EX-4.2




 Exhibit 4.2 

EXECUTION VERSION 
 BURLINGTON
NORTHERN SANTA FE, LLC 
 Certificate of Determination 

Dated as of December 8, 2021 

The undersigned, Beth A. Miller, Treasurer, and Paul W. Bischler, Executive Vice President and Chief Financial Officer, each of Burlington
Northern Santa Fe, LLC (successor-in-interest 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 of the Board of Managers of the Company adopted on May 6, 2019 (the “2019 Resolutions”) and in the resolutions of the Board of Directors of the Company adopted on
June 2, 2021 (together with the 2019 Resolutions, the “Resolutions”) 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, 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”), as supplemented by the Fifth Supplemental Indenture, dated as of February 11, 2010, among Burlington Northern Santa Fe Corporation, R Acquisition Company, LLC and the Trustee,
and further supplemented by the Twenty-Fifth Supplemental Indenture, dated as of December 8, 2021 (the “Twenty-Fifth Supplemental Indenture”), between the Company and the Trustee (together with the Twenty-Fifth Supplemental Indenture,
the “Indenture”), there was established as of December 8, 2021 one series of securities under the Indenture with the following terms: 
  

	 	1.	 The securities of the series are entitled “2.875% Debentures due June 15, 2052” (the
“Debentures”). 


  

	 	2.	 The Debentures are initially being offered in the aggregate principal amount of $625,000,000 (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 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 Debentures will mature on June 15, 2052, subject to the provisions of the
Indenture relating to acceleration. 


  

	 	4.	 The Debentures will bear interest from December 8, 2021 or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or provided for, at the rate of 2.875% per annum, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing
June 15, 2022 to the persons in whose names the Debentures are registered on the close of business on the immediately preceding June 1 and December 1, respectively, whether or not such day is a Business Day (each, a “Regular
Record Date”). 














	 	5.	 Subject to paragraph 11 below, the principal of and premium (if any) 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 Twenty-Fifth 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 Twenty-Fifth Supplemental Indenture), as set forth in the Twenty-Fifth 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 11 below, the Debentures shall be issued in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. 


  

	 	10.	 Each Holder by its acceptance of a Debenture shall be deemed to have consented to the elimination of the
Replacement Capital Covenant (“Replacement Capital Covenant”), dated as of December 15, 2005, by the Company in favor of and for the benefit of each Covered Debtholder (as defined therein) and all obligations of the Company pursuant
to the Replacement Capital Covenant. This consent shall be deemed to have been made on the date of issuance of the Debentures and on each day that the Debentures remain outstanding, although the elimination of the Replacement Capital Covenant will
become operative only if the Debentures are designated to be the Covered Debt (as defined in the Replacement Capital Covenant) for purposes of the Replacement Capital Covenant. The Trustee is authorized to take any action requested by the Company to
evidence such consent without further notice to or approval of the Holders of the Debentures. 














	 	11.	 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 forms of and authorize the execution and delivery of the Debentures (copies of which are attached
as Exhibit A-1 and Exhibit A-2), and the Underwriting Agreement, dated November 29, 2021, among the Company and
Barclays Capital Inc., Morgan Stanley & Co. LLC 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 Twenty-Fifth Supplemental 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/ Beth A. Miller

		 	Name:Beth A. Miller
		 	Title:  Treasurer
		
	By	 	 /s/ Paul W. Bischler

		 	Name:Paul W. Bischler
		 	 Title:  Executive Vice President and Chief

  Financial Officer



 [Signature Page to Officers’ Certificate to the Trustee (Certificate of Determination)]