Before the

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | CS Docket No. 01-348         |
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| EchoStar Communications          | ) |                              |
| Corporation,                     | * |                              |
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| General Motors Corporation, and  |   |                              |
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| Hughes Electronics Corporation   | * |                              |
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| Order Adopting Protective Order  | * |                              |
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ORDER

**Adopted: January 7, 2002** **Released: January 9, 2002**

By the Chief, Cable Services Bureau:

1.  On December 3, 2001, EchoStar Communications Corporation
    ("EchoStar"), General Motors Corporation ("General Motors") and its
    wholly-owned subsidiary, Hughes Electronics Corporation ("Hughes"
    and, together with EchoStar and General Motors, the "Applicants")
    filed consolidated applications, pursuant to sections 214 and 310 of
    the Communications Act, as amended, 47 U.S.C. §§ 214 and 310, asking
    the Federal Communications Commission ("Commission") to approve the
    transfer of control of licenses and authorizations currently held or
    controlled, directly or indirectly, by them in connection with the
    proposed merger of EchoStar and Hughes and related agreements.

2.  The Commission anticipates that it may seek documents in this
    proceeding from the Applicants and others that are or that may
    become parties in this proceeding (individually, each a "Submitting
    Party") that contain proprietary or confidential information, and
    that, therefore, such documents should be made available pursuant to
    a Protective Order. Consequently, the Cable Services Bureau hereby
    adopts the attached Protective Order (*see* Appendix A) to ensure
    that any confidential or proprietary documents submitted by a
    Submitting Party are afforded adequate protection. We note that this
    Protective Order is similar to the protective orders adopted in
    other mergers reviewed by the Commission.[^1]

3.  Under the Protective Order, one copy of each document that a
    Submitting Party claims is confidential or proprietary must be
    delivered in person to Marcia Glauberman or Linda Senecal, Policy
    and Rules Division, Cable Services Bureau, Federal Communications
    Commission, 445 12^th^ Street, S.W., Washington, D.C. 20554. The
    documents should be accompanied by a cover letter stating
    "CONFIDENTIAL INFORMATION -- SUBJECT TO PROTECTIVE ORDER IN CS
    DOCKET NO. 01‑348." Each page of the confidential or proprietary
    document should be stamped "CONFIDENTIAL INFORMATION -- SUBJECT TO
    PROTECTIVE ORDER IN CS DOCKET NO. 01‑348 before the Federal
    Communications Commission" (the "Confidential Filing"). In addition
    a Submitting Party must file with the Secretary's Office one copy of
    the Confidential Filing and two copies of the Confidential Filing in
    redacted form (the "Redacted Confidential Filing"). The two copies
    of the Redacted Confidential Filing and their accompanying cover
    letters should be stamped "REDACTED -- FOR PUBLIC INSPECTION." The
    cover letter accompanying the Redacted Confidential Filing should
    state that the Submitting Party is filing redacted version of such
    documents.

4.  The Submitting Party shall make the confidential or proprietary
    documents available for review at the offices of the Submitting
    Party's outside counsel or, if the Submitting Party has not retained
    outside counsel, at the offices of the Submitting Party's in-house
    counsel. Parties reviewing these documents will be provided the
    following alternatives: (1) parties will be provided adequate
    opportunity to inspect the documents on site; (2) parties may
    inspect the documents on site with the ability to request copies, at
    cost, of all or some of the documents, other than those marked as
    "Copying Prohibited"; or (3) parties may request a complete set of
    the documents at cost, other than those marked "Copying Prohibited,"
    allowing two days after the request is made for receipt of the
    copies. If a complete set of documents will be requested, parties
    are encouraged to make such requests at the time they submit the
    Acknowledgment of Confidentiality (*see* Appendix B). This will
    allow parties the opportunity to begin reviewing the documents at
    the end of the five-day period referenced in paragraph 8 of the
    Protective Order. All copies of documents that are removed from the
    Submitting Party's counsel's office will be stamped as described
    above in paragraph 3 and must be returned in accordance with the
    terms of the Protective Order.

5.  Any party seeking access to confidential documents subject to the
    Protective Order shall request access pursuant to the terms of the
    Protective Order.

6.  *Authority*. This Order is issued pursuant to Sections 4(i) and
    310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§
    154(i) and 310(d), Section 4 of the Freedom of Information Act, 5
    U.S.C. § 552(b)(4), and authority delegated under Section 0.331 of
    the Commission's rules, 47 C.F.R. § 0.331, and is effective upon its
    adoption.

> FEDERAL COMMUNICATIONS COMMISSION
>
> W. Kenneth Ferree
>
> Chief, Cable Services Bureau

**APPENDIX A**

**[Protective Order]{.underline}**

**CS Docket No. 01-348**

1\. *Introduction*. On December 3, 2001, EchoStar Communications
Corporation ("EchoStar"), General Motors Corporation ("General Motors")
and its wholly-owned subsidiary, Hughes Electronics Corporation
("Hughes" and, together with EchoStar and General Motors, the
"Applicants") filed consolidated applications, pursuant to sections 214
and 310 of the Communications Act, as amended, 47 U.S.C. §§ 214 and 310,
asking the Federal Communications Commission ("Commission") to approve
the transfer of control of licenses and authorizations currently held or
controlled, directly or indirectly, by them to EchoStar Communications
Corporation, a Delaware corporation. The Commission anticipates that it
may seek documents in this proceeding from the Applicants and others
that are or that may become parties in this proceeding (individually,
each a "Submitting Party" and collectively, the "Submitting Parties")
that contain proprietary or confidential information, and that,
therefore, such documents should be made available pursuant to a
Protective Order. Consequently, the Cable Services Bureau ("Bureau") has
adopted this Protective Order to ensure that any confidential or
proprietary documents submitted by the Submitting Parties are afforded
adequate protection. This Protective Order does not constitute a
resolution of the merits concerning whether any confidential information
would be released publicly by the Commission upon a proper request under
the Freedom of Information Act ("FOIA") or otherwise.

2\. *Definitions.* As used herein, capitalized terms, not otherwise
defined herein, shall have the following meanings:

"Confidential Information" means information contained in Stamped
Confidential Documents or derived therefrom that is not otherwise
available from publicly available sources;

"Counsel" means In-House Counsel and Outside Counsel of Record;

"In-House Counsel" means the attorney or attorneys employed by a party
to these proceedings or who is employed by an affiliated entity and who
are actively engaged in the conduct of this proceeding, *provided that*,
such counsel are not involved in competitive decision-making, *i.e.*,
In-House Counsel's activities, association, and relationship with a
client are not such as to involve such counsel's advice and
participation in any or all of the client's business decisions made in
light of similar or corresponding information about a competitor; and

"Outside Counsel of Record" means the firm(s) of attorneys, or sole
practitioner(s), as the case may be, representing a party in these
proceedings.

3\. *Use of Confidential Information*. Persons obtaining access to
Confidential Information (including Stamped Confidential Documents (as
hereinafter defined)) under this Protective Order shall use the
information solely for preparation and the conduct of this proceeding as
delimited in this paragraph and paragraphs 5, 10, and 11, and any
subsequent judicial proceeding arising directly from this proceeding
and, except as provided herein, shall not use such documents or
information for any other purpose, including without limitation
business, governmental, or commercial purposes, or in other
administrative, regulatory or judicial proceedings. Should the
Commission rely upon or otherwise make reference to the contents of any
of the Stamped Confidential Documents or Confidential Information in its
decision in this proceeding, it will do so in the same manner in which
it maintained the confidentiality of similar protected information in
the *Bell Atlantic/NYNEX Order*, 12 FCC Rcd 19985 (1997).

4\. *Non-Disclosure of Stamped Confidential Documents*. Except with the
prior written consent of the Submitting Party, or as hereinafter
provided under this Protective Order, neither a Stamped Confidential
Document nor any Confidential Information may be disclosed by a
reviewing party to any person other than the Commission and its staff. A
"Stamped Confidential Document" shall mean any document, or 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) "CONFIDENTIAL INFORMATION -- SUBJECT TO PROTECTIVE
ORDER IN CS Docket No. 01-348 before the Federal Communications
Commission" to signify that it contains information that the Submitting
Party believes should be subject to protection under FOIA and the
Commission's implementing rules, 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 confidential treatment. For
purposes of this Protective Order, the term "document" means all
written, recorded, electronically stored, or graphic material, whether
produced or created by the reviewing party or another person.

5\. *Permissible Disclosure*. Subject to the requirements of
paragraph 8, Stamped Confidential Documents may be reviewed by Counsel.
Subject to the requirements of paragraph 8, Counsel may disclose Stamped
Confidential Documents and other Confidential Information to:
(1) outside consultants or experts retained for the purpose of assisting
Counsel in this proceeding, *provided, that,* the outside consultants or
experts are not involved in the analysis underlying the business
decisions of any competitor of any Submitting Party nor do they
participate directly in those business decisions; (2) paralegals or
other employees of such Counsel not described in clause 3 of this
paragraph 5 assisting Counsel in this proceeding; (3) employees of such
Counsel involved solely in one or more aspects of organizing, filing,
coding, converting, storing, or retrieving documents or data or
designing programs for handling data connected with this proceeding, or
performing other clerical or ministerial functions with regard to
documents connected with this proceeding; and (4) employees of
third-party contractors performing one or more of the functions set
forth in clause 3 of this paragraph 5. Individuals who have obtained
access to Stamped Confidential Documents and Confidential Information in
accordance with the provisions of this paragraph 5 and paragraph 8 may
discuss and share the contents of the Stamped Confidential Documents and
Confidential Information with any other person who has also obtained
access in accordance with the provisions of this paragraph 5 and
paragraph 8, and with the Commission and its staff.

6\. *Protection of Stamped Confidential Documents and Confidential
Information.* Persons described in paragraph 5 shall have the obligation
to ensure that access to Stamped Confidential Documents and Confidential
Information is strictly limited as prescribed in this Protective Order.
Such persons shall further have the obligation to ensure that:
(1) Stamped Confidential Documents and Confidential Information are used
only as provided in this Protective Order; and (2) Stamped Confidential
Documents are not duplicated except as necessary for filing at the
Commission under seal as provided in paragraph 10 below.

7\. *Prohibited Copying*. If, in the judgment of the Submitting Party, a
document contains information so sensitive that it should not be copied
by anyone, it shall bear the additional legend "Copying Prohibited," and
no copies of such document, in any form, shall be made. Application for
relief from this restriction against copying may be made to the
Commission, with notice to Outside Counsel of Record for the Submitting
Party.

8\. *Procedures for Obtaining Access to Confidential Documents*. In all
cases where access to Stamped Confidential Documents and Confidential
Information is permitted pursuant to paragraph 5, before reviewing or
having access to any Stamped Confidential Documents or Confidential
Information, each person seeking such access shall execute the
Acknowledgment of Confidentiality ("Acknowledgment") (*see* Appendix B)
and file it with the Bureau, on behalf of the Commission, and serve it
upon each Submitting Party through its Outside Counsel of Record so that
the Acknowledgment is received by each Submitting Party at least five
business days prior to such person's reviewing or having access to such
Submitting Party's Stamped Confidential Documents or Confidential
Information. Where the person seeking access is one described in either
clause 3 or 4 of paragraph 5, the Acknowledgment shall be delivered
promptly prior to the person's obtaining access. Each Submitting Party
shall have an opportunity to object to the disclosure of Stamped
Confidential Documents to any such persons. Any objection must be filed
at the Commission and served on Counsel representing, retaining or
employing such person within three business days after receiving a copy
of that person's Acknowledgment (or where the person seeking access is
one described in either clause 3 or 4 of paragraph 5, such objection
shall be filed and served as promptly as practicable after receipt of
the relevant Acknowledgment). Until any such objection is resolved by
the Commission and, if appropriate, any court of competent jurisdiction
prior to any disclosure, and unless such objection is resolved in favor
of the person seeking access, persons subject to an objection from a
Submitting Party shall not have access to Stamped Confidential Documents
or Confidential Information. The Submitting Party shall make available
for review the Stamped Confidential Documents of such party at the
offices of such party's Outside Counsel of Record or, if the Submitting
Party does not have Outside Counsel of Record, at the offices of such
party's In-House Counsel.

9\. *Requests for Additional Disclosure*. If any person requests
disclosure of Confidential Information outside the terms of this
Protective Order, requests will be treated in accordance with Sections
0.442 and 0.461 of the Commission's rules.

10\. *Filings with the Commission*. Persons described in paragraph 5
may, in any documents that they file in this proceeding, reference
Confidential Information, but only if they comply with the following
procedure:

a\. Any portions of the pleadings that contain or disclose Confidential
Information must be physically segregated from the remainder of the
pleadings;

b\. The portions of pleadings containing or disclosing Confidential
Information must be covered by a separate letter to the Secretary of the
Commission referencing this Protective Order;

c\. Each page of any party's filing that contains or discloses
Confidential Information subject to this order must be clearly marked:
"Confidential Information included pursuant to Protective Order, CS
Docket No. 01-348;" and

d\. The confidential portion(s) of the pleading shall be served on the
Secretary of the Commission, the Bureau, and each Submitting Party. Such
confidential portions shall be served under seal, and shall not be
placed in the Commission's public file. A party filing a pleading
containing Confidential Information shall also file redacted copies of
the pleading containing no Confidential Information, which copies shall
be placed in the Commission's public files. Parties should not provide
courtesy copies of pleadings containing Confidential Information to
Commission Staff unless the Bureau so requests. Any courtesy copies
shall be submitted under seal.

11\. *Client Consultation*. Nothing in this order shall prevent or
otherwise restrict Counsel from rendering advice to their clients
relating to the conduct of this proceeding and any subsequent judicial
proceeding arising therefrom and, in the course thereof, relying
generally on examination of Stamped Confidential Documents or
Confidential Information; *provided, however*, that in rendering such
advice and otherwise communicating with such client, Counsel shall not
disclose Stamped Confidential Documents or Confidential Information.

12\. *No Waiver of Confidentiality*. Disclosure of Confidential
Information as provided herein by any person shall not be deemed a
waiver by any Submitting Party of any privilege or entitlement to
confidential treatment of such Confidential Information. Reviewing
parties, by viewing this material agree: (1) not to assert any such
waiver; (2) not to use Confidential Information to seek disclosure in
any other proceeding; and (3) that accidental disclosure of Confidential
Information by a Submitting Party shall not be deemed a waiver of any
privilege or entitlement as long as the Submitting Party takes prompt
remedial action.

13\. *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 Confidential Documents or Confidential Information
that a party has obtained under terms of this Protective Order, such
party shall promptly notify each Submitting Party 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 the Submitting Party has a full opportunity to oppose such
production prior to the production or disclosure of any Stamped
Confidential Document or Confidential Information.

14\. *Violations of Protective Order.* Should a person that has properly
obtained access to Confidential Information under this Protective Order
violate any of its terms, that person shall immediately convey that fact
to the Commission and to the Submitting Party. Further, should such
violation consist of improper disclosure of Confidential Information,
the violating person shall take all necessary steps to remedy the
improper disclosure. The Commission retains its full authority to
fashion appropriate sanctions for violations of this Protective Order,
including but not limited to suspension or disbarment of Counsel from
practice before the Commission, forfeitures, cease and desist orders,
and denial of further access to Confidential Information in this or any
other Commission proceeding. Nothing in this Protective Order shall
limit any other rights and remedies available to the Submitting Party at
law or in equity against any person using Confidential Information in a
manner not authorized by this Protective Order.

15\. *Termination of Proceeding*. The provisions of this Protective
Order shall not terminate at the conclusion of this proceeding. Within
two weeks after conclusion of this proceeding and any administrative or
judicial review, persons described by paragraph 5 shall destroy or
return to the Submitting Party Stamped Confidential Documents and all
copies of the same. No material whatsoever derived from Stamped
Confidential Documents may be retained by any person having access
thereto, except Counsel (as described in paragraph 5) may retain, under
the continuing strictures of this Protective Order, two copies of
pleadings (one of which may be in electronic format) containing
Confidential Information prepared on behalf of that party. All Counsel
shall make certification of compliance herewith

and shall deliver the same to Counsel for the Submitting Party not more
than three weeks after conclusion of this proceeding. The provisions of
this paragraph 15 regarding retention of Stamped Confidential Documents
and copies of same shall not be construed to apply to the Commission or
its staff.

FEDERAL COMMUNICATIONS COMMISSION

W. Kenneth Ferree

Chief, Cable Services Bureau

**APPENDIX B**

**Acknowledgment of Confidentiality**

I hereby acknowledge that I have received and read a copy of the
foregoing Protective Order in the above-captioned proceeding, and I
understand it. I agree that I am bound by the Protective Order and that
I shall not disclose or use Stamped Confidential Documents or
Confidential Information except as allowed by the Protective Order. I
acknowledge that a violation of the Protective Order is a violation of
an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any
employment, affiliation or role with any person or entity other than a
conventional private law firm (such as, but not limited to, a lobbying
or public interest organization), I acknowledge specifically that my
access to any information obtained as a result of the order is due
solely to my capacity as Counsel or consultant to a party or other
person described in paragraph 5 of the foregoing Protective Order and
that I will not use such information in any other capacity nor will I
disclose such information except as specifically provided in the
Protective Order.

I hereby certify that I am not involved in "competitive decision-making"
as that term is used in the definition of In-House Counsel in
paragraph 2 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped
Confidential Documents and Confidential Information are used only as
provided in the Protective Order; and (2) Stamped Confidential Documents
are not duplicated except as specifically permitted by the terms of
paragraph 10 of the Protective Order, and I certify that I have verified
that there are in place procedures, at my firm or office, to prevent
unauthorized disclosure of Stamped Confidential Documents or
Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Protective Order.

Executed at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ this \_\_\_
day of \_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Name\]

\[Position\]

\[Address\]

\[Telephone\]

# 

[^1]: *E.g.*, *Applications of* *Voicestream Wireless Corporation,
    Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee*,
    IB Docket No. 00-187, Order Adopting Protective Order, 15 FCC Rcd
    24042 (2000); *Applications of Intermedia Communications Inc.,
    Transferor, and WorldCom, Inc., Transferee,* CC Docket No. 00-206,
    Order Adopting Protective Order, 15 FCC Rcd 21563 (2000);
    *Applications of Sprint Corporation, Transferor, and MCI WorldCom,
    Inc., Transferee,* CC Docket No. 99-333, Order Adopting Protective
    Order, 15 FCC Rcd 15622 (2000); *Applications of Sprint Corporation,
    Transferor, and MCI WorldCom, Inc., Transferee,* CC Docket No.
    99-333, Order Modifying Protective Order, 15 FCC Rcd 12444 (2000);
    *Applications of America Online, Inc. and Time Warner, Inc. for
    Transfers of Control*, CS Docket No. 00-30, Order Adopting
    Protective Order, 15 FCC Rcd 6117 (2000); *Applications for Consent
    to the Transfer of Control of Licenses and Section 214
    Authorizations from US West, Inc., Transferor, to Qwest
    Communications International Inc., Transferee*, CC Docket No.
    99-272, Order Adopting Protective Order, 14 FCC Rcd 19362 (1999);
    *Applications for Consent to the Transfer of Control of Licenses and
    Section 214 Authorizations from MediaOne Group, Inc., Transferor, to
    AT&T Corp., Transferee*, CS Docket No. 99-251, Order Adopting
    Protective Order, 14 FCC Rcd 12286 (1999); *GTE Corporation,
    Transferor, and Bell Atlantic Corporation, Transferee*, CC Docket
    No. 98-184, Order Adopting Protective Order, 13 FCC Rcd 22751
    (1998).