exv4w2






Exhibit 4.2




BURLINGTON NORTHERN SANTA FE, LLC




Certificate of Determination



Dated as of May 17, 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 May 10, 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
Sixth Supplemental Indenture, dated as of May 17, 2010 (the “Sixth Supplemental Indenture”),
between the Company and the Trustee (together with the Sixth Supplemental Indenture, the
“Indenture”), there was established as of May 17, 2010 a series of securities under the Indenture
with the following terms:




	 	1.	 	The securities of the series are entitled “5.75% Debentures due May 1, 2040”
(the “Debentures”).
	 
	 	2.	 	The Debentures are initially being offered in the aggregate principal amount of
$750,000,000 (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, issue additional
Debentures 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 Debentures will mature on May 1, 2040, subject to
the provisions of the Indenture relating to acceleration.
	 
	 	4.	 	The Debentures will bear interest from May 17, 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 5.75% per annum, payable semiannually in arrears on May 1 and
November 1 of each year (each, an “Interest Payment Date”), commencing November 1, 2010
to the persons in whose names the Debentures are registered on the close of business on
the immediately preceding April 15 and October 15, respectively, whether or not such
day is a Business Day (each, a “Regular Record Date”).




 









 






	 	5.	 	Subject to Section 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 Sixth 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 Sixth Supplemental Indenture), as set forth in the Sixth 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 Notes are represented
by Global Securities registered in the name of the Depositary or its nominee, the Notes
will trade in the Depositary’s Same-Day Funds Settlement System, and secondary market
trading activity in the Notes 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 (a copy of which is attached as Exhibit A) and the Underwriting Agreement, dated
May 12, 2010, between the Company and Banc of America Securities LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc., 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:  	
/s/ C. Alec Vincent 	 
	 	 	C. Alec Vincent 	 
	 	 	Assistant Vice President – Finance

and Treasurer 	 
	 
	 	 	 
	 	By:  	/s/ Jeffrey T. Williams 	 
	 	 	Jeffrey T. Williams 	 
	 	 	Senior General Attorney and Assistant

Secretary