Burlington Northern Santa Fe, Llc Sample Contracts

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT July 25, 2018 (August 2nd, 2018)

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 – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of August 2, 2018 to INDENTURE Dated as of December 1, 1995 4.150% Debentures due December 15, 2048 (August 2nd, 2018)

TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of August 2, 2018 (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 (the “Trustee”), having a corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (such address, as changed from time to time by the Trustee with notice to the Holders, the “Corporate Trust Office”).

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of August 2, 2018 (August 2nd, 2018)

The undersigned, Paul Bischler, Vice President – Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, AVP Treasury & Risk Management and Assistant Treasurer, 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 April 18, 2016 and March 6, 2017 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 b

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTIETH SUPPLEMENTAL INDENTURE Dated as of March 5, 2018 to INDENTURE Dated as of December 1, 1995 4.050% Debentures due June 15, 2048 (March 5th, 2018)

TWENTIETH SUPPLEMENTAL INDENTURE, dated as of March 5, 2018 (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 (the “Trustee”), having a corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (such address, as changed from time to time by the Trustee with notice to the Holders, the “Corporate Trust Office”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT February 26, 2018 (March 5th, 2018)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 5, 2018 (March 5th, 2018)

The undersigned, Paul Bischler, Vice President - Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, AVP Treasury & Risk Management and Assistant Treasurer, 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 April 6, 2015, April 18, 2016 and March 6, 2017 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

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT March 6, 2017 (March 9th, 2017)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 9, 2017 (March 9th, 2017)

The undersigned, Paul Bischler, Vice President – Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, AVP Treasury & Risk Management and Assistant Treasurer, 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 April 6, 2015 and April 18, 2016 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 b

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee NINETEENTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2017 to INDENTURE Dated as of December 1, 1995 3.250% Debentures due June 15, 2027 4.125% Debentures due June 15, 2047 (March 9th, 2017)

NINETEENTH SUPPLEMENTAL INDENTURE, dated as of March 9, 2017 (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 (the “Trustee”), having a corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (such address, as changed from time to time by the Trustee with notice to the Holders, the “Corporate Trust Office”).

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee EIGHTEENTH SUPPLEMENTAL INDENTURE Dated as of May 16, 2016 to INDENTURE Dated as of December 1, 1995 3.900% Debentures due August 1, 2046 (May 16th, 2016)

EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of May 16, 2016 (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 (the “Trustee”), having a corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas 77002 (such address, as changed from time to time by the Trustee with notice to the Holders, the “Corporate Trust Office”).

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of May 16, 2016 (May 16th, 2016)

The undersigned, Paul Bischler, Vice President – Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, AVP Treasury and Risk Management and Assistant Treasurer, 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 April 6, 2015 and April 18, 2016 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

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT May 9, 2016 (May 10th, 2016)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of August 20, 2015 (August 20th, 2015)

The undersigned, Paul Bischler, Vice President – Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, General Director – Finance and Assistant Treasurer, 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 6, 2013, April 28, 2014 and April 6, 2015 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 supplemented by the Fifth Supplem

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of August 20, 2015 to INDENTURE Dated as of December 1, 1995 3.650% Debentures due September 1, 2025 4.700% Debentures due September 1, 2045 (August 20th, 2015)

SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of August 20, 2015 (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”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT August 13, 2015 (August 14th, 2015)

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 – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2015 to INDENTURE Dated as of December 1, 1995 3.000% Debentures due April 1, 2025 4.150% Debentures due April 1, 2045 (March 9th, 2015)

SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of March 9, 2015 (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”).

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 9, 2015 (March 9th, 2015)

The undersigned, Paul Bischler, Vice President – Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, General Director – Finance and Assistant Treasurer, 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 6, 2013, July 22, 2013 and April 28, 2014 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 supplemented by the Fifth Supplem

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT March 4, 2015 (March 5th, 2015)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of August 18, 2014 (August 18th, 2014)

The undersigned, Paul Bischler, Vice President-Finance & Chief Sourcing Officer and Treasurer, and Beth A. Miller, General Director-Finance and Assistant Treasurer, 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 6, 2013, July 22, 2013 and April 28, 2014 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 supplemented by the Fifth Supplementa

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of August 18, 2014 to INDENTURE Dated as of December 1, 1995 3.400% Debentures due September 1, 2024 4.550% Debentures due September 1, 2044 (August 18th, 2014)

FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of August 18, 2014 (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”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT August 11, 2014 (August 12th, 2014)

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 – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of March 7, 2014 to INDENTURE Dated as of December 1, 1995 3.750% Debentures due April 1, 2024 4.900% Debentures due April 1, 2044 (March 7th, 2014)

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of March 7, 2014 (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”).

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 7, 2014 (March 7th, 2014)

The undersigned, C. Alec Vincent, Assistant Vice President — Finance and Treasurer, and Beth A. Miller, General Director — Finance and Assistant Treasurer, 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 6, 2013 and July 22, 2013 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 supplemented by the Fifth Supplemental Indenture, dated as of

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT March 4, 2014 (March 5th, 2014)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of August 22, 2013 (August 22nd, 2013)

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 January 31, 2013, May 6, 2013 and July 22, 2013 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 supplemented by the Fifth Supplemental Indenture, dated as of February

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of August 22, 2013 to INDENTURE Dated as of December 1, 1995 3.850% Debentures due September 1, 2023 5.150% Debentures due September 1, 2043 (August 22nd, 2013)

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of August 22, 2013 (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”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT August 13, 2013 (August 14th, 2013)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 12, 2013 (March 12th, 2013)

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 March 1, 2011, January 24, 2012, July 12, 2012 and January 31, 2013 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 supplemented by the Fifth Supplemental Indenture,

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of March 12, 2013 to INDENTURE Dated as of December 1, 1995 3.00% Debentures due March 15, 2023 4.45% Debentures due March 15, 2043 (March 12th, 2013)

TWELFTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2013 (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”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT March 5, 2013 (March 8th, 2013)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of August 23, 2012 (August 23rd, 2012)

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 March 1, 2011, January 24, 2012 and July 12, 2012 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 supplemented by the Fifth Supplemental Indenture, dated as of Februa

Burlington Northern Santa Fe, Llc – BURLINGTON NORTHERN SANTA FE, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of August 23, 2012 to INDENTURE Dated as of December 1, 1995 3.050% Debentures due September 1, 2022 4.375% Debentures due September 1, 2042 (August 23rd, 2012)

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of August 23, 2012 (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”).

Burlington Northern Santa Fe, Llc – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT August 16, 2012 (August 21st, 2012)

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 – Burlington Northern Santa Fe, LLC UNDERWRITING AGREEMENT February 28, 2012 (March 2nd, 2012)

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 – BURLINGTON NORTHERN SANTA FE, LLC Certificate of Determination Dated as of March 2, 2012 (March 2nd, 2012)

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 March 1, 2011 and January 24, 2012 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 supplemented by the Fifth Supplemental Indenture, dated as of February 11, 2010, am