BURLINGTON NORTHERN SANTA FE, LLC
Certificate of Determination
Dated as of April 6, 2021
The undersigned, Beth A. Miller, Treasurer, and Julie A. Piggott, 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 (collectively, the Resolutions) of the Board of Managers of the Company adopted on May 6, 2019 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-Fourth Supplemental Indenture, dated as of April 6, 2021 (the Twenty-Fourth Supplemental Indenture), between the Company and the Trustee (together with the Twenty-Fourth Supplemental Indenture, the Indenture), there was established as of April 6, 2021 one series of securities under the Indenture with the following terms:
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The securities of the series are entitled 3.300% Debentures due September 15, 2051 (the Debentures).
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The Debentures are initially being offered in the aggregate principal amount of $925,000,000 (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.
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The principal amount of the Debentures will mature on September 15, 2051, subject to the provisions of the Indenture relating to acceleration.
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The Debentures will bear interest from April 6, 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 3.300% per annum, payable semi-annually in arrears on March 15 and September 15 of each year (each, an Interest Payment Date), commencing September 15, 2021 to the persons in whose names the Debentures are registered on the close of business on the immediately preceding March 1 and September 1, respectively, whether or not such day is a Business Day (each, a Regular Record Date).