Burlington Northern Santa Fe Corporation UNDERWRITING AGREEMENT September 21, 2009Underwriting Agreement • September 24th, 2009 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating • New York
Burlington Northern Santa Fe Corporation, a Delaware corporation (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 Corporation 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 CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of September 24, 2009 to INDENTURE Dated as of December 1, 1995Fourth Supplemental Indenture • September 24th, 2009 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2009 (this “Supplemental Indenture”), between Burlington Northern Santa Fe Corporation, a corporation duly organized and existing under the laws of the State of Delaware, 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”).
