION 3.11. Appointment of Agents. The Trustee will initially be the Security
Registrar and Paying Agent for the 2041 Debentures and will act as such only at its corporate trust
offices in New York, New York.




ARTICLE IV




Form of 2020 Debentures



          SECTION 4.01. Form of 2020 Debentures. The 2020 Debentures and the Trustee’s
Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth
in Exhibit A hereto.







13









 








ARTICLE V




Form of 2041 Debentures



          SECTION 5.01. Form of 2041 Debentures. The 2041 Debentures and the Trustee’s
Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth
in Exhibit B hereto.




ARTICLE VI




Original Issue of 2020 Debentures



          SECTION 6.01. Original Issue of 2020 Debentures. The 2020 Debentures may, upon
execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall, upon Company Order, authenticate and deliver such 2020
Debentures as in such Company Order provided.




ARTICLE VII




Original Issue of 2041 Debentures



          SECTION 7.01. Original Issue of 2041 Debentures. The 2041 Debentures may, upon
execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall, upon Company Order, authenticate and deliver such 2041
Debentures as in such Company Order provided.




ARTICLE VIII




Miscellaneous



          SECTION 8.01. Ratification of Indenture. The Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and therein provided;
provided that the provisions of this Supplemental Indenture apply solely with respect to the 2020
Debentures and the 2041 Debentures.




          SECTION 8.02. Trustee Not Responsible for Recitals. The recitals herein contained
are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.




          SECTION 8.03. Governing Law. This Supplemental Indenture, each 2020 Debenture and
each 2041 Debenture shall be governed by and construed in accordance with the laws of the State of
New York.







14









 








          SECTION 8.04. Separability. In case any one or more of the provisions contained in
this Supplemental Indenture, the 2020 Debentures or the 2041 Debentures shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental Indenture or of the
Debentures, but this Supplemental Indenture, the 2020 Debentures and the 2041 Debentures shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.




          SECTION 8.05. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.




          SECTION 8.06. Certain Rights of the Trustee. No provision of the Indenture or this
Supplemental Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties thereunder, or in the exercise of
any of its rights or powers, with respect to the 2020 Debentures, the 2041 Debentures or this
Supplemental Indenture, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.




          The Trustee shall not be deemed to have notice or knowledge of any default or Event of Default
with respect to a series of Debentures unless a Responsible Officer of the Trustee in its Corporate
Trust Office has actual knowledge thereof or unless written or electronic notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the existence of a default or Event of Default, the Debentures of such
series and this Indenture. When used in this paragraph, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to a
series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by
unsecured electronic transmission; provided, however, that (1) the party providing such written
notice, subsequent to such transmission of written notice, shall provide the originally executed
notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed
by an authorized representative of the party providing such notice. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent
notice.




          With respect to this Supplemental Indenture and the Debentures, in no event shall the Trustee
be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action.




          SECTION 8.07. Waiver of Trial by Jury. EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBENTURES OR THE TRANSACTIONS CONTEMPLATED THEREBY.









15









 








          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.





	 	 	 	 	 
	 	BURLINGTON NORTHERN SANTA FE, LLC

 	 
	 	By:  	/s/ Thomas N. Hund	 
	 	 	Name:  	Thomas N. Hund	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer	 
	 
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., AS TRUSTEE

 	 
	 	By  	/s/
Kash Asghar	 
	 	 	Name:  	Kash Asghar	 
	 	 	Title:  	Senior Associate	 
	 



Signature Page to Seventh Supplemental Indenture

















 








EXHIBIT
A


FORM OF 2020 DEBENTURES




Burlington Northern Santa Fe, LLC

3.60% Debenture due September 1, 2020



			
	 	 	 
	REGISTERED
	 	 $
	No. R-
	 	 CUSIP No. 12189LAB7





This Security is a Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged
in whole or in part for a Security registered, and no transfer of this Security in whole or in part
may be registered, in the name of any Person other than such Depositary or a nominee thereof,
except in the limited circumstances described in the Indenture.




          BURLINGTON NORTHERN SANTA FE, LLC, a limited liability company duly formed and existing under
the laws of Delaware (herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ($) on September 1, 2020, and to pay interest thereon
from September 10, 2010 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 1 and September 1 in each year, commencing March
1, 2011, at the rate of 3.60% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.




          Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the
option of the Company payment of
















 







interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.





2











 




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 	 	 

	Dated: 	 	BURLINGTON NORTHERN SANTA FE, LLC
	 
	 	 	 	 	 	 
	 
	 

	 	by 	 	 	 	 
	 

	 	 	Name:	
  Thomas N. Hund
	 	 
	 

	 	 	Title:	  Executive Vice President and Chief 
  Financial Officer	 	 






Attest:




	 	 	 

	 
	 

Jeffrey T. Williams

	 	 
	Assistant Secretary
	 	 












 









 








CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 

	Dated:	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	 
	 	 
	 

	 	 
	 	 

Authorized Signatory
	 	 






 









 





[REVERSE OF 2020 DEBENTURE]



          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of December 1, 1995, between the Company, as successor in interest to Burlington Northern Santa
Fe Corporation, 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 to J.P. Morgan Trust Company, National Association, as
successor in interest to Bank One Trust Company, N.A., as successor to The First National Bank of
Chicago, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), as supplemented by the Seventh Supplemental Indenture, dated as of September
10, 2010, between the Company and the Trustee (herein called the “Indenture”, which term
shall have the meaning assigned to it in such instrument), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in the aggregate principal amount of
$250,000,000. The Company may, without the consent of the Holders of the Securities of this
series, issue additional Securities of this series and thereby increase such principal amount in
the future, on the same terms and conditions and with the same CUSIP number as this Security,
except as provided in said Seventh Supplemental Indenture.


          At any time before June 1, 2020, the Securities of this series are subject to redemption upon
not less than 30 and not more than 60 days’ notice by mail, as a whole or in part, at the election
of the Company, at a Redemption Price equal to the greater of (i) 100% of the principal amount of
the Securities of this series to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion of such interest
accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in
said Seventh Supplemental Indenture), plus 15 basis points, plus in either case any accrued and
unpaid interest thereon to the Redemption Date. The Independent Investment Banker (as defined in
said Seventh Supplemental Indenture) will calculate the Redemption Price.


          At any time on or after June 1, 2020, the Securities of this series are subject to redemption
upon not less than 30 and not more than 60 days’ notice by mail, as a whole or in part, at the
election of the Company, at a Redemption Price equal to 100% of the principal amount of the
Securities of this series to be redeemed plus accrued and unpaid interest thereon to the Redemption
Date.


          In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the
Holder, upon the cancellation hereof.


          Upon the occurrence of a Change of Control Repurchase Event (as defined in said Seventh
Supplemental Indenture), unless the Company has exercised its right of






 









 








redemption as described above by giving notice of such redemption to the Holders of the
Securities of this series pursuant to Section 1104 of the Indenture prior to the Change of Control
Repurchase Event, each Holder of Securities of this series shall have the right to require the
Company to repurchase all or any part (in integral multiples of $1,000) of such Holder’s Securities
pursuant to the Change of Control notice as provided in, and subject to the terms of, said Seventh
Supplemental Indenture at a purchase price in cash equal to 101% of the aggregate principal amount
of the Securities of this series repurchased, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase.



          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.


          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.


          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any






2









 








payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein (or in the case of a redemption on or after the Redemption Date).



          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.


          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.


          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.









3









 








EXHIBIT B




FORM OF 2041 DEBENTURES



Burlington Northern Santa Fe, LLC

5.05% Debenture due March 1, 2041



			
	REGISTERED
	 	$
	No. R-
	 	CUSIP No. 12189LAC5






This Security is a Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged
in whole or in part for a Security registered, and no transfer of this Security in whole or in part
may be registered, in the name of any Person other than such Depositary or a nominee thereof,
except in the limited circumstances described in the Indenture.



          BURLINGTON NORTHERN SANTA FE, LLC, a limited liability company duly formed and existing under
the laws of Delaware (herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of  ($) on March 1, 2041, and to pay interest thereon from
September 10, 2010 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 1 and September 1 in each year, commencing March 1, 2011,
at the rate of 5.05% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


          Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the
option of the Company payment of






 









 








interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.



          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.


          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.









2









 







          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 

	Dated:

	 	BURLINGTON NORTHERN SANTA FE, LLC

	 
	 	 	 	 
	 

	 	by 	 	 
	 

	 	 	 
	 

	 	 	Name: 	 Thomas N. Hund
	 

	 	 	Title: 	 Executive Vice President and 
Chief Financial Officer






Attest:




	 	 	 

	 

Jeffrey T. Williams

	 	 
	Assistant Secretary
	 	 












 









 








CERTIFICATE OF AUTHENTICATION



          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 

	Dated: 	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., as trustee
	 
	 	 	 	 	 	 
	 

	 	by
	 	 

	 	 
	 

	 	 
	 	 

Authorized Signatory
	 	 










 









 








[REVERSE OF 2041 DEBENTURE]



          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of December 1, 1995, between the Company, as successor in interest to Burlington Northern Santa
Fe Corporation, 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 to J.P. Morgan Trust Company, National Association, as
successor in interest to Bank One Trust Company, N.A., as successor to The First National Bank of
Chicago, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), as supplemented by the Seventh Supplemental Indenture, dated as of September
10, 2010, between the Company and the Trustee (herein called the “Indenture”, which term
shall have the meaning assigned to it in such instrument), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in the aggregate principal amount of
$500,000,000. The Company may, without the consent of the Holders of the Securities of this
series, issue additional Securities of this series and thereby increase such principal amount in
the future, on the same terms and conditions and with the same CUSIP number as this Security,
except as provided in said Seventh Supplemental Indenture.


          At any time before September 1, 2040, the Securities of this series are subject to redemption
upon not less than 30 and not more than 60 days’ notice by mail, as a whole or in part, at the
election of the Company, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities of this series to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such
interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in
said Seventh Supplemental Indenture), plus 25 basis points, plus in either case any accrued and
unpaid interest thereon to the Redemption Date. The Independent Investment Banker (as defined in
said Seventh Supplemental Indenture) will calculate the Redemption Price.


          At any time on or after September 1, 2040, the Securities of this series are subject to
redemption upon not less than 30 and not more than 60 days’ notice by mail, as a whole or in part,
at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the
Securities of this series to be redeemed plus accrued and unpaid interest thereon to the Redemption
Date.


          In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the
Holder, upon the cancellation hereof.


          Upon the occurrence of a Change of Control Repurchase Event (as defined in said Seventh
Supplemental Indenture), unless the Company has exercised its right of






 









 








redemption as described above by giving notice of such redemption to the Holders of the
Securities of this series pursuant to Section 1104 of the Indenture prior to the Change of Control
Repurchase Event, each Holder of Securities of this series shall have the right to require the
Company to repurchase all or any part (in integral multiples of $1,000) of such Holder’s Securities
pursuant to the Change of Control notice as provided in, and subject to the terms of, said Seventh
Supplemental Indenture at a purchase price in cash equal to 101% of the aggregate principal amount
of the Securities of this series repurchased, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase.



          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.


          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.


          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any






2









 








payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein (or in the case of a redemption on or after the Redemption Date).



          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.


          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.


          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




3