Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT August 17, 2011Underwriting Agreement • August 22nd, 2011 • Burlington Northern Santa Fe, LLC • Railroads, line-haul operating • New York
Burlington Northern Santa Fe, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein (the “Underwriting Agreement”), between the Company on the one hand and you, as Representatives of the several underwriters named in Schedule I hereto (the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Securities”). All provisions contained in the document entitled Burlington Northern Santa Fe, LLC Underwriting Agreement Standard Provisions (Debt Securities), a copy of which is attached hereto (the “Standard Provisions”), are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, terms defined in the Standard Provisions are used herein as therein defined.
BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of August 22, 2011 to INDENTURE Dated as of December 1, 1995 3.45% Debentures due September 15, 2021 4.95% Debentures...Indenture • August 22nd, 2011 • Burlington Northern Santa Fe, LLC • Railroads, line-haul operating • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of August 22, 2011 (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, having a corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (the “Trustee”).
