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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
     In the Matter of                        )   File No. EB-08-IH-5318      
                                                                             
     BNSF Railway Company                    )   File No. EB-09-IH-1703      
                                                                             
     Licensee of Various Authorizations in   )   NAL Acct. No. 201032080013  
     the Wireless Radio Services                                             
                                             )   FRN No. 0004772877          
                                                                             
                                             )                               


                                     ORDER

   Adopted: December 14, 2009 Released: December 14, 2009

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau and BNSF Railway Company ("BNSF"). The
       Consent Decree terminates an investigation by the Bureau of BNSF's
       compliance with Section 310(d) of the Communications Act of 1934, as
       amended, relating to assignments of licenses, and Section 1.17 of the
       Commission's Rules, relating to truthful statements to the Commission.

    2. The Bureau and BNSF have negotiated the terms of the Consent Decree
       that resolve this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether BNSF possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the Act,
       and Sections 0.111 and 0.311 of the Commission's Rules, the Consent
       Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by First Class United States Mail to Jack Richards,
       Esq., Keller & Heckman LLP, 1001 G Street, N.W., Suite 500 West,
       Washington, DC 20001.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

   47 U.S.C. S: 310(d)

   47 C.F.R. S: 1.17

   47 U.S.C. S: 154(i)

   47 C.F.R. S:S: 0.111, 0.311

   Federal Communications Commission DA 09-2584

   2

   Federal Communications Commission DA 09-2584