                             UNITED STATES DISTRICT COURT
                             FOR THE DISTRICT OF COLUMBIA



  IN RE: RAIL FREIGHT FUEL
  SURCHARGE ANTITRUST LITIGATION
                                                      MDL Docket No. 1869
 This document relates to:                            Misc. No. 07-489 (PLF/JMF/AK)

 ALL DIRECT PURCHASER CASES



                                              ORDER

       In accordance with the accompanying memorandum opinion, the following is, hereby,

       ORDERED Plaintiffs’ Motion to Compel Production of Documents [#340]1 is

GRANTED IN PART AND DENIED IN PART. It is further, hereby,

       ORDERED that BNSF produce for an in camera review the five AAR-related

documents to which plaintiffs object to the application of the attorney-client privilege. The

documents should be produced to chambers within five days of this Order. It is further, hereby,

       ORDERED that UP produce for an in camera review the one document (PRIV-M-772)

to which plaintiffs object to the application of the attorney-client privilege based on the subject

matter (“client communication to attorney re attorney directed memorandum re telephone call

with BNSF and request for attorney advice re revisions to memorandum”). The documents

should be produced to chambers within five days of this Order. It is further, hereby,

       ORDERED that plaintiffs’ motion to compel documents prepared in connection with


       1
          The motion to compel was filed under seal. Pursuant to the protection order in this case,
plaintiffs also filed a public version of the motion. Both the sealed motion and the public version
bear their own docket number. This opinion will refer to the docket number of the public filings
of all documents.
STB proceedings and designated as protected by work-product privilege is DENIED.

Defendants will not have to produce these documents. It is further, hereby,

       ORDERED that BNSF will produce for an in camera review those documents related to

the STB hearings which BNSF withheld pursuant to the attorney-client privilege only, including:

BNSF_LOG0000786-787, BNSF_LOG0000788-789, BNSF_LOG0002184,

BNSF_LOG0002238, BNSF_LOG0002273-274, BNSF_LOG0010048-049,

BNSF_LOG0010071, BNSF_LOG0010455-056, BNSF_LOG0011328, BNSF_LOG0011337,

and BNSF_LOG0011338. The documents should be produced to chambers within five days of

this Order.

       SO ORDERED.                                                Digitally signed by
                                                                  John M. Facciola
                                                                  Date: 2010.06.07
                                                                  14:13:44 -04'00'
                                            __________________________________________
                                            JOHN M. FACCIOLA
                                            UNITED STATES MAGISTRATE JUDGE
