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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                       )                           
                                                                   
                                       )                           
                                                                   
                                       )                           
                                                                   
     Metrocast, a subsidiary of        )                           
                                                                   
     Harron Entertainment Company      )   File No. EB-08-SE-1074  
                                                                   
     Order Adopting Protective Order   )                           
                                                                   
                                       )                           
                                                                   
                                       )                           
                                                                   
                                       )                           


                                PROTECTIVE ORDER

    

   Adopted: November 12, 2008 Released: November 13, 2008

   By the Chief, Enforcement Bureau:

    1. On October 30, 2008, the Enforcement Bureau ("Bureau") sent a Letter
       of Inquiry ("LOI") to Harron Entertainment Company ("Company") seeking
       information concerning potential violations of various requirements of
       the Communications Act of 1934, as amended ("Act") and  the
       Commission's rules ("Rules"), including, but not limited to, 47 U.S.C.
       S:543 and 47 C.F.R. S:S:76.630, 76.980, and 76.1603. The LOI sought
       information from Company concerning whether Company may have moved
       certain analog basic or expanded basic channels to a digital tier
       (herein referred to as an "analog-to-digital channel change"), making
       such channels unavailable to analog subscribers unless they obtained a
       Company-supplied digital set top box and/or subscribed separately to
       Company's digital programming tier.

    2. Question 8.b. of the LOI seeks information that may contain
       proprietary or confidential information, and that, therefore, should
       be made available pursuant to a Protective Order. Specifically,
       Question 8.b. requires that Company provide for each channel affected
       by an analog-to-digital channel change, "the per-subscriber fees
       related to that channel paid by Company to the video programming
       distributor responsible for that channel." The Bureau is aware that
       the information requested by this inquiry may contain highly sensitive
       business data and has consistently recognized that disclosure of
       information related to programming contracts in some instances can
       result in substantial competitive harm to the information provider.
       Consequently, the Bureau hereby adopts this Protective Order to ensure
       that any confidential or proprietary information submitted by Company
       in response to Question 8.b. of the LOI is afforded adequate
       protection.

    3. In general, the Commission will grant more limited access to those
       materials which, if released to competitors, would allow those
       competitors to gain a significant advantage in the marketplace.
       Accordingly, we will permit persons submitting documents and
       information in response to Question 8.b. to designate those materials
       as Highly Confidential and, as provided below, we will limit access to
       such materials. It is our intent that such materials, so long as they
       fall within the Categories of Highly Confidential Information Covered
       by This Protective Order as set forth in paragraph 5 below, shall be
       protected from disclosure under FOIA. We find that such materials are
       necessary to develop a more complete record on which to base the
       Commission's decision in this investigation and therefore require
       their production. This Protective Order covers only those portions of
       documents or data that contain Highly Confidential Information as
       defined in Paragraph 4 below and are responsive to Question 8.b. of
       the LOI.

    4. Definitions. As used herein, the following terms shall mean:

   "Stamped Highly Confidential Document" means any document, or any part
   thereof, that bears the legend (or which otherwise shall have had the
   legend recorded upon it in a way that brings its attention to a reasonable
   examiner) "HIGHLY CONFIDENTIAL INFORMATION - SUBJECT TO PROTECTIVE ORDER
   IN FILE NO. EB-08-SE-1074 before the Enforcement Bureau, Federal
   Communications Commission," unless the Commission determines, sua sponte
   or by request pursuant to Sections 0.459 or 0.461 of its Rules, that any
   such document is not entitled to such confidential treatment. The term
   "Document" means any written, recorded, electronically stored, or graphic
   material, whether produced or created by Company or another person. By
   designating a document a "Stamped Highly Confidential Document," Company
   signifies and represents that it contains information that Company
   believes should be subject to protection under FOIA, the Commission's
   implementing Rules and this Protective Order.

   "Highly Confidential Information" means information contained in Stamped
   Highly Confidential Documents or derived therefrom that is not otherwise
   available from publicly available sources and that Company has kept
   strictly confidential.

    5. Categories of Highly Confidential Information Covered by This
       Protective Order. A document or a portion of a document may be
       submitted under this Protective Order only if it is responsive to
       Question 8.b. of the LOI as covered by this Order and it contains
       Highly Confidential Information as defined above. With regard to
       Company's submission of Highly Confidential Information, this
       Protective Order covers the following documents and information: for
       each channel affected by an analog-to-digital channel change, the
       per-subscriber fees related to that channel paid by Company to the
       video programming distributor responsible for that channel.

    6. Submission of Stamped Highly Confidential Documents. Two copies of
       each Stamped Highly Confidential Document must be delivered in person
       to William Davenport, Assistant Chief, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Room 3-C222,
       Washington, D.C. 20554, or JoAnn Lucanik, Deputy Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Room 3-A362, Washington, D.C.
       20554. The document shall be accompanied by a cover letter stating
       "CONFIDENTIAL INFORMATION - SUBJECT TO PROTECTIVE ORDER IN File No.
       EB-08-SE-1074 before the Enforcement Bureau, Federal Communications
       Commission." Each page of the Highly Confidential Filing shall be
       stamped with this legend as well.

    7. Requests for Additional Disclosure. If any person requests disclosure
       of Highly Confidential Information outside the terms of this
       Protective Order, such a request will be treated in accordance with
       Sections 0.442 and 0.461 of the Commission's Rules.

    8. No Waiver of Confidentiality. Disclosure of Highly Confidential
       Information as provided herein by any person shall not be deemed a
       waiver by Company of any privilege or entitlement to confidential
       treatment of such Highly Confidential Information.

    9. Subpoena by Courts, Departments or Agencies. If a court, or a federal
       or state department or agency issues a subpoena or orders production
       of Stamped Highly Confidential Documents or Highly Confidential
       Information obtained under terms of this Protective Order, the Bureau
       shall promptly notify each Company of the pendency of such subpoena or
       order. Consistent with the independent authority of any court,
       department or agency, such notification must be accomplished such that
       Company has a full opportunity to oppose such production prior to the
       production or disclosure of any Stamped Highly Confidential Document
       or Highly Confidential Information.

   10. Termination of Proceeding. The provisions of this Protective Order
       shall not terminate at the conclusion of any potential future formal
       proceedings that may result from this investigation.

   11. Authority. This Order is issued pursuant to Sections 4(i) of the
       Communications Act of 1934, as amended, 47 U.S.C. S:S: 154(i), Section
       4 of the Freedom of Information Act, 5 U.S.C. S: 552(b)(4), and
       Section 0.457(d)(2) of the Commission's Rules, 47 C.F.R. S:
       0.457(d)(2), and is effective upon its adoption.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

   See, e.g., Adelphia Communications Corp., Time Warner Cable Inc. and
   Comcast Corp., Applications for Consent to the Assignment and/or Transfer
   of Control, MB Docket No. 05-192, Order, DA 05-3226 (rel. Dec. 21, 2005)
   (adopting a second protective order); News Corporation, General Motors
   Corporation, and Hughes Electronic Corporation, MB Docket No. 03-124,
   Order, DA 03-2376 (rel. July 22, 2003) (adopting a second protective
   order).

   See, e.g., 47 C.F.R. S: 0.457(d)(iv)(covering programming contracts
   between programmers and multichannel video programming distributors).

   Federal Communications Commission DA 08-2494

                                       2

   Federal Communications Commission DA 08-2494