Indefeasible Right to Use Agreement - Qwest Communications Corp. and GTE Intelligent Network Services Inc.


                                                                  EXECUTION FORM


CONFIDENTIAL AND PROPRIETARY


                            IRU AGREEMENT
                       DATED AS OF MAY 2, 1997
                           BY AND BETWEEN
             QWEST COMMUNICATIONS CORPORATION ("QWEST")
                                 AND
       GTE INTELLIGENT NETWORK SERVICES  INCORPORATED ("GTE")




                                    TABLE OF CONTENTS

                                                                        Page

RECITALS
ARTICLE I. GRANT OF IRU IN QWEST SYSTEM
ARTICLE II. CONSIDERATION FOR GRANT
ARTICLE III. CONSTRUCTION OF THE QWEST SYSTEM
ARTICLE IV. ACCEPTANCE AND TESTING OF GTE FIBERS
ARTICLE V. DOCUMENTATION
ARTICLE VI. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE VII. NETWORK ACCESS; REGENERATION FACILITIES . . . . . . . . . . .
ARTICLE VIII. OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE IX. MAINTENANCE AND REPAIR OF THE QWEST SYSTEM . . . . . . . . . .
ARTICLE X. PERMITS; UNDERLYING RIGHTS; RELOCATION. . . . . . . . . . . . .
ARTICLE XI. USE OF QWEST SYSTEM. . . . . . . . . . . . . . . . . . . . . .
ARTICLE XII. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XIII. LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . .
ARTICLE XIV. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XV. TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS . . . . . . . .
ARTICLE XVI. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XVII. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XVIII. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XIX. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XX. FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXI. DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXII. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXIII.GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXIV. RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . .
ARTICLE XXV. ASSIGNMENT AND TRANSFER RESTRICTIONS. . . . . . . . . . . . .
ARTICLE XXVI. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. . . . . . .
ARTICLE XXVII. ENTIRE AGREEMENT; AMENDMENT . . . . . . . . . . . . . . . .
ARTICLE XXVIII. NO PERSONAL LIABILITY. . . . . . . . . . . . . . . . . . .
ARTICLE XXIX. RELATIONSHIP OF THE PARTIES. . . . . . . . . . . . . . . . .
ARTICLE XXX. LATE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXXI. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXXII. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XXXIII. CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . .



                              EXHIBITS

Exhibit A:        QWEST System Description
Exhibit A-1:       QWEST System Description and Delivery Dates
Exhibit A-2:       General Route Map
Exhibit A-3:       Detailed Route Maps
Exhibit A-4:       Designated Endpoint and Intermediate Point Cities
Exhibit B:        IRU Fee Payment Schedule
Exhibit C:        Construction Specifications
Exhibit D:        Fiber Cable Splicing, Testing, and Acceptance Procedures
Exhibit E:        Fiber Specifications
Exhibit E-1:      Fiber Deployment Diagram
Exhibit F:        Specifications for Regeneration Facilities
Exhibit G:        Regeneration Facility Sites
Exhibit H:        QWEST System Maintenance Specifications and Procedures
Exhibit I:        Underlying Rights and Underlying Rights Requirements


                            IRU AGREEMENT
THIS IRU AGREEMENT (this "Agreement") is made and entered into as

 
of May 2, 1997, by and between QWEST COMMUNICATIONS CORPORATION, a
Delaware corporation ("QWEST"), and GTE INTELLIGENT NETWORK SERVICES
INCORPORATED,  a Delaware corporation ("GTE").

                          RECITALS
A. QWEST is planning to construct a continuous fiberoptic
communication system, contiguous from end to end, as described in
Exhibit A hereto, and between each of the city pairs identified in
Exhibit A-1 hereto (the fiberoptic communication system between each
such city pair being referred to as a "Segment"), being referred to
herein collectively as the "QWEST System".  The route that the QWEST
System shall follow as described in this paragraph is referred to
herein as the "System Route."
B. GTE desires to be granted the right to use certain optical
fibers in the QWEST System.
C. QWEST desires to grant GTE an exclusive, indefeasible right
to use certain fibers and associated property in the QWEST System, all
upon the terms and conditions set forth below.
Accordingly, in consideration of the mutual promises set forth
below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree
as follows:
                             ARTICLE I.
                    GRANT OF IRU IN QWEST SYSTEM

1.1     (a)  Effective as of the effective date described in
Section 6.1 below, for each particular Segment delivered by QWEST to
GTE hereunder and with respect to which an Acceptance Date (as defined
in Section 4.2 below) has occurred, QWEST hereby grants to GTE, and
GTE hereby purchases from QWEST, (i) an exclusive, Indefeasible Right
of Use (as defined in Section 33.1(f), for the purposes described
herein, in twenty-four (24) "Dark Fibers" (as defined in
Section 33.1(c)), to be specifically identified, in the QWEST System
in the Segments and more specifically described in the maps included
in Exhibit A-3 hereto and (ii) an associated and non-exclusive
Indefeasible Right of Use, for the purposes described herein, in the
tangible and intangible property needed for the use of such Dark
Fibers as Dark Fibers, including, but not limited to, the associated
conduit, QWEST's rights in all "Underlying Rights" (as defined in
Section 10.1), but in any event excluding any electronic or optronic
equipment (collectively, the "Associated Property"), for the Term (as
defined in Section 6.1) respecting such Segment, and all on the terms
and subject to the covenants and conditions set forth herein
(collectively, the "IRUs").  The Dark Fibers subject to the IRUs are
referred to collectively as the "GTE Fibers."
   (b)  The parties acknowledge and agree that the specific
route of any Segment that has not been finally designed or engineered,
or with respect to which a right-of-way agreement has not been
obtained as of the date hereof is subject to final determination by
QWEST, based on specific engineering, right-of-way, permitting,
authorization and other requirements; provided, however, that (i) any
such Segment route, as finally determined, must include all of the
endpoint and intermediate point cities identified in Exhibit A-4 and
all of the junction points identified in the System Route maps
included in Exhibit A; (ii) no deviation in the route of any Segment
as set forth in the maps included in Exhibit A-3 shall result in a
Material Deviation (as defined below) in the System Route as set forth
in Exhibit A, and (iii) once the final route of any Segment has been
so determined, QWEST shall deliver to GTE corresponding revisions to
the relevant maps included in Exhibit A hereto.  As used herein, the
term "Material Deviation" shall mean a deviation in the general route
of a Segment (A) that modifies the System Route architecture in a
manner that breaks a ring, creates a spur or breaks the contiguous
nature of Segments; (B) that modifies the route of the System Route
through any city, identified in Exhibit A-3 as being the location of a
GTE POP site, from the detailed route map shown in Exhibit A-3 for
such city in a manner that materially changes the proximity of such
POP site to the System Route right-of-way (provided that, if any such
detailed city map shows that the POP site is in direct proximity to
the System Route right-of-way, any route modification which does not
provide such direct proximity shall be considered a material change in
proximity); (C) that modifies the route of the System Route through
any city, as set forth in the detailed route map for such city set
forth in Exhibit A-3, such that the location of the route at any point
would be moved more than 1,200 feet in any direction, without the
prior written approval of GTE (such approval not to be unreasonably
withheld or delayed); or (D) that modifies any parallel route shown
within any city that is the subject of a detailed map included in

 
Exhibit A-3 such that the distance between such parallel routes is
less than 1,200 feet outside metropolitan areas and less than two city
blocks within metropolitan areas.
(c)     If any deviation(s) in the routes of Segments comprising
the System Route cause(s) the aggregate route miles as reflected in
Exhibit A estimated for the System Route to increase by more than
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
%) of such estimate such mileage shall be solely at QWEST's cost
and expense and any route mileage in excess of the applicable
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
%) increase as aforesaid shall not be included in the route
mileage for purposes of determining the IRU Fee as defined and
described in Section 2.1 below.
                             ARTICLE II.
                       CONSIDERATION FOR GRANT
2.1     In consideration of the grant of the IRUs hereunder by
QWEST to GTE, GTE agrees to pay to QWEST an IRU fee determined based
on the QWEST mileage (and allocated among the Segments based on
Segment Rate mileage as set forth in Exhibit B. (the "IRU Fee").
   The IRU Fee shall be payable with respect to each Segment
according to the payment schedule set forth in Exhibit B.
2.2     QWEST will fax or send by overnight delivery each invoice
for payments to be made by GTE hereunder.  GTE shall pay such invoiced
amounts, less any reasonably disputed amounts, for receipt by QWEST
within thirty (30) days after receipt of such invoice by GTE with
respect to payments of the IRU Fee and within thirty (30) days after
receipt of such invoice by GTE for any other amounts owed to QWEST
hereunder; provided that GTE shall provide written notice describing
in detail the basis for any disputed amounts; and provided further
that any disputed amounts that are resolved in favor of QWEST shall be
due for payment based on the original invoice date.  All payments to
be made by GTE hereunder of the IRU Fee and of any other amounts in
excess of $100,000 shall be made by wire transfer of immediately
available funds to the account or accounts as QWEST shall notify GTE
in writing from time to time.  Payments of all other amounts by GTE
hereunder may be made by check payable to QWEST.  QWEST agrees to
provide GTE from time to time, upon request, with QWEST's estimate of
the next invoice date for a portion of the IRU Fee and the estimated
amount of such IRU Fee payment; provided that failure to provide any
such notice shall not in any way alter or impair GTE's payment
obligations hereunder.
2.3     QWEST and GTE acknowledge and agree that with respect to
Segment 23, notwithstanding the fact that Segment 23 has already been
constructed and installed, delivery of Segment 23 shall occur in two
installments of twelve (12) Dark Fibers each as indicated in
Exhibit A, and payment of the IRU Fee established pursuant to
Section 2.1 therefor (other than the initial
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
% due upon execution of this Agreement), shall be deferred until
each such deferred installment delivery date as set forth in
Exhibit B.
                            ARTICLE III.
                  CONSTRUCTION OF THE QWEST SYSTEM
3.1     QWEST shall, at QWEST's sole cost and expense, be
responsible for and shall effect the design, engineering,
installation, and construction of those portions of the QWEST System
not already constructed as of the date hereof in accordance with the
System Route (as it may be modified pursuant to Section 1.1) and in
conformity with (i) the construction specifications set forth in
Exhibit C, (ii) industry standards and practices, and (iii) applicable
Underlying Rights Requirements (as defined in Section 11.1).  Such
responsibilities shall include, without limitation, preparation of
construction drawings, bills of materials, materials specifications
and materials requisitions.  Except for the existing fibers on
Segments 11A, 11B, 12A, 12B, 12C and 12D (which are Corning SMF-DS)
and any alternative fibers approved pursuant to the following
sentence, all fiber included in the GTE Fibers shall be Corning SMF-LS
non-zero dispersion-shifted or Lucent Technologies True Wave and shall
meet or exceed the applicable fiber specifications set forth in
Exhibit E.  QWEST may use alternative types of fiber equivalent to
either of the aforementioned fibers; provided that (i) prior to any
such use, QWEST meets with GTE (and GTE hereby agrees to so meet) to,
cooperatively and in good faith, jointly evaluate the use of any such
fiber and (ii) thereafter, GTE approves the use of such fiber, which

 
approval shall not be unreasonably withheld or delayed.  QWEST agrees
that, to the extent possible in light of the fiber already
incorporated in Segments that have been constructed, in whole or in
part, prior to the date hereof and the availability and cost of the
fiber of a particular type and manufacture hereafter, fiber utilized
with respect to the loops, rings and regions of the QWEST System shall
be of the same type and manufacture, as depicted in the fiber
deployment diagram set forth in Exhibit E-1 hereto, indicating the
type of fiber QWEST currently plans to use in each such Segment.  Any
deviation from the planned fiber use set forth in the diagram must be
approved by GTE, which approval shall not be unreasonably withheld or
delayed.
3.2     Subject to extension for delays described in Article XX,
QWEST shall complete at QWEST's sole cost and expense, all
construction, installation, and satisfactory Fiber Acceptance Testing
(as defined in Section 4.1) of each of the Segments, including the
provision of such Regeneration Facilities on such Segment as may be
provided pursuant to Section 7.2(a), by the applicable "Estimated
Delivery Date" (as defined in Section 33.1(d)) respecting such
Segment.
3.3     Except as may be provided herein, QWEST shall, at QWEST's
sole cost and expense, procure all materials to be incorporated in and
to become a permanent part of the QWEST System, including, without
limitation, the Regeneration Facilities provided pursuant to
Section 7.2(a).
3.4     QWEST shall, at QWEST's sole cost and expense, obtain all
Underlying Rights and other rights, licenses, permits and
authorizations as required pursuant to Article X hereof.
3.5     QWEST shall perform, at QWEST's sole cost and expense,
substantially in accordance with industry standards and practices and
as deemed necessary or appropriate in QWEST's reasonable business
judgment, all supervisory and inspection services relating to the
construction of the QWEST System, including, without limitation,
performing construction inspections to assure that all construction
shall be in material compliance with the specifications, drawings,
Underlying Rights, provisions of this Agreement, and applicable
governmental codes.  During the course of construction of each
Segment, QWEST shall prepare and provide to GTE construction schedule
and progress reports every two weeks.  GTE shall have the right, but
not the obligation, to inspect the construction of each Segment,
including the installation, splicing and testing of the GTE Fiber
incorporated therein, during the course and at the time of the
relevant design, construction and installation period.  No inspection
or failure to inspect by GTE shall impair or invalidate any rights and
remedies of GTE under this Agreement or modify, amend or otherwise
affect any of the representations, warranties, covenants or agreements
of QWEST under this Agreement.
3.6     Upon GTE's written request, QWEST shall make available for
inspection by GTE, at QWEST's offices, copies of all information,
documents, agreements, reports, permits, drawings and specifications
generated, obtained or acquired by QWEST in performing its duties
pursuant to this Article III that are material to grant of the IRUs to
GTE, including, without limitation, the Underlying Rights, subject
only to the conditions that (i) the terms of each such document or the
legal restrictions applicable to such information or document permits
disclosure; provided that QWEST will use its best efforts (without
requiring the expenditure of money) to obtain a waiver of any existing
confidentiality and/or non-disclosure restrictions, and to exempt GTE
from subsequent confidentiality and/or non-disclosure restrictions,
that would restrict QWEST's ability to make such documents and/or
information available to GTE for inspection; (ii) notwithstanding the
existence or non-existence of such restrictions and/or waivers, QWEST
may, in its sole discretion, redact portions of such documents it
deems proprietary business terms prior to GTE's inspection.  No
inspection or failure to inspect by GTE shall impair or invalidate any
rights and remedies of GTE under this Agreement or modify, amend or
otherwise affect any of the representations, warranties, covenants or
agreements of QWEST under this Agreement.
                             ARTICLE IV.
                ACCEPTANCE AND TESTING OF GTE FIBERS
4.1     QWEST shall test all GTE Fibers in accordance with the
procedures specified in Exhibit D ("Fiber Acceptance Testing") to
verify that the GTE Fibers are installed and operating in accordance
with the specifications described in Exhibit D.  Fiber Acceptance
Testing shall progress span by span along each Segment as cable
splicing progresses, so that test results may be reviewed in a timely
manner.  QWEST shall provide GTE at least five (5) days advance notice

 
of the date and time of each Fiber Acceptance Testing such that GTE
shall have the right, but not the obligation, to have a person or
persons present to observe QWEST's Fiber Acceptance Testing.  When
QWEST has determined that the results of the Fiber Acceptance Testing
with respect to a particular span show that the GTE Fibers so tested
are installed and operating in conformity with the applicable
specifications set forth in Exhibit D,  QWEST shall promptly provide
GTE with a copy of such test results.
4.2     When QWEST reasonably determines in good faith that the GTE
Fibers with respect to an entire Segment are installed and operating
in conformity with the applicable specifications set forth in
Exhibit D, QWEST shall promptly provide written notice of same to GTE
(a "Completion Notice").  GTE shall, within thirty (30) days of
receipt of the Completion Notice, either reject the Completion Notice
specifying, in good faith, the defect or failure in such Fiber
Acceptance Testing or give QWEST written notice of acceptance of such
Fiber Acceptance Testing (the period from the date of GTE's receipt of
the Completion Notice to the date of QWEST's receipt of GTE's notice
of rejection or acceptance being referred to herein as the "GTE Review
Period").  In the event GTE rejects the Completion Notice, QWEST shall
promptly, and not later than seven days, and at no cost to GTE,
commence to remedy the defect or failure.  Thereafter QWEST shall
again give GTE a Completion Notice with respect to such GTE Fibers.
The foregoing procedure shall apply again and successively thereafter
for a total of two attempts to remedy the defect or failure.  If QWEST
fails to adequately remedy or complete the defect or failure after two
attempts, GTE shall have the right to proceed promptly and in an
economically efficient manner to cure such defects or failures at
QWEST's cost and expense, which shall be paid by QWEST to GTE upon
demand, or at the election of GTE, offset from any IRU Fee payable by
GTE to QWEST with respect to such Segment or any other Segment.  No
acceptance of, or failure by GTE to reject, the Completion Notice
shall be deemed to be a waiver of any rights or remedies of GTE under
this Agreement; provided that, any failure by GTE to timely reject as
set forth above shall operate as a constructive acceptance for
purposes of this Agreement.  The date when GTE accepts or is deemed to
have accepted a Completion Notice or cures such defects at QWEST's
cost and expense as provided above with respect to a Segment is herein
defined as the "Acceptance Date".

                             ARTICLE V.
                            DOCUMENTATION
5.1     Notwithstanding the conditions and limitations set forth in
Section 3.6, QWEST shall provide GTE with a copy of all Underlying
Right Requirements (as defined in Section 11.1) applicable to each
Segment promptly following the grant to QWEST of the Underlying Right
pursuant to which such Underlying Right Requirements are imposed and,
in any event, on or before the date of completion of conduit
installation in such Segment (as defined in Exhibit B,
paragraph 3(ii)).
5.2     Not later than ninety (90) days after the Acceptance Date
for each Segment, QWEST shall provide GTE with the following
documentation:
(a)     As-built drawings for such Segment in accordance with the
requirements described in Exhibit C ("As-Builts").
(b)     Technical specifications of the optical fiber cable and
associated splices and other equipment placed in that Segment.
5.3     As a condition to, and effective upon receipt of, each IRU
Fee payment installment that is due upon QWEST's achievement of a
construction, installation, testing or acceptance milestone as set
forth in Exhibit B, QWEST shall deliver to GTE  a lien waiver with
respect to liens in favor of QWEST arising out of QWEST's services in
accomplishing such milestone.  Promptly following QWEST's receipt of
each such payment, QWEST shall use reasonable efforts to obtain (and
in any event on or before the Acceptance Date with respect to the
relevant Segment shall obtain) from each subcontractor that provided
services in accomplishing such milestone a lien waiver with respect to
liens arising out of such services and, upon receipt, deliver a copy
of each such lien waiver to GTE.
                             ARTICLE VI.
                                TERM
6.1     The grant of the IRUs hereunder with respect to each
Segment shall become effective on the first day when both (i) the
Acceptance Date with respect to that Segment has occurred and
(ii) QWEST has received payment in full of the IRU Fee with respect to
such Segment in accordance with Exhibit B, and, subject to the
provisions of Article X, such grant shall terminate at the end of the

 
economically useful life of the GTE Fibers, as reasonably determined
by GTE pursuant to Section 6.2 below.  The period of each such grant
respecting each such Segment and IRU is herein defined as the "Term".
6.2     In the event that GTE, at any time, reasonably determines that
the GTE Fibers comprising any Segment have reached the end of their
economically useful life and desires to not retain the IRU in such
Segment, GTE shall have the right to abandon the IRU with respect to
such Segment by written notice to QWEST.  If, at any time during or
after the last year of the Minimum Period (as defined in
Section 10.2(ii) below), with respect to any Segment, GTE fails to use
any of the GTE Fibers comprising such Segment for any period of thirty
(30) consecutive days (except to the extent that such non-use is as a
result of any of the events described in Article XX or as a result of
QWEST System maintenance, restoration, relocation, or reconfiguration
or as a result of the failure of QWEST to observe and perform the
terms of this Agreement), QWEST shall have the right to request GTE to
acknowledge that the GTE Fibers comprising such Segment have reached
the end of their economic life and, accordingly, has abandoned the GTE
Fibers comprising such Segment (which acknowledgment shall not be
unreasonably withheld or delayed).  Upon any such notice of
abandonment or acknowledgment, the Term shall expire with respect to
such Segment and all rights to the use of such Segment shall revert to
QWEST without reimbursement of any fees or other payments previously
made with respect thereto, and from and after such time GTE shall have
no further rights or obligations hereunder with respect to such
Segment (subject to the provisions of Article XIX).
6.3     It is understood and agreed as between the parties that the
grant of the IRUs hereunder shall be treated for accounting and
federal and all applicable state and local tax purposes as the sale
and purchase of the GTE Fibers and a corresponding interest in QWEST's
rights in the Associated Property subject thereto, and that on and
after the Acceptance Date with respect to each Segment, GTE shall be
treated as the owner of the GTE Fibers and an interest in QWEST's
rights in the Associated Property comprising such Segment for such
purposes.  The parties agree to file their respective financial
reports, income tax returns, property tax returns, and other returns
and reports for their respective Impositions (as such term is defined
in Section 33.1(e)) on such basis and, except as otherwise required by
law, not to take any positions inconsistent therewith.  QWEST shall
retain legal title to the entire QWEST System, including the GTE
Fibers and Associated Property subject to the IRUs hereunder.  In the
event the grant is not treated as a sale and purchase for tax
purposes, the parties shall pay any taxes arising by reason of such
tax treatment on the same basis as if it had been treated as a sale
and purchase.  Each party agrees to indemnify the other with respect
to any late filing penalties, interest or fees incurred as a result of
such party's failure to provide the other with such information solely
in such party's possession or control that may be necessary in order
to timely make any such filing.
6.4     This Agreement shall become effective on the date hereof and
shall terminate on the date when, after completion and delivery of all
Segments required to be delivered hereunder, all the Terms of all such
Segments shall have expired; provided that, those provisions of this
Agreement which, by their express terms, are intended to survive such
ter                   mination, shall survive.

                            ARTICLE VII.
               NETWORK ACCESS; REGENERATION FACILITIES
7.1     (a)  QWEST shall provide GTE with access to, and GTE shall
have the right to connect, at GTE's sole cost and expense, its
telecommunications system with, the GTE Fibers at various network
access points on the QWEST System right-of-way in each of the endpoint
cities and intermediate point cities along the route of each Segment
and at such additional locations along the QWEST System right-of-way
as may be requested by GTE (each such access point being referred to
as a "Connecting Point").  The specific locations of each such
Connecting Point shall be as mutually reasonably agreed upon by the
parties in good faith, subject to the Underlying Rights Requirements
and QWEST obtaining other required permits, authorizations and
approvals (which QWEST agrees to use its best efforts to obtain).  Any
such connection will be performed by QWEST, at GTE's sole cost and
expense, in accordance with QWEST's applicable specifications and
operating procedures.  GTE shall pay QWEST's Costs for each such
connection within thirty (30) days of the date of GTE's receipt of
QWEST's invoice therefor.  In order to schedule a connection of this
type, GTE shall request and coordinate such work not less than ninety
(90) days in advance of the date the connection is requested to be

 
completed.  Such work will be restricted to a Planned System Work
Period ("PSWP"), as defined in Section 33.1(i), unless otherwise
agreed to in writing for specific projects.  Subject to all applicable
Underlying Rights Requirements, GTE shall also be provided reasonable
access by QWEST to any Connecting Point at all times.  GTE shall have
no limitations on the types of electronics or technologies employed to
utilize the GTE Fibers, subject to mutually agreeable safety
procedures and so long as such electronics or technologies do not
interfere with the use of or present a risk of damage to any portion
of the QWEST System.
(b)     QWEST may route the GTE Fibers through QWEST's separate
terminal, endlink, POP or Regeneration Facilities at its sole
discretion so long as such routing does not have a material adverse
effect on the security, the safety or GTE's use of the GTE Fibers or
Associated Property hereunder and QWEST is responsible for all costs
and expenses associated therewith.
7.2     (a)  QWEST will provide GTE with regeneration site
facilities as identified on Exhibit F or as mutually agreed by the
parties to be located at approximately sixty (60) mile intervals along
the QWEST System right-of-way, in each case consisting of and
providing space of approximately
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
 square feet and amenities (except for the operating costs
associated therewith expressly required to be paid by GTE pursuant to
Section 8.2), as described in Exhibit F ("Regeneration Facilities") at
the rates set forth below.  The parties acknowledge that (i) the
locations of such Regeneration Facilities shall be coincident with the
locations of QWEST's own Regeneration Facilities.  In addition, QWEST
shall provide to GTE at GTE's Prorated Cost (as defined below in this
paragraph (a)) POP or terminal facilities of approximately
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
 square feet along the QWEST System right-of-way at such
locations as may be mutually determined by GTE and QWEST, subject to
space and power availability and Underlying Rights Requirements.
GTE's Occupancy of and access to all such Regeneration Facility Sites
(or POP or terminal facilities) shall include separate, secured, 24-hour-per-day
building access.  Any Regeneration Facilities (or POP or
terminal facilities) provided by QWEST to GTE shall be at GTE's
Prorated Cost.  For purposes of the foregoing two sentences, GTE's
Prorated Cost for Regeneration facilities means $
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per facility and for POP or terminal facilities means $
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 per facility.
(b)     Except as provided in Section 8.2 or as otherwise agreed
upon, in writing, by the parties, all amounts payable under this
Section 7.2 shall be due upon the date that the subject facility is
available for occupancy by GTE and shall be paid in the manner
specified in Section 2.2.
        7.3  Notwithstanding any qualifications or limitations on
QWEST's obligations under this Article or elsewhere in this Agreement,
including but not limited to the qualification that any obligation of
QWEST is subject to the Underlying Rights Requirements, QWEST is
obligated to use its best efforts to obtain and provide any requisite
consents, approvals, permits, authorizations and rights as may be
necessary in order for GTE to be able to install necessary equipment
and/or facilities, to have access to and to maintain its equipment and
facilities, to fully utilize the GTE Fibers, Associated Property, and
the IRU granted or to be granted to GTE under the Agreement, and to
provide maintenance on the Qwest System should QWEST not provide the
maintenance services set out in Exhibit H.  QWEST agrees that in the
event GTE's ability to utilize and maintain the GTE Fibers as herein
described is impeded in a material way as a result of the Underlying
Rights Requirements, QWEST agrees to use all commercially reasonable
efforts to amend the Underlying Rights or secure additional rights in
order to provide GTE with full access to the GTE Fibers.
                                  ARTICLE VIII.
                             OPERATIONS
8.1     Each party shall have full and complete control and
responsibility for determining any network and service configuration
or designs, routing configurations, regrooming, rearrangement or
consolidation of channels or circuits and all related functions with
regard to the use of that party's Dark Fiber.

 
8.2     GTE shall reimburse QWEST for GTE's proportionate share of
all reasonable and necessary operating costs incurred by QWEST in
connection with the Regeneration Facilities (or alternatively
requested POP or terminal facilities) provided pursuant to
Section 7.2(a), including its proportionate share of any monthly lease
costs for any such facilities and/or underlying property that QWEST
leases (including, to the extent included in such lease costs, base
rent, maintenance, insurance, security and taxes), maintenance of such
facilities, and all power and utility fees and charges, excluding any
lease costs for underlying rights on the right-of-way.  GTE's
proportionate share of such operating costs, including a proportionate
share of common area costs, shall be the ratio that the floor space
provided to GTE in any such facility (including a proportionate share
of the common area) bears to (i) in the case of lease costs, the total
space in such facility, and (ii) in the case of all other costs
(including common area costs), the total utilized space in such
facility.  QWEST shall submit invoices to GTE on an annual basis for
GTE's pro rata share of such operating costs during the preceding
twelve months.  GTE's reimbursement obligations for insurance and
taxes pursuant to this Section 8.2 shall in no event be duplicative of
GTE's payment obligations for insurance or taxes, respectively, as
provided in Article XIV and XV hereof, and in no event shall relieve
QWEST of its payment obligations for insurance costs or taxes,
respectively, as provided in Article XIV and XV hereof.
8.3     GTE acknowledges and agrees that, except to the extent
expressly provided pursuant to Section 7.2, QWEST is not supplying nor
is QWEST obligated to supply to GTE any optronics or electronics or
optical or electrical equipment or other facilities, including without
limitation, generators, batteries, air conditioners, fire protection
and monitoring and testing equipment, all of which are the sole
responsibility of GTE, nor is QWEST responsible for performing any
work other than as specified in this Agreement.
8.4     Upon not less than one hundred twenty (120) days' written
notice from QWEST to GTE, QWEST may, subject to GTE's prior written
approval (which approval shall not be unreasonably delayed or
withheld) substitute for the GTE Fibers on the QWEST System, or any
Segment or Segments comprising a portion of said QWEST System, an
equal number of alternative fibers along the same or an alternative
route; provided that in any such event, such substitution (i) shall be
in accordance with GTE's applicable specifications and operating
procedures, (ii) shall be effected at the sole cost of QWEST,
including, without limitation, all disconnect and reconnect costs,
fees and expenses, (iii) shall be constructed and tested in accordance
with the specifications and drawings set forth in Exhibits C and D and
Section 4.2, and incorporate fiber meeting the specifications set
forth in Exhibit E, and (iv) shall not interrupt or adversely affect
the use, operation or performance of GTE's network or business, or
change any Connecting Points or endpoints of any Segment or change the
location of any Regeneration Facilities (or POPs or terminal
facilities) used by GTE hereunder or any other GTE POP, node or switch
facilities, all as determined by GTE, in its sole discretion.
                             ARTICLE IX.
             MAINTENANCE AND REPAIR OF THE QWEST SYSTEM
9.1     From and after the Acceptance Date with respect to each
Segment, the maintenance of the QWEST System comprising such Segment
shall be provided in accordance with the maintenance requirements and
procedures set forth in Exhibit H hereto.
                             ARTICLE X.
               PERMITS; UNDERLYING RIGHTS; RELOCATION
10.1    QWEST covenants and agrees that it shall obtain, during the
course of construction of, and in any event on or before the
completion of conduit installation with respect to, each Segment of
conduit to be delivered hereunder all Underlying Rights (as defined
below) and such other rights, licenses, permits, authorizations,
consents and approvals (including, without limitation, any necessary

 
local, state, federal or tribal authorizations and environmental
permits) that are necessary in order to permit QWEST to construct,
install and maintain the conduit and the GTE Fibers to be encompassed
in such Segment in accordance with the terms and conditions hereof.
QWEST further covenants and agrees that it shall obtain, during the
course of construction of and in any event on or before the Acceptance
Date with respect to each Segment to be delivered hereunder, any and
all rights-of way, easements, licenses and other agreements relating
to the grant of rights and interests in and/or access to the real
property underlying the QWEST System (collectively, the "Underlying
Rights") and such other rights, licenses, permits, authorizations,
consents and approvals (including without limitation, any necessary
local, state, federal or tribal authorizations and environmental
permits) that are necessary in order to permit QWEST to grant the
IRUs, and otherwise to perform its obligations hereunder, in
accordance with the terms and conditions hereof, and to (and all of
which Underlying Rights shall) permit GTE to use the GTE Fibers and
Associated Property as provided and permitted hereunder and in
accordance with the terms and conditions hereof.  QWEST shall use its
best efforts to cause the terms of each such Underlying Right to
provide GTE with notice of any default on the part of QWEST and to
permit GTE to cure, on behalf of QWEST, any such default by QWEST and,
thereafter, to continue the use of such Underlying Right in accordance
with QWEST's rights and interests thereunder and, if GTE at any time
cures such default by QWEST, QWEST shall reimburse GTE for any and all
amounts reasonably paid by GTE promptly upon demand.
10.2    QWEST further covenants and agrees that, with respect to
each Underlying Right that is necessary in order to continue and
maintain the IRUs granted hereunder, and to permit GTE to exercise its
rights to use the GTE Fibers and Associated Property, in each case in
accordance with the terms and conditions hereof:
(i)     QWEST shall, for a period of

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 years from the date hereof (or until the earlier to occur of
(A) the expiration of the economically useful life of the GTE Fibers,
as determined pursuant to Section 6.2, or (B) the expiration or
termination of the term of a particular Underlying Right, so long as
any such termination is not effected as a result of any failure of
QWEST (not caused as a result of GTE's failure to observe and perform
its obligations hereunder) to observe and perform its duties,
obligations and responsibilities under such Underlying Right or under
this Agreement, including under this Article X), observe and perform
each and every of its obligations under each document, agreement or
instrument granting or conveying to QWEST such an Underlying Right if
the failure to observe and perform any such obligation or obligations
would permit the grantor of such Underlying Right to terminate such
Underlying Right prior to its stated expiration date, or would
otherwise materially, adversely impair or affect GTE's ability to use
the GTE Fibers and Associated Property, or exercise its rights with
respect thereto, as provided and permitted hereunder; and

(ii)    QWEST shall either require that the initial stated
term of each such Underlying Right be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day
of the Minimum Period (as hereinafter defined with respect to each
Segment) or, if the initial stated term of any such Underlying Right
expires, in accordance with its ordinary terms, on a date earlier than
the last day of the Minimum Period, QWEST shall at its cost exercise
any renewal rights thereunder, or otherwise acquire such extensions,
additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not
earlier than the last day of the Minimum Period.  The "Minimum Period"
shall be, with respect to each Segment, the period from the date on
which construction of such Segment commences until the

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 anniversary of such date; and

(iii)   From and after the last day of the Minimum Period,
QWEST at its sole cost shall use its best efforts (without being
required to expend commercially unreasonably amounts therefor) to
obtain such extensions and/or renewals as may be necessary in order to
cause the stated term of each such Underlying Right to be continued
for an additional period or periods of, in the aggregate,

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years following the Minimum Period or until the earlier
expiration of the economically useful life of the GTE Fibers, as
determined pursuant to Section 6.2; provided that QWEST shall not be
required to expend, as consideration for any such renewal or
extension, more than the fair market rate payable at such time for
similar rights and terms except to the extent that GTE agrees at its

 
option to pay directly or reimburse QWEST for any amounts required to
be paid in excess of such fair market rate to renew or extend such an
Underlying Right; and

(iv)    Throughout the term of each such Underlying Right, QWEST
shall at its reasonable cost and expense defend and protect QWEST's
rights in and interests under the Underlying Rights and GTE's right to
use the GTE Fibers and Associated Property as provided and permitted
hereunder against interfering or infringing rights, interests or
claims of third parties.
10.3    Upon the expiration or termination of any Underlying Right
that is necessary in order to grant, continue or maintain an IRU
granted hereunder in accordance with the terms and conditions hereof,
so long as QWEST shall have fully observed and performed its
obligations under this Article X with respect thereto, the Term of the
IRUs hereunder with respect to any Segment or Segments affected
thereby shall automatically expire upon such expiration or
termination.
10.4    If, after the Acceptance Date with respect to a Segment,
QWEST is required by a third party with legal authority to so require
(including, without limitation, the grantor of an Underlying Right,
but only to the extent that such relocation is not required as a
result of a failure by QWEST to observe and perform its obligations
under such Underlying Right or this Agreement), or if GTE agrees, to
relocate any portion of such Segment including any of the facilities
used or required in providing the IRUs in such Segment hereunder,
QWEST shall proceed with such relocation, including, but not limited
to, the right, in good faith, to reasonably determine the extent of,
the timing of, and methods to be used for such relocation; provided
that (i) the route of any such relocation shall be subject to the good
faith agreement of the parties with a bona fide interest therein,
(ii) GTE shall be kept fully informed of all other determinations made
by QWEST in connection with such relocation, and (iii) any such
relocation shall be constructed and tested in accordance with the
specifications and drawings set forth in Exhibits C and D, and
incorporate fiber meeting the specifications set forth in Exhibit E.
GTE shall reimburse QWEST for its proportionate share of the Costs of
such relocation of the portion of the Segment so relocated, reduced by
such amount, if any, of the portion of such Costs as are reimbursed to
QWEST by the party requiring such relocation, as follows:  (i) if the
affected portion of the Segment includes any conduit other than the
conduit housing the GTE Fibers for which QWEST is responsible for
relocation costs, the total Costs of relocation of the conduits (i.e.,
relocation of the conduits only without regard to whether the conduits
contain fibers) shall be allocated based on the overall number of
conduits relocated; (ii) such Costs allocated to the conduit carrying
the GTE Fibers plus the Costs specifically associated with the
relocation of the fiber (i.e., relocation of the fiber only without
regard to relocation of conduit) shall be further allocated to GTE
based on GTE's proportionate share of (A) all Costs of fiber
acquisitions, splicing and testing, prorated based on the total fiber
count in the affected Cable, as so relocated, and (B) all other Costs
associated with the relocation of the conduit housing the affected
Cable, prorated based on the total number of owners (including QWEST)
and holders of IRUs or equivalent interests (including long-term
lessees) (each, an "Interest Holder") in the affected Cable, as so
relocated.  GTE shall have the right to review and audit all Costs
incurred in connection with such relocation.  QWEST shall deliver to
GTE updated As-Builts with respect to the relocated Segment not later
than sixty (60) days following the completion of such relocation.  Any
condemnation or taking under the power of eminent domain of all or any
portion of a Segment shall be deemed a relocation required by a third
party with legal authority to so require, and such affected Segment,
or portion thereof, shall be relocated in accordance with this
Section 10.4 and any condemnation proceeds received by QWEST shall be
applied to such relocation as provided above.
ARTICLE XI.
USE OF QWEST SYSTEM
11.1    The requirements, restrictions, and/or limitations upon
GTE's right to use the GTE  Fibers and Associated Property as provided
and permitted under this Agreement imposed under, and associated
safety, operational and other rules and regulations imposed in
connection with, the Underlying Rights are referred to collectively as
the "Underlying Rights Requirements."  QWEST represents and warrants
that, it has made available to GTE for its review and inspection a
copy of certain documents, agreements, or instruments pursuant to
which QWEST has been granted an Underlying Right as of the date hereof

 
(the "Existing Underlying Rights"), and certain associated safety,
operational and other rules and regulations imposed in connection with
the exercise of its rights thereunder (all of which are identified on
Exhibit I hereto).  GTE hereby accepts the Existing Underlying Rights
and the Underlying Rights Requirements associated therewith.  QWEST
represents that it is not in default under any of the Existing
Underlying Rights that would permit the grantor of such Underlying
Right to terminate such Underlying Right prior to its stated
expiration date, or would otherwise materially, adversely impair or
affect GTE's ability to use the GTE Fibers and Associated Property, or
exercise its rights with respect thereto, as provided and permitted
hereunder, and, to the best of its knowledge, none of the grantors are
in default under the Existing Underlying Rights.  With respect to each
Underlying Right (other than the Existing Underlying Rights) obtained
after the date hereof by QWEST (or an Underlying Right existing on the
date hereof under any document, agreement or instrument delivered
after the date hereof) in carrying out its obligations hereunder from
the same type of grantor as a grantor of any Existing Underlying
Right, QWEST represents and warrants that the terms and conditions
thereof, and rules and regulations imposed in connection therewith,
shall not impose materially more onerous limitations and restrictions
on the rights of GTE to use the GTE Fibers and Associated Property as
permitted and provided hereunder than those imposed by such type of
grantor under and in connection with the Existing Underlying Rights
and Underlying Rights Requirements associated therewith.  To the
extent that any such Underlying Right documents, agreements or
instruments were or hereafter are provided in a redacted format to
protect confidential and proprietary business terms, QWEST represents
and warrants that no language or information so redacted constitutes
an Underlying Rights Requirement nor otherwise imposes material
requirements, restrictions and/or limitations upon GTE's right to use
the GTE Fibers and Associated Property as provided and permitted
hereunder.  QWEST represents to GTE that the map heretofore provided
to GTE delineating the general location of rights of way, easements
and other rights held by QWEST under the principal agreements
evidencing the Existing Underlying Rights is a true and complete
depiction, in all material respects, with respect to the general
location of such Existing Underlying Rights that relate to the GTE
Fibers to be installed along the QWEST System as contemplated by this
Agreement.
11.2    GTE represents, warrants and covenants that it will use the
GTE Fibers and Associated Property in compliance with (i) all
applicable government codes, ordinances, laws, rules, regulations
and/or restrictions, and (ii) subject to QWEST's obligations under
Section 11.1, the Underlying Rights Requirements.
11.3    In addition to the other rights provided hereunder, but
subject to the provisions of Article VII, the IRUs granted hereunder
shall include the right at GTE's cost to install additional equipment,
or replace existing equipment, in the facility space provided to GTE
pursuant to Article VII, subject to the Underlying Rights
Requirements.
11.4    QWEST agrees and acknowledges that it has no right to use
the GTE Fibers during the Term hereof, and that, from and after the
effective date of the grant of each IRU hereunder, QWEST shall keep
the GTE Fibers, the Associated Property and the IRUs granted hereunder
free from (i) any liens of any third party attributable to QWEST, and
(ii) any rights or claims of any third party attributable to QWEST, as
and to the extent required pursuant to Article X hereof.  In addition,
QWEST agrees that, from and after the execution of this Agreement and
until the effective date of the grant of each IRU hereunder with
respect to any Segment, it shall obtain from any entity in favor of
which QWEST in its discretion shall have granted a security interest
or lien on all or part of such Segment a written nondisturbance
agreement substantially to the effect that such lienholder
acknowledges GTE's rights and interests in and to the GTE Fibers, the
Associated Property and the IRU's hereunder and agrees that the same
shall not be diminished, disturbed, impaired or interfered with by
such lienholder.
11.5    Subject to the provisions of Article XXV and this
Article XI, GTE may use the GTE Fibers, the Associated Property and
the IRUs for any lawful telecommunications purpose.  For purposes of
this Section 11.5 "telecommunications" shall have the meaning as used
and interpreted in 47 U.S.C. Sec.153(2)(43).  GTE agrees and
acknowledges that it has no right to use any of the fibers, other than
the GTE Fibers, included in the Cable or otherwise incorporated in the
QWEST System, and that GTE shall keep any and all of the QWEST System,
other than the IRU in the GTE Fibers or in the Associated Property,

 
free from any liens, rights or claims of any third party attributable
to GTE.
11.6    GTE and QWEST shall promptly notify each other of any
matters pertaining to, or the occurrence (or impending occurrence) of,
any event which could give rise to any damage or impending damage to
or loss of the QWEST System that are known to such party.  Without
limiting the generality of the foregoing, QWEST shall promptly forward
to GTE a copy of any notice of default received by QWEST with respect
to its obligations under any Underlying Right if such default is not
promptly cured by QWEST.
11.7    GTE shall not use the GTE Fibers or any related facilities
or equipment in a way which physically interferes in any way with or
adversely affects the use of the fibers or cable of any other person
using the QWEST System, it being expressly acknowledged that the QWEST
System includes or will include other participants, including QWEST
and other owners and holders of Dark Fiber IRUs and telecommunication
system operations.  QWEST shall not use any other fibers in the QWEST
System in a way which physically interferes with or adversely affects
the use of the GTE Fibers, and shall obtain a similar agreement from
any person that acquires the right to use fibers in the QWEST System
after the date hereof.
11.8    GTE and QWEST each agree to cooperate with and support the
other in complying with any requirements applicable to their
respective rights and obligations hereunder by any governmental or
regulatory agency or authority.
11.9    QWEST agrees, so long as any such action would not violate
the terms of any Underlying Right, upon request of GTE, to execute,
file and/or record such documents or instruments as GTE shall deem
reasonably necessary or appropriate to evidence or safeguard the IRUs
granted to GTE hereunder.  GTE agrees to reimburse QWEST for all
reasonable costs and out-of-pocket expenses (including, without
limitation, reasonable fees and expenses of legal counsel) incurred by
QWEST in fulfilling its obligations under this Section 11.9.
                            ARTICLE XII.
                           INDEMNIFICATION
12.1    Subject to the provisions of Articles XIII and XVIII, QWEST
hereby releases and agrees to indemnify, defend, protect and hold
harmless GTE and its employees, officers and directors, from and
against, and assumes liability for:
(a)     Any injury, loss or damage to any person (including GTE),
tangible property or facilities of any person or entity (including
reasonable attorneys' fees and costs) to the extent arising out of or
resulting from the acts or omissions, negligent or otherwise, of
QWEST, its officers, employees, servants, affiliates, agents,
contractors, licensees, invitees or vendors arising out of or in
connection with a default (other than a default caused by a failure of
GTE to perform or comply with its obligations hereunder) by QWEST in
the performance of its obligations or breach of its representations
under this Agreement (including, without limitation, any default by
QWEST in the performance of its obligations under Article X with
respect to the Underlying Rights and under Article XI with respect to
its use of the QWEST System); and
(b)     Any claims, liabilities or damages, including reasonable
attorneys' fees and costs, arising out of any violation by QWEST of
any regulation, rule, statute or court order of any local, state or
federal governmental agency, court or body in connection with the
performance of its obligations under this Agreement.
12.2    Subject to the provisions of Articles XIII and XVIII, GTE
hereby releases and agrees to indemnify, defend, protect and hold
harmless QWEST, and its employees, officers and directors, from and
against, and assumes liability for:
(a)     Any injury, loss or damage to any person (including QWEST),
tangible property or facilities of any person or entity (including
reasonable attorneys' fees and costs) to the extent arising out of or
resulting from the acts or omissions, negligent or otherwise, of GTE,
its officers, employees, servants, affiliates, agents, contractors,
licensees, invitees or vendors arising out of or in connection with a
default (other than a default caused by a failure of QWEST to perform
or comply with its obligations hereunder) by GTE in the performance of
its obligations or breach of its representations under this Agreement
(including, without limitation, any default by GTE in the performance
of its obligations under Article XI with respect to its use of the
QWEST System); and
(b)     Any claims, liabilities or damages, including reasonable
attorneys' fees and costs, arising out of any violation by GTE of any
regulation, rule, statute or court order of any local, state or
federal governmental agency, court or body in connection with its use

 
of the IRUs and/or the GTE Fibers and Associated Property hereunder.
12.3    The parties agree to promptly provide each other with
notice of any lawsuit, judicial, administrative or other dispute
resolution action or proceeding, or claim of which it becomes aware
and which it believes may result in an indemnification obligation
hereunder (each, an "Action"); provided that the failure to provide
any such notice shall not affect the indemnifying party's
indemnification obligation unless the indemnifying party is actually
prejudiced by the failure to receive such notice.  After receipt of
any such notice, if the indemnifying party shall acknowledge in
writing to the indemnified party that the indemnifying party shall be
obligated under the terms of this indemnity hereunder in connection
with such Action, then the indemnifying party shall be entitled, if it
so elects (i) to take control of the defense and investigation of such
Action, (ii) to employ and engage attorneys of its own choice to
handle and defend the same, at the indemnifying party's cost, risk and
expense unless the named parties to such action or proceeding include
both the indemnifying party and the indemnified party and the
indemnified party has been advised in writing by counsel that there
may be one or more legal defenses available to such indemnified party
that are different from or additional to those available to the
indemnifying party, in which case the indemnified party shall also
have the right to employ its own counsel in any such case with the
reasonable fees and expenses of such counsel being borne by the
indemnifying party, and (iii) to compromise or settle such Action,
which compromise or settlement shall be made only with the written
consent of the indemnified party, such consent not to be unreasonably
withheld.  Notwithstanding anything in this Section 12.3 to the
contrary, (i) if there is a reasonable probability that an
indemnifiable claim may materially adversely affect the indemnified
party, other than as a result of money damages or other money
payments, the indemnified party shall have the right to participate in
such defense, compromise or settlement and the indemnifying party
shall not, without the indemnified party's written consent (which
consent shall not be unreasonably withheld), settle or compromise any
indemnifiable claim or consent to entry of any judgment in respect
thereof unless such settlement, compromise or consent includes as an
unconditional term thereof the giving by the claimant or the plaintiff
to the indemnified party a release from all liability in respect of
such indemnifiable claim.
12.4    The parties hereby expressly recognize and agree that each
party's said obligation to indemnify, defend, protect and save the
other harmless is not a material obligation to the continuing
performance of the parties' other obligations, if any, hereunder.  In
the event that a party shall fail for any reason to so indemnify,
defend, protect and save the other harmless, the injured party hereby
expressly recognizes that its sole remedy in such event shall be the
right to bring legal proceedings against the other party for its
damages as a result of the other party's said failure to indemnify,
defend, protect and save harmless.  The obligations of the parties
under this Article XII shall survive the expiration or termination of
this Agreement.
12.5    Nothing contained herein shall operate as a limitation on
the right of either party hereto to bring an action for damages
against any third party, including indirect, special or consequential
damages, based on any acts or omissions of such third party as such
acts or omissions may affect the construction, operation or use of the
GTE Fibers or the QWEST System; provided, however, that each party
hereto shall assign such rights or claims, execute such documents and
do whatever else may be reasonably necessary to enable the other party
to pursue any such action against such third party.
                            ARTICLE XIII.
                       LIMITATION OF LIABILITY
13.1    Notwithstanding any provision of this Agreement to the
contrary, except to the extent caused by its own willful misconduct,
neither party shall be liable to the other party for any special,
incidental, indirect, punitive or consequential damages, whether
foreseeable or not, arising out of, or in connection with such party's
failure to perform its respective obligations or breach of its
respective representations hereunder, including, but not limited to,
loss of profits or revenue (whether arising out of transmission
interruptions or problems, any interruption or degradation of service
or otherwise), cost of capital, or claims of customers, in each case
whether occasioned by any construction, reconstruction, relocation,
repair or maintenance performed by, or failed to be performed by, the
other party or any other cause whatsoever, including breach of
contract, breach of warranty, negligence, or strict liability, all

 
claims with respect to which such special, incidental, indirect,
punitive or consequential damages are hereby specifically waived.
Nothing contained herein shall be construed to prohibit or reduce the
payment by QWEST of the amounts described in Section 18.2 and which
the parties acknowledge are the sole rights and remedies of GTE to the
extent provided in Section 18.2(e).
                            ARTICLE XIV.
                              INSURANCE
14.1    During the construction period with respect to any Segment,
and until the Acceptance Date with respect thereto, QWEST shall
procure and maintain in force the following insurance coverage from
companies lawfully approved to do business in the state where the
construction will be performed:
(a)     not less than $5,000,000 combined single-limit liability
insurance, on an occurrence basis, for personal injury and property
damage, including, without limitation, injury or damage arising from
the operation of vehicles or equipment and liability for completed
operations;
(b)     workers' compensation insurance in amounts required by
applicable law and employers' liability insurance with a limit of at
least $1,000,000 per occurrence;
(c)     automobile liability insurance covering death or injury to
any person or persons, or damage to property arising from the
operation of vehicles or equipment, with limits of not less than
$2,000,000 per occurrence; and
(d)     any other insurance coverages required pursuant to QWEST's
right-of-way agreements with railroads or other third parties.
QWEST shall require its subcontractors who are engaged in
connection with the construction of the QWEST System to maintain
insurance in the types and amounts as would be obtained by a prudent
person to provide adequate protection against loss.  In all
circumstances, QWEST shall require its subcontractors to carry a
minimum of $1,000,000 in commercial general liability; and
(e)     GTE shall be listed as an additional insured on all
policies set forth above, except workers' compensation.  QWEST shall
provide to GTE a certificate of insurance evidencing such insurance
coverage.  Evidence of insurance furnished shall contain a clause
stating GTE "shall be notified in writing at least thirty (30) days
prior to any cancellation of, or any material change or new exclusions
in the policy."
14.2    Following the Acceptance Date with respect to each Segment,
and throughout the remaining term of the IRU with respect to such
Segment, each party shall procure and maintain in force, at its own
expense:
(a)     not less than $5,000,000 combined single limit liability
insurance, on an occurrence basis, for personal injury and property
damage, including, without limitation, injury or damage arising from
the operation of vehicles or equipment and liability for completed
operations;
(b)     workers' compensation insurance in amounts required by
applicable law and employers' liability insurance with a limit of at
least $1,000,000 per occurrence;
(c)     automobile liability insurance covering death or injury to
any person or persons, or damage to property arising from the
operation of vehicles or equipment, with limits of not less than
$2,000,000 per occurrence; and
(d)     any other insurance coverages specifically required of such
party pursuant to QWEST's right-of-way agreements with railroads or
other third parties.
14.3    Both parties expressly acknowledge that a party shall be
deemed to be in compliance with the provisions of this Article if it
maintains an approved self insurance program providing for a retention
of up to $1,000,000.  If either party provides any of the foregoing
coverages on a claims-made basis, such policy or policies shall be for
at least a three-year extended reporting or discovery period.  Unless
otherwise agreed, GTE's and QWEST's insurance policies shall be
obtained and maintained with companies rated "A" or better by Best's
Key Rating Guide and each party shall provide the other with an
insurance certificate confirming compliance with this requirement for
each policy providing such required coverage.
14.4    In the event either party fails to obtain the required
insurance or to obtain the required certificates from any contractor
and a claim is made or suffered, such party shall indemnify and hold
harmless the other party from any and all claims for which the
required insurance would have provided coverage.  Further, in the
event of any such failure which continues after seven (7) days'
written notice thereof by the other party, such other party may, but

 
shall not be obligated to, obtain such insurance and will have the
right to be reimbursed for the cost of such insurance by the party
failing to obtain such insurance.
14.5    In the event coverage is denied or reimbursement of a
properly presented claim is disputed by the carrier for insurance
provided above, the party carrying such coverage shall make good-faith
efforts to pursue such claim with its carrier.
14.6    GTE and QWEST shall each obtain from the insurance
companies providing the coverages required by this Agreement the
permission of such insurers to allow such party to waive all rights of
subrogation and such party does hereby waive all rights of said
insurance companies to subrogation against the other party, its parent
corporation, affiliates, subsidiaries, assignees, officers, directors,
and employees or any other party entitled to indemnity under this
Agreement.
                             ARTICLE XV.
           TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS
15.1    The parties acknowledge and agree that it is their mutual
objective and intent to (i) minimize, to the extent feasible, the
aggregate Impositions (as defined in Section 33.1(e)) payable with
respect to the QWEST System and (ii) share such Impositions according
to their respective interests in the QWEST System , and that they will
cooperate with each other and coordinate their mutual efforts to
achieve such objectives in accordance with the provisions of this
Article XV.
15.2    (a)  QWEST shall be responsible for and shall timely pay
any and all Impositions with respect to the construction or operation
of the QWEST System which Impositions are (i) imposed or assessed
prior to the Acceptance Date, (ii) imposed or assessed with respect to
events which occurred or property rights or obligations of QWEST which
existed prior to the acceptance date; or (iii) imposed or assessed
(regardless of the time) with respect to the QWEST System in exchange
for the approval of construction in the original agreement which
resulted in the granting of an Underlying Right.  Notwithstanding the
foregoing obligations, QWEST shall have the right to challenge any
such Impositions so long as the challenge of such Impositions does not
materially, adversely affect the title, rights or property to be
delivered to GTE pursuant hereto.
             (b)  Real and/or personal property or ad valorem taxes
shall be prorated between QWEST and GTE based on the period the
Property was owned by each respective party during the fiscal period
for which such taxes were imposed by the taxing jurisdiction (as such
fiscal period is reflected on the bill rendered by such taxing
jurisdiction).  If the fiscal period is not identified on the tax
bill, proration between QWEST and GTE shall be calculated based on the
privilege period of the taxing jurisdiction.  QWEST and GTE shall pay
or be reimbursed for real and/or personal property taxes (including
instances in which such property taxes have been paid before the
Acceptance Date) prorated on this basis.
15.3    Except as to Impositions described in paragraphs (ii) and
(iii) of Section 15.2, which are clearly for QWEST's account following
the Acceptance Date, QWEST shall timely pay any and all Impositions
imposed upon or with respect to the QWEST System to the extent such
Impositions may not feasibly be separately assessed or imposed upon or
against the respective ownership interests of QWEST and GTE in the
QWEST System; provided that, upon receipt of a notice of any such
Imposition, QWEST shall promptly notify GTE of such Imposition and
following payment of such Imposition by QWEST, GTE shall promptly
reimburse QWEST for its proportionate share of such Imposition, which
share shall be determined (i) to the extent possible, based upon the
manner and methodology used by the particular authority imposing such
Impositions (e.g., on the cost of the relative property interests,
historic or projected revenue derived therefrom, or any combination
thereof) and, if based upon projected revenue or gross receipts, then
based on the relative number of GTE Fibers in the affected portion of
the QWEST System compared to the total number of fibers in the
affected portion of the QWEST System during the relevant tax period
which are subject to an indefeasible right of use or are otherwise in
use; or (ii) if the same cannot be so determined, then based upon
GTE's proportionate share of the total fiber count in the affected
portion of the QWEST System.  If QWEST's assessed value, for property
tax purposes, is based on its entire operation in any state
(i.e., central assessment), QWEST and GTE shall work together in good
faith to allocate a proper portion n of said assessment to the QWEST
System and GTE's ownership interest in the QWEST System. If GTE's
assessed value, for property tax purposes, is based on a duplicate
assessment of the same property as QWEST, QWEST and GTE shall work

 
together in good faith to allocate a portion of this duplicate
assessment to each party.  QWEST and GTE shall work together in good
faith to aggressively defend against such duplicate assessment in any
state which attempts to impose a duplicate assessment.  QWEST shall
provide GTE with reasonable supporting documentation for Impositions
for which QWEST seeks reimbursement. Any reimbursement made under this
Section 15.3 shall be in an amount that, after deductions of all
Impositions required to be paid by QWEST in respect of the receipt or
accrual of such reimbursement and after consideration of any deduction
to which QWEST may be entitled with respect to the payment or accrual
of the Impositions which have been reimbursed shall be equal to the
amount otherwise required to be paid by QWEST hereunder.  Hereafter,
such additional amount or amounts shall be referred to as the "Gross-up Amount."
QWEST shall, upon request, provide GTE with documentation
in support of any Gross-up Amount so as to ensure that both parties
are made whole in a manner that is consistent with the mutual
objectives set forth in section 15.1 of the Agreement.  If such Gross-up Amount
exceeds $
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
, GTE may elect to engage the services of an independent
consultant, at GTE's sole cost and expense, to review QWEST's
computation of such Gross-up Amount.  Any independent consultant
selected by GTE shall be subject to approval by QWEST, which such
approval shall not be unreasonably withheld, and such independent
consultant shall be subject to confidentiality restrictions as may be
determined in QWEST's sole discretion.  Further, if, after review of
such documentation or otherwise, in the event the parties are unable
to agree upon the amount of the Gross-up Amount, such dispute shall be
resolved pursuant to Article XXI of the Agreement.
15.4    Upon notice of the assertion or proposed assertion of any
Imposition described in Section 15.3 (including Impositions that
trigger a Gross-up Amount) QWEST shall promptly and in good faith
consult with GTE concerning the underlying facts and whether to
contest or continue to contest such assertion or proposed assertion.
Notwithstanding any provision herein to the contrary, QWEST shall have
the right to contest any Imposition described in Section 15.3, above,
(including Impositions which trigger a Gross-up Amount), provided that
such contest does not materially adversely affect GTE.  Such contest
may be pursued by any lawful means including by non-payment of such
Imposition provided such non-payment contest does not materially,
adversely affect the title, rights or property to be delivered to GTE
pursuant hereto.  The out-of-pocket costs and expenses (including
reasonable attorneys' fees) incurred by QWEST in any such contest
shall be shared by QWEST and GTE in the same proportion as to which
the parties shared in any such Imposition, as it was originally
assessed.  Any refunds or credits resulting from a contest brought
pursuant to this Section 15.4 shall be divided between QWEST and GTE
in the same proportion as to which such refunded or credited
Impositions were borne by QWEST and GTE.  In any such event, QWEST
shall provide timely notice of such challenge to GTE.  If QWEST
chooses to proceed with such challenge after receipt of a written
objection to the challenge from GTE, QWEST shall conduct such
challenge at its own costs and expense, provided that GTE shall not
receive the benefit of any refund or credit, if any, obtained as a
result of a successful challenge.  Further, where QWEST does not
contest an Imposition, GTE shall have the right, after notice to
QWEST, to contest such Imposition as long as such contest does not
materially, adversely affect the title property or rights of QWEST.
The out-of-pocket costs and expenses (including reasonable attorneys'
fees) incurred by GTE in any such contest shall be shared by GTE and
QWEST in the same proportion as to which the parties shared in such
Imposition, as it was originally assessed.  Any refunds or credits
resulting from a contest shall be divided between GTE and QWEST in the
same proportion as to which such refunded or credited Imposition was
borne by GTE and QWEST.  If GTE chooses to proceed with such contest
after receipt of written objection to the challenge from QWEST, GTE
shall conduct such challenge at its own costs and expense, provided
that QWEST shall not receive the benefit of any refund or credit, if
any, obtained as a result of a successful challenge.  Provided,
however, that notwithstanding anything to the contrary in this
Article XV, QWEST shall have complete authority over and discretion to
control (including the authority to dismiss or not pursue) any
contests relating to Impositions based upon the computation of QWEST's
taxable income under the Federal Internal Revenue Code or state income
or franchise tax laws (hereinafter "Net Income Based Impositions").
GTE shall, however, be consulted on the conduct and status of such

 
contest.  QWEST shall have no obligation to disclose to GTE its income
or franchise tax returns and records except as to the discrete portion
of such return or record that directly relates to the computation and
payment of such Net Income Based Impositions.  Provided further,
however, that in the event QWEST shall determine in its own discretion
not to pursue a contest of any Net Income Based Imposition as to which
GTE has requested a contest pursuant to the provisions described above
in this Section 15.4, then GTE shall have no obligation to provide any
reimbursement for such amount if GTE shall have obtained and provided
to QWEST an opinion of nationally recognized legal counsel confirming
that a meritorious defense exists to such Net Income Based Imposition.
15.5    Except as to Impositions described in paragraph (iii) of
Section 15.2, following the Acceptance Date QWEST and GTE,
respectively, shall be separately responsible for any and all
Impositions (i) expressly or implicitly imposed upon, based upon, or
otherwise measured by the gross receipts, gross income, net receipts
or net income received by or accrued to such party due to its
respective ownership or use of the QWEST System and/or the GTE Fibers,
or (ii) which have been separately assessed or imposed upon the
respective ownership interest of such party in the QWEST System and/or
the GTE Fibers.  If the GTE Fibers are the only fibers located in the
Cable from the point where the Cable leaves the QWEST System right-of-way to a
GTE POP, GTE shall be solely responsible for any and all
Impositions imposed on or with respect to such portion of the QWEST
System.
15.6    Notwithstanding any provision herein to the contrary, GTE
shall have the right to protest by appropriate proceedings any
Imposition described in Section 15.5, above.  In such event, GTE shall
indemnify and hold QWEST harmless from any expense, legal action or
cost, including reasonable attorneys' fees, resulting from GTE's
exercise of its rights hereunder.  In the event of any refund, rebate,
reduction or abatement to GTE of any such Imposition imposed upon
and/or paid by GTE, GTE shall be entitled to receive the entire
benefit of such refund, rebate, reduction or abatement attributable to
GTE's use of the QWEST System.  In the event GTE has exhausted all its
rights of appeal in protesting any Imposition and has failed to obtain
the relief sought in such proceedings or appeals ("Finally Determined
Taxes and Fees"), GTE and QWEST may jointly agree (with the consent
and participation of the other Interest Holders in the affected
portion of the QWEST System) to relocate a portion of the QWEST System
so as to bypass the jurisdiction which had imposed or assessed such
Finally Determined Taxes and Fees with the total Costs thereof to be
shared proportionately as follows:  (i) if the affected portion of the
QWEST System includes any conduit other than the conduit in which the
GTE Fibers are located, the total Costs of relocation of the conduits
(i.e., relocation of the conduits only without regard to whether the
conduits contain fibers) shall be allocated based on the overall
number of conduits in the QWEST System which are relocated; and
(ii) such Costs allocated to the conduit carrying the GTE Fibers plus
the Costs specifically associated with the relocation of the fiber
(i.e., relocation of the fiber only without regard to relocation of
conduit) to be further allocated to GTE based upon GTE's proportionate
share of (A) all Costs of fiber acquisitions, splicing and testing,
prorated based on the total fiber count in the Cable, as so relocated;
and (B) all other Costs associated with the relocation of the conduit
housing the affected Cable, prorated based upon the total number of
Interest Holders in the affected Cable, as so relocated.  QWEST shall
deliver to GTE updated As-Builts with respect to the relocated QWEST
System not later than sixty (60) days following the completion of such
relocation.  If GTE and QWEST do not determine to relocate the
affected portion of the QWEST System, GTE shall have the right to
terminate its use of the GTE Fibers in the affected portion of the
QWEST System.  Such termination shall be effective on the date
specified by GTE in a notice of termination, which date shall be at
least ninety (90) days after the notice.  Upon such termination, the
IRU in the affected portion of the QWEST System shall immediately
terminate, and the GTE Fibers in the affected portion of the QWEST
System shall thereupon revert to QWEST without reimbursement of any of
the IRU Fee or other payments previously made with respect thereto.
15.7    Notwithstanding the provisions of Section 15.6, with
respect to any Impositions relating to the QWEST System which are
imposed upon both QWEST and GTE (or both of their respective interests
therein), QWEST, at its option and at its own expense, shall have the
right to direct and manage in good faith any such contest; subject,
however, to reasonable and appropriate consultation with GTE which
hereby agrees to reasonably cooperate with QWEST in any such contest.
The right of QWEST to contest any Imposition pursuant to this

 
Section 15.7 shall be contingent upon reasonable and appropriate
assurances that any such contest will not adversely affect the title,
property or rights of GTE hereunder.
15.8    QWEST and GTE agree to cooperate fully in the preparation
of any returns or reports relating to the Impositions.  QWEST and GTE
further acknowledge and agree that the provisions of this Article XV
are intended to allocate the Impositions expected to be assessed
against or imposed upon the parties with respect to the QWEST System
based upon the procedures and methods of computation by which
Impositions generally have been assessed and imposed to date, and that
material changes in the procedures and methods of computation by which
such assessments are assessed and imposed could significantly alter
the fundamental economic assumptions underlying the transactions
hereunder to the parties.  Accordingly, the parties agree that, if in
the future the procedures or methods of computation by which
Impositions are assessed or imposed against the parties change
materially from the procedures or methods of computation by which they
are imposed as of the date hereof, the parties will negotiate in good
faith an amendment to the provisions of this Article XV in order to
preserve, to the extent reasonably possible, the economic intent and
effect of this Article XV as of the date hereof.
ARTICLE XVI.
NOTICE
16.1    Unless otherwise provided herein, all notices and
communications concerning this Agreement shall be addressed to the
other party as follows:
If to QWEST:      QWEST Communications Corporation
ATTENTION:  President
555 Seventeenth Street
Denver, Colorado   80202
Telephone No.:  (303) 291-1400
Facsimile No.:   (303) 291-1724

with a copy to:        QWEST Communications Corporation
ATTENTION:  General Counsel
555 Seventeenth Street
Denver, Colorado  80202
Telephone No.:  (303) 291-1400
Facsimile No.: (303) 291-1724

If to GTE:     GTE  Intelligent Network Services
                Incorporated
             ATTENTION:  President
                       600 Hidden Ridge
                       P.O. Box 152092
             Irving, Texas  75038
             Telephone No.:
             Facsimile No:

with a copy to:



or at such other address as either party may designated from time to
time in writing to the other party.
        16.2 Unless otherwise provided herein, notices shall be
hand delivered, sent by registered or certified U.S. mail, postage
prepaid, or by commercial overnight delivery service, or transmitted
by facsimile, and shall be deemed served or delivered to the addressee
or its office when received at the address for notice specified above
when hand delivered, upon confirmation of sending when sent by fax, on
the day after being sent when sent by overnight delivery service, or
three (3) days after deposit in the mail when sent by U.S.  mail.
        16.3 All invoices concerning payment obligations due to
QWEST pursuant to this Agreement shall be addressed to GTE as follows:

GTE Intelligent Network Services Incorporated
                  600 Hidden Ridge
                  P.O. Box 152092
                  Irving, Texas  75038
                  ATTENTION:  Accounts Payable


with a copy to:

 
                            ARTICLE XVII.
                           CONFIDENTIALITY
        17.1 QWEST and GTE hereby agree that if either party
provides (or, prior to the execution hereof, has provided)
confidential or proprietary information to the other party
("Proprietary Information"), such Proprietary Information shall be
held in confidence, and the receiving party shall afford such
Proprietary Information the same care and protection as it affords
generally to its own confidential and proprietary information (which
in any case shall be not less than reasonable care) in order to avoid
disclosure to or unauthorized use by any third party.  The parties
acknowledge and agree that this Agreement, including all of the terms,
conditions and provisions hereof, and all drafts hereof, constitutes
Proprietary Information.  In addition, all information disclosed by
either party to the other in connection with or pursuant to this
Agreement, including prior to the date hereof, shall be deemed to be
Proprietary Information.  All Proprietary Information, unless
otherwise specified in writing, shall remain the property of the
disclosing party, shall be used by the receiving party only for the
intended purpose, and such written Proprietary Information, including
all copies thereof, shall be returned to the disclosing party or
destroyed after the receiving party's need for it has expired or upon
the request of the disclosing party.  Proprietary Information shall
not be reproduced except to the extent necessary to accomplish the
purpose and intent of this Agreement, or as otherwise may be permitted
in writing by the disclosing party.
        17.2 The foregoing provisions of Section 17.1 shall not
apply to any Proprietary Information which (i) becomes publicly
available other than through the recipient; (ii) is required to be
disclosed by a governmental or judicial law, order, rule or
regulation; (iii) is independently developed by the disclosing party;
(iv) becomes available to the disclosing party without restriction
from a third party; or (v) becomes relevant to the settlement of any
dispute or enforcement of either party's rights under this Agreement
in accordance with the provisions of this Agreement, in which case
appropriate protective measures shall be taken to preserve the
confidentiality of such Proprietary Information as fully as possible
within the confines of such settlement or enforcement process.  If any
Proprietary Information is required to be disclosed pursuant to the
foregoing clause (ii), the party required to make such disclosure
shall promptly inform the other party of the requirements of such
disclosure.
        17.3 Notwithstanding Sections 17.1 and 17.2 of this
Article, either party may disclose Proprietary Information to its
employees, agents, and legal, financial, and accounting advisors and
providers (including its lenders and other financiers) to the extent
necessary or appropriate in connection with the negotiation and/or
performance of this Agreement or its obtaining of financing, provided
that each such party is notified of the confidential and proprietary
nature of such Proprietary Information and is subject to or agrees to
be bound by similar restrictions on its use and disclosure.
        17.4 Notwithstanding the foregoing sections of this Article
17, the parties may provide public statements concerning their
participation in this Agreement that do not disclose Proprietary
Information of the other party.  Any news release, public
announcement, advertising or any form of publicity pertaining to this
Agreement, provision of services pursuant to it, or association of the
parties with respect to the subject of this Agreement shall be subject
to prior written approval of both parties which approval shall not be
unreasonably withheld.
        17.5 The provisions of this Article XVII shall survive
expiration or termination of this Agreement.
                           ARTICLE XVIII.
                               DEFAULT
        18.1 With respect to all payments required to be made by
GTE hereunder, including, without limitation, payment of the IRU Fee
and all other amounts payable by GTE hereunder, in the event GTE shall
fail to make a payment by the date due and payable hereunder, from and
after such date, (i) such unpaid amount shall bear interest until paid
at a rate equal to the rate set forth in Article XXX and (ii) if such
payment is due with respect to a Segment on or prior to the Acceptance
Date of such Segment, the Estimated Delivery Date for such Segment
shall be extended by a number of days equal to the number of days that
elapse from the date such payment is due until paid.  In the event any
amount or amounts due and payable hereunder remain unpaid for a period
of eighty (80) days after written notice from QWEST to GTE, and the
amount thereof is not in bona fide dispute, then QWEST may, in its

 
sole and absolute discretion and in addition to its other rights and
remedies hereunder, after ten (10) days prior written notice to GTE
and the failure of GTE to pay such amount within such ten-day period,
terminate any and all of its obligations hereunder with respect to any
Segment or Segments as to which the Acceptance Date has not yet
occurred or the grant of the IRU with respect to which has not yet
become effective, and to apply any and all amounts previously paid by
GTE hereunder with respect to such Segment or Segments toward the
payment of any other amounts then or thereafter payable by GTE
hereunder.  With respect to all of its other obligations hereunder, in
the event GTE shall fail to perform a non-payment obligation and such
failure shall continue for a period of thirty (30) days after QWEST
shall have given GTE written notice of such failure, GTE shall be in
default hereunder unless GTE shall have cured such failure or such
failure is otherwise waived in writing by QWEST within such thirty
(30) days; provided, however, that where such failure cannot
reasonably be cured within such 30-day period, if GTE shall proceed
promptly to cure the same and prosecute such cure with due diligence,
the time for curing such failure shall be extended for such period of
time as may be necessary to complete such cure; and provided further
that if GTE certifies in good faith to QWEST in writing that a non-payment
failure has been cured, such failure shall be deemed to be
cured unless QWEST otherwise notifies GTE in writing within fifteen
(15) days of receipt of such notice from GTE.  GTE shall be in default
hereunder (i) automatically upon the making by GTE of a general
assignment for the benefit of its creditors, the filing by GTE of a
voluntary petition in bankruptcy or the filing by GTE of any petition
or answer seeking, consenting to, or acquiescing in reorganization,
arrangement, adjustment, composition, liquidation, dissolution, or
similar relief; (ii) one hundred twenty (120) days after the filing of
an involuntary petition in bankruptcy or other insolvency protection
against GTE which is not dismissed within such one hundred twenty
(120) days, or (iii) upon any default by GTE under the Guaranty, which
default is not cured within the relevant cure period, if any, provided
with respect thereto under the Guaranty.  Except as otherwise provided
in this Section 18.1, upon any default by GTE, after written notice
thereof from QWEST, QWEST may (i) take such action as it determines,
in its sole discretion, to be necessary to correct the default and,
subject to Section 13.1, recover from GTE its reasonable costs
incurred in correcting such default, and (ii) pursue any legal
remedies it may have under applicable law or principles of equity
relating to such default, including specific performance.
Notwithstanding any other provision of this Agreement, QWEST
acknowledges and agrees that QWEST shall have no right to terminate
the IRU or any of the rights and interests of GTE hereunder with
respect to any Segment for which the IRU Fee relating thereto has been
fully paid.
        18.2 (a)  With respect to its obligation to complete the
construction, installation, and satisfactory Fiber Acceptance Testing
of the GTE Fibers comprising a particular Segment by the Estimated
Delivery Date with respect to such Segment pursuant to Section 3.2,
the parties acknowledge and agree that it is in their mutual best
interest to work together in a cooperative effort to determine whether
and to what extent any event or occurrence that is reasonably likely
to cause a delay in the delivery of a Segment hereunder, as a result
of any force majeure event or other occurrence described in Article XX
or otherwise, can be terminated, resolved or avoided, and to cause the
construction, installation and delivery of the Segment to be completed
in the most expeditious and practical manner feasible under the
circumstances.  Accordingly, within three (3) months following its
discovery of an event or occurrence that QWEST reasonably believes is
likely to cause (i) an extension of the Estimated Delivery Date of one
hundred twenty (120) days or more pursuant to Article XX or (ii) a
Delivery Default (as defined pursuant to Section 18.2(d) below), QWEST
shall give written notice to GTE of such event or occurrence.
Thereupon, each of QWEST and GTE (i) will designate a senior executive
officer with decision-making authority and familiarity with this
Agreement and the relevant issue hereunder, and (ii) may designate one
technical representative and one financial representative, to
participate in the following resolution efforts.  Each of such
designees shall participate in such meetings, promptly scheduled at
mutually agreed upon times and places, as may be necessary or
appropriate to discuss in good faith the status of construction of the
affected Segment, the reason or reasons for the anticipated Estimated
Delivery Date extension or Delivery Default, various possible and
practical means by which the event(s) or occurrence(s) causing such
anticipated Estimated Delivery Date extension or Delivery Default

 
might be terminated, avoided or resolved, including, without
limitation, possible modifications to the route, selection of right-of-way, or
manner of construction of the affected Segment, and
(iii) use their best efforts to settle upon and implement a procedure
by which such event(s) or occurrence(s) may be terminated, avoided or
resolved and the construction, installation and delivery of the
affected Segment completed in an expeditious and economically
practical and feasible manner under the circumstances.  The parties
acknowledge and agree that, because the QWEST System includes or will
include other participants, including owners and holders of Dark Fiber
IRUs and telecommunication system operations, such meetings may, and
likely will, involve designees and representatives of such other
participants, and the resolution of any matters so acted upon will
require the cooperative efforts of, and have to be structured, to the
extent feasible, in an effort to meet the needs of all such
participants.  The parties hereto further acknowledge and agree that
no failure of the parties hereto to resolve, or to agree upon a manner
in which they might resolve, any issue addressed hereunder shall
impair, adversely affect or invalidate any of their respective rights,
claims or remedies under this Agreement.
   (b)  If, notwithstanding the efforts of the parties pursuant to
Section 18.2(a):
(i)     (A)  a force majeure event or occurrence described in
Article XX causing an anticipated Estimated Delivery Date extension
has not been terminated, avoided or resolved by the date that is
twelve (12) months following QWEST's discovery of such event or
occurrence, and
(B)     there is no "Reasonably Apparent Probability" (either
as mutually determined by QWEST and GTE or, if QWEST and GTE are
unable to make such a mutual determination, as determined by an
independent third party mutually selected by QWEST and GTE and
familiar with large-scale fiberoptic system constructions projects or,
if QWEST and GTE are unable to make such a mutual selection, each of
QWEST and GTE shall designate such an independent third party, the two
of which shall designate such an independent third party to make such
determination) that the Acceptance Date with respect to any such
affected Segment will occur within (1) twelve (12) months following
the Estimated Delivery Date (without extension for any delay pursuant
to Article XX) with respect to any Segment designated as a "priority"
Segment on Exhibit A-1, or (2) eighteen (18) months following the
Estimated Delivery Date (without extension for any delay pursuant to
Article XX) with respect to any other Segment (such date with respect
to each Segment being referred to as the "Outside Force Majeure
Date"); or
(ii)    notwithstanding a determination pursuant to the foregoing
clause (i) that there was a Reasonably Apparent Probability that the
Acceptance Date with respect to the affected Segment would occur by
the applicable Outside Force Majeure Date, nonetheless the event or
occurrence described in Article XX causing such delay is continuing on
such applicable Outside Force Majeure Date; or
(iii)   notwithstanding such a determination that there was a
Reasonably Apparent Probability that the Acceptance Date with respect
to the affected Segment would occur by the applicable Outside Force
Majeure Date, nonetheless, on the applicable Outside Force Majeure
Date, although the event or occurrence described in Article XX has
been terminated, avoided or resolved and QWEST has resumed its
construction, installation, splicing, and/or testing efforts, QWEST is
unable to demonstrate to GTE's reasonable satisfaction that the
Acceptance Date for such Segment will occur, in all reasonable
probability, by the date that is six (6) months following such Outside
Force Majeure Date, then, in any such event described in foregoing
clauses (i), (ii), and (iii), GTE may elect, in its sole discretion,
by written notice to QWEST, to delete such Segment from the System
Route otherwise to be delivered pursuant to this Agreement, and
recover from QWEST (1) the amount of the IRU Fee previously paid by
GTE hereunder with respect to such Segment, plus (2) interest at the
prime rate interest published by The Wall Street Journal as the base
rate on corporate loans posted by a substantial percentage of the
nation's largest banks on such date, plus (3) an amount equal to
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 of the IRU Fee for such Segment, as determined pursuant to
Section 2.1 (with such aggregate amount payable to GTE promptly
following QWEST's receipt of such election notice or, at the election
of GTE, offset against the unpaid amount of the IRU Fee payable
hereunder with respect to any other Segment or Segments).  Upon any
such election and payment (or offset),  neither party shall have any

 
further rights or obligations with respect to such Segment hereunder.
(c)     If, notwithstanding the efforts of the parties pursuant to
Section 18.2(a):
(i)     (A)  an event or occurrence causing an anticipated
Delivery Default (as defined in Section 18.2(d) below) has not been
terminated, avoided, resolved or waived by the date that is twelve
(12) months following QWEST's discovery of such event or occurrence;
and
(B)     there is no Reasonably Apparent Probability that
the Acceptance Date with respect to any such affected Segment will
occur within (x) twelve (12) months following the Estimated Delivery
Date with respect to each Segment designated as a "Priority" Segment
on Exhibit A-1, or (y) eighteen (18) months following the Estimated
Delivery Date with respect to any other Segment (such dates being
referred to collectively as the "Outside Delivery Default Date"); or
(ii)    notwithstanding a determination pursuant to the foregoing
clause (i) that there was a Reasonably Apparent Probability that the
Acceptance Date with respect to the affected Segment would occur by
the applicable Outside Delivery Default Date, nonetheless, on the
applicable Outside Delivery Default Date, the Acceptance Date for such
Segment has not occurred; then, in any such event described in the
foregoing clauses (i) and (ii), GTE may elect, in its sole discretion,
by written notice to QWEST, to delete such Segment from the System
Route otherwise to be delivered pursuant to this Agreement, and
recover from QWEST (1) the amount of the IRU Fee previously paid by
GTE hereunder with respect to such Segment, plus (2) interest thereon
at the rate of interest applicable to late payments set forth in
Article XXX, plus (3) an amount equal to
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 of the IRU Fee for such Segment, as determined pursuant to
Section 2.1, but without reduction of such IRU fee under
Section 18.2(d) (with such aggregate amount payable to GTE promptly
following QWEST's receipt of such election notice or, at the election
of GTE, offset against the unpaid amount of the IRU Fee payable
hereunder with respect to any other Segment or Segments).  Upon any
such election and payment (or offset), neither party shall have any
further rights or obligations with respect to such Segment hereunder.
(d)     In addition to the specific rights and remedies provided
pursuant to the foregoing paragraphs (b) and (c) in connection with
delays and anticipated delays in the delivery of Segments hereunder,
QWEST shall be in default under this Agreement if the Acceptance Date
with respect to any Segment has not occurred within one hundred twenty
(120) days after the Estimated Delivery Date (a "Delivery Default").
From the date of any such Delivery Default, and until the Acceptance
Date with respect to such Segment occurs, the IRU Fee with respect to
such Segment, as determined or redetermined pursuant to Section 2.1
hereof, shall be reduced by an amount equal to
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% of such IRU Fee for each thirty (30) days (or a pro rata
percentage of
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% for any period of less than thirty (30) days) that elapse
between such date of Delivery Default and the Acceptance Date.
(e)     The rights and remedies set forth in the foregoing
Sections 18.2(c) and 18.2(d) shall be the sole remedies available to
GTE with respect to any failure by QWEST to construct, install, and
conduct satisfactory Fiber Acceptance Testing with respect to the GTE
Fibers comprising any Segment by the relevant Estimated Delivery Date
(it being expressly acknowledged and agreed that the rights provided
to GTE pursuant to Section 18.2(b) are provided only as an
accommodation in the event of lengthy force majeure delays pursuant to
Article XX, and that the events described in Section 18.2(b) do not
constitute defaults hereunder).  With respect to all of QWEST's other
obligations hereunder, in the event that QWEST shall fail to perform
an obligation and such failure shall continue for a period of thirty
(30) days after GTE shall have given QWEST written notice of such
failure, QWEST shall be in default hereunder unless QWEST shall have
cured such failure or such failure is otherwise waived in writing by
GTE within such thirty (30) days; provided however, that where such
failure cannot reasonably be cured within such 30-day period, if QWEST
shall proceed promptly to cure the same and prosecute such cure with
due diligence, the time for curing such failure shall be extended for
such period of time as may be necessary to complete such cure; and
provided further, that if QWEST certifies in good faith to GTE in

 
writing that failure has been cured, such failure shall be deemed to
be cured unless GTE otherwise notifies QWEST in writing within fifteen
(15) days of receipt of such notice from QWEST.  QWEST shall be in
default hereunder automatically upon the making by QWEST of a general
assignment for the benefit of its creditors, the filing by QWEST of a
voluntary petition in bankruptcy or the filing by QWEST of any
petition or answer seeking, consenting to, or acquiescing in
reorganization, arrangement, adjustment, composition, liquidation,
dissolution, or similar relief, or (ii) one hundred twenty (120) days
after the involuntary filing of a petition in bankruptcy or other
insolvency protection against QWEST which is not dismissed within such
120-day period.  Except as otherwise provided in this Section 18.2,
upon any default by QWEST, after notice thereof from GTE, GTE may
(i) take such action as it determines, in its sole discretion, to be
necessary to correct the default, and, subject to Section 13.1,
recover from QWEST its reasonable costs in correcting such default,
and (ii) pursue any legal remedies it may have under applicable law or
principles of equity relating to such default including specific
performance.
                            ARTICLE XIX.
                             TERMINATION
19.1    This Agreement automatically shall terminate with respect
to a Segment upon the expiration or termination of the Term of the IRU
respecting such Segment pursuant to Article VI or Section 18.2 hereof.
19.2    Upon the expiration or termination of this Agreement with
respect to a Segment, the IRU in such Segment shall immediately
terminate and all rights of GTE to use the QWEST System, the GTE
Fibers, the Associated Property or any part thereof relating to such
Segment, shall cease and QWEST shall owe GTE no additional duties or
consideration with respect to such Segment.  Promptly thereupon, GTE
shall remove all of GTE's electronics, equipment, separate
Regeneration Facilities (as provided pursuant to Section 7.2) and
other associated GTE property from such Segment and any related QWEST
facilities at its sole cost under QWEST's supervision (which
supervision shall be without cost to GTE).
19.3    Notwithstanding the foregoing, no termination or expiration
of this Agreement shall affect the rights or obligations of any party
hereto (i) with respect to any then existing defaults or the
obligation to make any payment hereunder for services rendered prior
to the date of termination or expiration or (ii) pursuant to
Article XII, Article XIII, Article XV or Article XVII herein, which
shall survive the expiration or termination hereof.
                             ARTICLE XX.
                            FORCE MAJEURE
20.1    Neither party shall be in default under this Agreement if
and to the extent that any failure or delay in such party's
performance of one or more of its obligations hereunder is caused by
any of the following conditions, and such party's performance of such
obligation or obligations shall be excused and extended for and during
the period of any such delay:  act of God; fire; flood; fiber, Cable,
or other material failures, shortages or unavailability or other delay
in delivery not resulting from the responsible party's failure to
timely place orders therefor (it being expressly acknowledged that the
Cable that is being acquired for and installed in the QWEST System and
that will include the GTE Fibers must include higher fiber counts than
that necessary solely for the GTE Fibers in order to permit completion
of the entire QWEST System); lack of or delay in transportation;
government codes, ordinances, laws, rules, regulations or restrictions
(collectively, "Regulations"); war or civil disorder; strikes or other
labor disputes; failure of a third party to grant or recognize an
Underlying Right, or any other cause beyond the reasonable control of
such party; provided that any delay caused by the failure of a third
party to grant an Underlying Right shall constitute a force majeure
delay hereunder only to the extent that such delay does not extend
beyond a period of six months (such that the Estimated Delivery Date
with respect to any Segment affected by such delay shall be extended
only up to a period of six months of any such delay, and shall not be
further extended if such delay extends beyond a period of six months).
The party claiming relief under this Article shall notify the other in
writing of the existence of the event relied on and the cessation or
termination of said event.
                             ARTICLE XXI
                         DISPUTE RESOLUTION
21.1    Except as provided in Sections 18.1 and 18.2, if the
parties are unable to resolve any disagreement or dispute arising
under or related to this Agreement, including without limitation, the
failure to agree upon any item requiring a mutual agreement of the

 
parties hereunder, they shall resolve the disagreement or dispute as
follows:
(a)     Officers.  Either party may refer the matter to the
Chief Executive Officers or the Chief Operating Officers (the
"Officers") of the parties by giving the other party written notice (a
"Notice").  Within fifteen (15) days after delivery of a Notice, the
Officers of both parties shall meet at a mutually acceptable time and
place to exchange relevant information and to attempt to resolve the
dispute.
(b)     Negotiation.  If the matter has not been resolved
within thirty (30) days after delivery of such Notice, or if the
Officers fail to meet within fifteen (15) days after delivery of such
Notice, either party may initiate mediation and, if applicable,
arbitration in accordance with the procedure set forth in subsections
(c) and (d) below.  All negotiations conducted by the Officers
pursuant to this clause are confidential and shall be treated as
compromise and settlement negotiations for purposes of the Federal
Rules of Evidence and State Rules of Evidence.
(c)     Mediation.  In the event a dispute exists between the
parties and the respective Officers are unable to resolve the dispute,
the parties agree to participate in a non-binding mediation procedure
as follows:
   (i) A mediator will be selected by having counsel for
   each party agree on a single person to act as mediator.  The
   parties' counsel as well as the Officers of each party and not
   more than two other participants from each party will appear
   before the mediator at a time and place determined by the
   mediator, but not more than sixty (60) days after delivery of a
   Notice.  The fees of the mediator and other costs of mediation
   will be shared equally by the parties.
   (ii)     Each party's counsel will have forty-five (45)
   minutes to present a review of the issue and argument before the
   mediator.  After each counsel's presentation, the other counsel
   may present specific counter-arguments not to exceed ten (10)
   minutes.  The 45-minute and 10-minute periods will be exclusive
   of the time required to answer questions from the mediator or
   attendees.
   (iii)    After both presentations, the Officers may
   ask questions of the other side.  At the conclusion of both
   presentations and the question periods, the Officers and their
   counsels will meet together to attempt to resolve the dispute.
   The length of the meeting will be as agreed between the parties.
   Either party may abandon the procedure at the end of the
   presentations and question periods if they feel it is not
   productive to go further.  The mediation procedure is not
   binding on either party.
   (iv)     The duties of the mediator are to be sure that
   the above set-out time periods are adhered to and to ask
   questions so as to clarify the issues and understandings of the
   parties.  The mediator may also offer possible resolutions of
   the issues but has no duty to do so.
   (d)  Arbitration.  If the matter is not resolved after
applying the mediation procedures set forth above, or if either party
refuses to take part in the mediation process, the parties hereby
agree to submit all controversies, claims and matters of difference
that are unresolved to arbitration in Denver, Colorado, according to
the commercial rules and practices of the American Arbitration
Association ("AAA") from time to time in force, and in accordance with
the following provisions of this subsection (d), and unless otherwise
agreed by the parties and subject to the rights of the parties as
provided in Section 18.1 and Section 18.2 hereof (including the right
not to continue to perform under this Agreement), they shall continue
to perform under this Agreement during arbitration.
   (i) Arbitration discovery shall be conducted in
   accordance with the Federal Rules of Civil Procedure, with any
   disputes over the scope of discovery to be determined by the
   arbitrators, it being intended that the arbitrators shall allow
   limited, reasonable discovery prior to any hearing on the
   merits.
   (ii)     Arbitration hereunder shall be by three
   independent and impartial arbitrators.  Each of the parties
   shall appoint one arbitrator within thirty (30) days after
   initiation of arbitration and the two arbitrators so appointed
   shall select a third arbitrator within forty-five (45) days
   after initiation of arbitration.  In the event that the parties
   or the arbitrators fail to select arbitrators as required above,
   the AAA shall select such arbitrators.

 
   (iii)    The AAA shall have the authority to
   disqualify any arbitrator who it determines not to be
   independent and impartial.  The arbitrators shall be entitled to
   a fee commensurate with their fees for professional services
   requiring similar time and effort.
   (iv)     The arbitrators shall conduct a hearing no later
   than sixty (60) days after initiation of the matter to
   arbitration, and a decision shall be rendered by the arbitrators
   within thirty (30) days of the hearing.  At the hearing, the
   parties shall present such evidence and witnesses as they may
   choose, with or without counsel.  Adherence to formal rules of
   evidence shall not be required but the arbitration panel shall
   consider any evidence and testimony that it determines to be
   relevant, in accordance with procedures that it determines to be
   appropriate.  The arbitration determination shall be in writing
   and shall specify the factual and legal bases for the
   determination.  The arbitrators may award legal or equitable
   relief, including but not limited to specific performance.
   (v) The parties agree that this submission and
   agreement to arbitrate shall be governed by and specifically
   enforceable in accordance with the laws of the State of
   Colorado.  Arbitration may proceed in the absence of any party
   if prior written notice of the proceedings has been given to
   such party.  The parties agree to abide by all decisions and
   determinations rendered in such proceedings.  Such decisions and
   determinations shall be final and binding on all parties.  All
   decisions and determinations may be filed with the clerk of one
   or more courts, state, federal or foreign having jurisdiction
   over the party against whom it is rendered or its property, as a
   basis of judgment.
   (vi)     The arbitrators' fees and other costs of the
   arbitration shall be borne by the party against whom the award
   is rendered, except as the arbitration panel may otherwise
   provide in its written opinion.
                             ARTICLE XXII.
                               WAIVER
22.1    The failure of either party hereto to enforce any of the
provisions of this Agreement, or the waiver thereof in any instance,
shall not be construed as a general waiver or relinquishment on its
part of any such provision, but the same shall nevertheless be and
remain in full force and effect.
                           ARTICLE XXIII.
                            GOVERNING LAW
23.1    This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Colorado, without
reference to its choice of law principles.  Any litigation based
hereon, or arising out of or in connection with a default by either
party in the performance of its obligations hereunder, shall be
brought and maintained exclusively in the courts of the State of
Colorado or in the United States District Court for the District of
Colorado, and each party hereby irrevocable submits to the
jurisdiction of such courts for the purpose of any such litigation and
irrevocably agrees to be bound by any judgment rendered thereby in
connection with such litigation.
                            ARTICLE XXIV.
                        RULES OF CONSTRUCTION
24.1    The captions or headings in this Agreement are strictly for
convenience and shall not be considered in interpreting this Agreement
or as amplifying or limiting any of its content.  Words in this
Agreement which import the singular connotation shall be interpreted
as plural, and words which import the plural connotation shall be
interpreted as singular, as the identity of the parties or objects
referred to may require.
24.2    Unless expressly defined herein, words having well known
technical or trade meanings shall be so construed.  All listing of
items shall not be taken to be exclusive, but shall include other
items, whether similar or dissimilar to those listed, as the context
reasonably requires.
24.3    Except as set forth to the contrary herein, any right or
remedy of GTE or QWEST shall be cumulative and without prejudice to
any other right or remedy, whether contained herein or not.
24.4    Except as expressly provided in Section 28.1, nothing in
this Agreement is intended to provide any legal rights to anyone not
an executing party of this Agreement.
24.5    This Agreement has been fully negotiated between and
jointly drafted by the parties.
24.6    All actions, activities, consents, approvals and other

 
undertakings of the parties in this Agreement shall be performed in a
reasonable and timely manner, it being expressly acknowledged and
understood that time is of the essence in the performance of
obligations required to be performed by a date expressly specified
herein.  Except as specifically set forth herein, for the purpose of
this Agreement the standards and practices of performance within the
telecommunications industry in the relevant market shall be the
measure of a party's performance.
                            ARTICLE XXV.
                ASSIGNMENT AND TRANSFER RESTRICTIONS
25.1    Except as provided below, QWEST shall not assign, encumber
or otherwise transfer this Agreement or all or any portion of its
rights or obligations hereunder to any other party without the prior
written consent of GTE, which consent will not be unreasonably
withheld or delayed.  Notwithstanding the foregoing, QWEST shall have
the right, without GTE's consent, to (i) subcontract any of its
construction or maintenance obligations hereunder, or (ii) assign or
otherwise transfer this Agreement in whole or in part (A) as
collateral to any institutional lender to QWEST (or institutional
lender to any permitted transferee or assignee of QWEST) subject to
the prior rights and obligations of the parties hereunder, (B) to any
parent, subsidiary or affiliate of QWEST, (C) to any person, firm or
corporation which shall control, be under the control of or be under
common control with QWEST, or (D) any corporation or other entity into
which QWEST may be merged or consolidated or which purchases all or
substantially all of the stock or assets of QWEST, or (E) any
partnership, joint venture or other business entity of which QWEST or
any wholly owned subsidiary of QWEST HOLDING CORPORATION owns at least
50 percent of the equity interests thereof and which cannot make major
decisions without the consent of QWEST (or subsidiary of QWEST HOLDING
CORPORATION); provided that the assignee or transferee in any such
circumstance shall continue to be subject to all of the provisions of
this Agreement, including without limitation, this Section 25.1
(except that any lender referred to in clause (A) above shall not
incur any obligations under this Agreement nor shall it be restricted
from exercising any right of enforcement or foreclosure with respect
to any related security interest or lien, so long as the purchaser in
foreclosure is subject to the provisions of this Agreement, including,
without limitation, this Section 25.1); and provided further that
promptly following any such assignment or transfer, QWEST shall give
GTE written notice identifying the assignee or transferee.  In the
event of any permitted partial assignment of any rights hereunder,
QWEST shall remain the sole point of contact with GTE.  No permitted
partial or complete assignment shall release or discharge QWEST from
its duties and obligations hereunder.
25.2    Except as provided in this Section 25.2 and the following
Section 25.3, GTE shall not assign, encumber or otherwise transfer
this Agreement or all or any of portion of its rights or obligations
hereunder to any other party without the prior written consent of
QWEST, which consent will not be unreasonably withheld or delayed.
Subject to the provisions of Section 25.3 (which provision shall be
binding upon any permitted assignee or transferee hereunder), GTE
shall have the right, without QWEST's consent, to assign or otherwise
transfer this Agreement in whole or in part (i) as collateral to any
institutional lender to GTE (or institutional lender to any permitted
transferee or assignee of GTE) subject to the prior rights and
obligations of the parties hereunder, (ii) to any parent, subsidiary
or affiliate of GTE, (iii) to any person, firm or corporation which
shall control, be under the control of or be under common control with
GTE, or (iv) any other entity into which GTE may be merged or
consolidated or which purchases all or substantially all of the stock
or assets of GTE or (v) any partnership, joint venture or other
business entity of which GTE or any wholly owned subsidiary of GTE
owns at least 50 percent of the equity interests thereof and which
cannot make major decisions without the consent of GTE (or subsidiary
of GTE); provided that no assignment or other transfer under this
clause (v) shall be permitted hereunder if its purpose or effect would
constitute, directly or indirectly, a Restricted Transaction (as
defined in Section 25.3) or otherwise violate the provisions of
Section 25.3; provided that the assignee or transferee in any such
circumstance shall continue to be subject to all of the provisions of
this Agreement, including without limitation this Section 25.2 and the
following Section 25.3 (except that any lender referred to in
clause (i) above shall not incur any obligations under this Agreement,
nor shall it be restricted from exercising any right of enforcement or
foreclosure with respect to any related security interest or lien, so
long as the purchaser in foreclosure is subject to the provisions of

 
this Agreement, including, without limitation, this Section 25.2 and
the following Section 25.3); and provided further that in any of
circumstances described in clauses (ii), (iii) or (iv) all of the
payment obligations of GTE hereunder for the remainder of the Term
shall be fully guaranteed by GTE or shall be paid in full as a
condition to such transfer or assignment; and provided further that
promptly following any such assignment or transfer, GTE shall give
QWEST written notice identifying the assignee or transferee.  In the
event of any permitted partial assignment of any rights hereunder, GTE
shall remain the sole party and point of contact with QWEST hereunder.
No permitted partial or complete assignment shall release or discharge
GTE from its duties and obligations hereunder.

25.3 Notwithstanding the provisions of Article XI, except as expressly
permitted in Section 25.2(i)-(v), inclusive, without the prior written
consent of QWEST, which consent may be withheld in QWEST's sole
discretion, for a period of

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following the date that the
last Segment of the QWEST System is accepted by GTE:

(a)  GTE shall not sell, assign, lease, grant an IRU
with respect to, exchange, encumber, or otherwise in any manner
transfer or make available in any manner to any third party the
ownership, right to use, use of, or access in any manner to, any of
GTE's rights in the whole or discrete GTE Fibers which at the time of
such transaction are Dark Fibers, or engage in substantive discussions
or negotiations with respect thereto, or otherwise engage in a similar
transaction with respect to any GTE Fibers in a manner designed or
intended to circumvent the foregoing limitations.

(b)  GTE shall not sell, assign, lease, grant an IRU
with respect to, exchange, encumber, or otherwise in any manner
transfer or make available in any manner to a Capacity Reseller (as
defined below) any of GTE's rights in the whole or discrete GTE Fibers
at a capacity in excess of OC-12, or engage in substantive discussions
or negotiations with respect thereto, or otherwise engage in a similar
transaction with respect to any GTE Fibers in a manner designed or
intended to circumvent the foregoing limitations.  As used in this
subparagraph, a Capacity Reseller is any person or entity which, in
whole or in part, seeks to obtain such capacity for the purpose of
reselling or otherwise providing access thereto to third parties for
profit, whether or not such person or entity actually realizes a
profit as a result of such transaction.

(c)  Each transaction prohibited in subparagraphs (a) or (b)
of this Section 25.3 shall constitute a "Restricted Transaction."
Except as provided in subparagraph (b) of this Section 25.3, nothing
contained herein shall restrict or prohibit GTE from creating
telecommunications capacity along or through the GTE Fibers by the
addition of GTE's electronic and optronic equipment and selling or
otherwise permitting third parties to use such telecommunications
capacity.

25.4    QWEST and GTE recognize that QWEST may desire to obtain
tax-deferred exchange treatment pursuant to Section 1031 of the
Internal Revenue Code, as amended, with respect to certain of the Dark
Fibers and Associated Property in which the IRUs are to be granted
hereunder and which are used or held for use by QWEST in its business
as of the date hereof (the "Existing Properties"), and GTE agrees to
reasonably cooperate as provided herein in obtaining such treatment
(at no cost or expense to GTE).  Accordingly, notwithstanding any
provision contained in this Agreement to the contrary, QWEST may, at
its sole option, on or prior to the Acceptance Date for any relevant
Segment, appoint a third party (the "Intermediary") as agent for QWEST
with respect to the transfer of the Existing Properties to GTE, and
assign its rights under this Agreement (insofar as they relate to the
Existing Properties) to such Intermediary.  If QWEST so elects to
appoint an Intermediary, QWEST shall notify GTE, in writing, on or
prior to the Acceptance Date with respect to the relevant Segment, and
shall provide GTE with copies of all agreements between QWEST and the
Intermediary.  If QWEST appoints an Intermediary, QWEST shall transfer
the Existing Properties or such portion thereof as designated by QWEST
to the Intermediary, and GTE shall pay the IRU Fee with respect to the

 
Existing Properties (as designated by QWEST) to the Intermediary;
provided that QWEST agrees that such transfer shall be expressly
subject to this Agreement, and that QWEST shall remain liable for
performance under this Agreement to the same extent as if it had not
appointed an Intermediary; provided that in such event QWEST shall
indemnify and hold harmless GTE from and against any and all loss,
damage, cost or expense suffered, sustained or incurred by GTE in
connection with any such cooperation and/or payment of such IRU Fee to
such Intermediary.
25.5    This Agreement and each of the parties' respective rights
and obligations under this Agreement, shall be binding upon and shall
inure to the benefit of the parties hereto and each of their
respective permitted successors and assigns.
                            ARTICLE XXVI.
           REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS
26.1    Each party represents and warrants that:
(a)     it has the full right and authority to enter into, execute,
deliver and perform its obligations under this Agreement;
(b)     this Agreement constitutes a legal, valid and binding
obligation enforceable against such party in accordance with its
terms, subject to bankruptcy, insolvency, creditors' rights and
general equitable principles; and
(c)     its execution of and performance under this Agreement shall
not violate any applicable existing regulations, rules, statutes or
court orders of any local, state or federal government agency, court
or body.
26.2    QWEST represents and warrants that the Segments of the
QWEST System that it has heretofore constructed or will construct
pursuant hereto have been or shall be designed, engineered, installed,
and constructed in compliance with the terms and provisions of this
Agreement and in material compliance with any and all applicable
building, construction and safety codes for such construction and
installation, as well as any and all other applicable governmental
laws, codes, ordinances, statutes and regulations.
26.3    With respect to each of the Segments that has been
constructed prior to the date hereof, QWEST represents and warrants
that such Segment, when constructed, generally was constructed
substantially in accordance with the specifications set forth in
Exhibit C hereto, and QWEST has no actual knowledge on the date hereof
of any material deviation in the construction of such Segment from
such specifications.  If, within twelve (12) months from the
respective Acceptance Date for each of the Segments referred to in
this Section 26.3 , there is an event or occurrence that is caused by
a material deviation in the construction or installation of any of
such Segments from such specifications, and which has a material
adverse affect on the operation or performance of the GTE Fibers in
such Segment, then, promptly following receipt of written notice
thereof from GTE, QWEST, at its sole cost and expense, shall undertake
to repair the affected portion of such Segment to the relevant
specifications.
26.4    QWEST represents and warrants that the Segments of the
QWEST System that it constructs pursuant hereto shall be constructed
in all material respects in accordance with the specifications set
forth in Exhibit C hereto; provided that GTE's sole rights and
remedies with respect to any failure to so construct shall be (i) to
inspect the construction, installation and splicing, and participate
in the acceptance testing, of the GTE Fibers incorporated in each such
Segment, during the course and at the time of the relevant
construction, installation and testing periods for each Segment, as
provided in Articles III and IV, (ii) if, during the course of such
construction, installation and testing any material deviation from the
specifications set forth in Exhibit C is discovered, the construction
or installation of the affected portion of the Segment shall be
repaired to such specification by QWEST at QWEST's sole cost and
expense, and (iii) if, at any time prior to the date that is twelve
(12) months after the Acceptance Date, GTE shall notify QWEST in
writing of its discovery of a material deviation from the
specifications set forth in Exhibit C with respect to any such Segment
(which notice shall be given within thirty (30) days of such
discovery) the construction or installation of the affected portion of
such Segment shall be repaired to such specification by QWEST at
QWEST's sole cost and expense.  For purposes hereof, "material
deviation" means a deviation which is reasonably likely to have a
material adverse affect on the operation or performance of the GTE
Fibers affected thereby.
26.5    EXCEPT AS SET FORTH IN THE FOREGOING PARAGRAPHS 26.2, 26.3
AND 26.4, AND EXCEPT AS MAY BE SET FORTH SPECIFICALLY AND EXPRESSLY

 
ELSEWHERE IN THIS AGREEMENT, QWEST MAKES NO WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE GTE FIBERS OR THE SEGMENTS DELIVERABLE
HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY
DISCLAIMED.
26.7    The parties acknowledge and agree that on and after the
relevant Acceptance Date GTE's sole rights and remedies with respect
to any defect in or failure of the GTE Fibers to perform in accordance
with the applicable vendor's or manufacturer's specifications with
respect to the GTE Fibers shall be limited to the particular vendor's
or manufacturer's warranty with respect thereto, which warranty, to
the extent permitted by the terms thereof, shall be assigned to GTE
upon its request.  In the event any maintenance or repairs to the
QWEST System are required as a result of a breach of any warranty made
by any manufacturers, contractors or vendors, unless GTE shall elect
to pursue such remedies itself, QWEST shall pursue all remedies
against such manufacturers, contractors or vendors on behalf of GTE,
and QWEST shall reimburse GTE's costs for any maintenance GTE has
incurred as a result of any such breach of warranty to the extent the
manufacturer, contractor or vendor has paid such costs.
26.8    QWEST and GTE acknowledge and agree:
(a)     that each grant of the IRU in the GTE Fibers and Associated
Property for a Segment hereunder (each herein called a "Grant") will
be treated by each of them, vis-a-vis the other, as of and after the
relevant effective date thereof as described in Section 6.1, an
executed grant to GTE of an interest in real property with respect to
such Segment; and
(b)     that, from and after the effective date of a Grant with
respect to a Segment, no material obligation of either QWEST or GTE
will remain to be performed with respect to such Grant or Segment; and
(c)     that, with respect to each such Grant, this Agreement is
not intended as an executory contract or unexpired lease subject to
assumption, rejection, or assignment by the trustee in bankruptcy of
any party to this Agreement, including, without limitation,
assumption, rejection, or assignment under Bankruptcy Code
Section 365.
                           ARTICLE XXVII.
                     ENTIRE AGREEMENT; AMENDMENT
27.1    This Agreement, together with any Confidentiality Agreement
entered into in connection herewith constitutes the entire and final
agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements relating to
the subject matter hereof, which are of no further force or effect.
The Exhibits referred to herein are integral parts hereof and are
hereby made a part of this Agreement.  To the extent that any of the
provisions of any Exhibit hereto are inconsistent with the express
terms of this Agreement, the terms of this Agreement shall prevail.
This Agreement may only be modified or supplemented by an instrument
in writing executed by a duly authorized representative of each party
and delivered to the party relying on the writing.
                           ARTICLE XXVIII.
                        NO PERSONAL LIABILITY
28.1    Each action or claim against any party arising under or
relating to this Agreement shall be made only against such party as a
corporation, and any liability relating thereto shall be enforceable
only against the corporate assets of such party.  No party shall seek
to pierce the corporate veil or otherwise seek to impose any liability
relating to, or arising from, this Agreement against any shareholder,
employee, officer or director of the other party.  Each of such
persons is an intended beneficiary of the mutual promises set forth in
this Article and shall be entitled to enforce the obligations of this
Article.
                            ARTICLE XXIX.
                     RELATIONSHIP OF THE PARTIES
29.1    The relationship between GTE and QWEST shall not be that of
partners, agents, or joint venturers for one another, and nothing
contained in this Agreement shall be deemed to constitute a
partnership or agency agreement between them for any purposes,
including, but not limited to federal income tax purposes.  GTE and
QWEST, in performing any of their obligations hereunder, shall be
independent contractors or independent parties and shall discharge
their contractual obligations at their own risk subject, however, to
the terms and conditions hereof.
                            ARTICLE XXX.
                            LATE PAYMENTS
30.1    In the event a party shall fail to make any payment under
this Agreement when due, such amounts shall accrue interest, from the

 
date such payment is due until paid, including accrued interest
compounded monthly, at an annual rate equal to
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
 of the prime rate of interest published by The Wall Street
Journal as the base rate on corporate loans posted by a substantial
percentage of the nation's largest banks on the date any such payment
is due or, if lower, the highest percentage allowed by law.
                            ARTICLE XXXI.
                            SEVERABILITY
31.1    If any term, covenant or condition contained herein shall,
to any extent, be invalid or unenforceable in any respect under the
laws governing this Agreement, the remainder of this Agreement shall
not be affected thereby, and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent
permitted by law.
                           ARTICLE XXXII.
                            COUNTERPARTS
32.1    This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one and the same instrument.

                           ARTICLE XXXIII.
                         CERTAIN DEFINITIONS
33.1    The following terms shall have the stated definitions in
this Agreement.
(a)     "Cable" means the fiberoptic cable and the fibers contained
therein, and associated splicing connections, splice boxes, and vaults
to be installed by QWEST as part of the QWEST System.
(b)     "Costs" means actual, direct costs paid or payable in
accordance with the established accounting procedures generally used
by QWEST and which it utilizes in billing third parties for
reimbursable projects which costs shall include, without limitation,
the following:  (i) internal labor costs, including wages and
salaries, and benefits and overhead allocable to such labor costs
(with the overhead allocation percentage equal to
##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR
CONFIDENTIAL TREATMENT##
), and (ii) other direct costs and out-of-pocket expenses on a
pass-through basis (e.g., equipment, materials, supplies, contract
services, etc.).
(c)     "Dark Fiber" means fiber provided without electronics or
optronics, and which is not "lit" or activated; provided that such
fiber may be used in any manner and for any purpose permitted under
Article XI.
(d)     "Estimated Delivery Date" means, with respect to each
Segment of the QWEST System to be delivered hereunder, the date set
forth in Exhibit A hereto with respect to such Segment, as any such
date may be extended for and during (A) the period of any delay
described in Article XX and/or (B) the period of any payment default
pursuant to Section 18.1 with respect to any Segment and/or (C) the
aggregate number of days of the GTE Review Period or Periods (in the
event of multiple remedy attempts) under Section 4.2 with respect to
such Segment.
(e)     "Impositions" means all taxes, fees, levies, imposts,
duties, charges or withholdings of any nature (including, without
limitation, gross receipts taxes and franchise, license and permit
fees), together with any penalties, fines or interest thereon (except
for penalties or interest imposed as a direct result of acts or
failures to act on the part of QWEST) arising out of the transactions
contemplated by this Agreement and/or imposed upon the QWEST System by
any federal, state or local government or other public taxing
authority.
(f)     "Indefeasible Right of Use" or "IRU" means (i) an
exclusive, indefeasible right of use, for the purposes described
herein, in the GTE Fibers, as granted in Article II, and (ii) an
associated non-exclusive, indefeasible right of use, for the purposes
described herein, in the Associated Property; provided that the IRUs
granted hereunder do not provide GTE with any ownership interest in or
other rights to physical access to, control of, modification of,
encumbrance in any manner of, or other use of the QWEST System except
as expressly set forth herein.
(g)     This item left blank intentionally.
(h)     "POP" means the GTE point of presence at locations along
the QWEST System route.
(i)     "PSWP" means Planned System Work Period, which is a
prearranged period of time reserved for performing certain work on the
QWEST System that may potentially impact traffic.  Generally, this

 
will be restricted to weekends, avoiding the first and last weekend of
each month and high-traffic weekends.  The PSWP shall be agreed upon
pursuant to Exhibit H.
(j)     "QWEST System" shall have the meaning ascribed thereto in
Recital A.
(k)     When used herein in connection with a covenant of a party
to this Agreement "best efforts" shall not obligate such party, unless
otherwise specifically required by the operative covenant, to make
unreimbursed expenditures (other than costs or expenditures that would
have been required of such party in the absence of the requirements of
such covenant) that are material in amount, in light of the
circumstances to which the requirement to use best efforts applies.

 
In confirmation of their consent and agreement to the terms and
conditions contained in this IRU Agreement and intending to be legally
bound hereby, the parties have executed this IRU Agreement as of the
date first above written.
"QWEST":
QWEST COMMUNICATIONS CORPORATION, a
Delaware corporation


By:/s/___________________________________________________
Name:
Title:


"GTE":

GTE INTELLIGENT NETWORK SERVICES INCORPORATED, a
Delaware corporation


By:___/s/_________________________________________________
Name:
Title:

EXHIBIT A

QWEST System Description



EXHIBIT A-1: QWEST System Description and Delivery Dates
                          GTE - Exhibit A-1
                System Description and Delivery Dates

 
ESTIMATED ESTIMATED SEGMENT SYSTEM ROUTE DELIVERY NO. SEGMENT MILES DATE 1A Chicago - Detroit 305 1/31/98 1B Detroit - Cleveland 165 2/15/98 1C Cleveland - Pittsburgh 162 3/1/98 1D Pittsburgh - Philadelphia 356 3/31/98 1E Philadelphia - Washington, D.C. 138 4/30/98 Chicago - Detroit - Cleveland - 1 Washington DC Total 1,126 4/30/98 2A Cleveland - Columbus 133 10/31/97 2B Columbus - Cincinnati 125 10/31/97 2 Cleveland - Columbus Total 258 10/31/97 3 Cincinnati - Louisville 107 7/30/98 4 Indianapolis - Chicago 215 12/31/97 5 Indianapolis - St. Louis 248 10/31/97 6 St. Louis - Kansas City 297 10/31/97 7 Kansas City - Topeka 75 10/31/97 8 Denver - Topeka 565 10/31/97 9A Denver - Grand Junction 271 10/31/97 9B Grand Junction - Salt Lake City 295 10/31/97 9 Denver - Salt Lake Total 566 10/31/97 10A Salt Lake City - Reno 575 10/31/97 10B Reno - Roseville 136 10/31/97 10 Salt Lake - Roseville Total 711 10/31/97 11A Roseville - Oakland 111 10/31/97 11B Oakland - San Jose 43 10/31/97 11 Roseville - San Jose Total 154 10/31/97 12A San Jose - Salinas 71 10/31/97 12B Salinas - San Luis Obispo 132 10/31/97 12C San Luis Obispo - Santa Barbara 119 10/31/97 12D Santa Barbara - Los Angeles 107 10/31/97 12 San Jose - Los Angeles Total 429 10/31/97 13A Los Angeles - Anaheim 32 10/31/97 13B Anaheim - San Diego 132 10/31/97 13C San Diego - Yuma 235 12/31/97 13D Yuma - Phoenix 187 1/31/98 13 LA - San Diego - Phoenix Total 586 1/31/98 14A Phoenix - Tucson 123 2/29/98 14B Tucson - El Paso 310 3/31/98 14 Phoenix - Tucson - El Paso Total 433 3/31/98 15A El Paso - San Antonio 586 5/31/98 15B San Antonio - Austin 85 1/31/98 15C Austin - Houston 221 12/31/97 15 El Paso - San Antonio - Houston Total 892 5/31/98 16 Houston - Dallas 269 10/31/97 17A Dallas - Oklahoma City 264 1/31/98 17B Oklahoma City - Tulsa 119 1/31/98 17C Tulsa - Kansas City 256 1/31/98 17 Dallas - Kansas City Total 639 1/31/98 18 Cincinnati - Indianapolis 117 10/31/97 19A Louisville - Nashville 189 9/30/98 19B Nashville - Chattanooga 147 10/31/98 19C Chattanooga - Atlanta 137 10/31/98 19 Louisville - Nashville - Atlanta Total 473 10/31/98 20A Atlanta - Charlotte 261 10/31/98 20B Charlotte - Raleigh 174 8/31/98 20C Raleigh - Richmond 301 10/31/98 20D Richmond - Washington D.C. 110 10/31/98 20 Atlanta - Raleigh - Washington Total 846 10/31/98 21A Chicago - Milwaukee 84 10/31/98 21B Milwaukee - Green Bay 118 10/31/98 21C Green Bay - Minneapolis 295 10/31/98 21D Minneapolis - Des Moines 281 10/31/98 21 Chicago - Des Moines Total 778 10/31/98 22C Des Moines - Omaha 140 10/31/98
22D Omaha - Topeka 224 10/31/98 22 Des Moines - Topeka Total 364 10/31/98 23 Denver - El Paso Total 746 3/31/98 24A Roseville - Chico 98 1/31/98 24B Chico - Redding 75 1/31/98 24C Redding - Medford 177 1/31/98 24D Medford - Eugene 206 1/31/98 24E Eugene - Portland 123 1/31/98 24 Roseville - Portland Total 679 1/31/98 25 Portland - Seattle 182 1/31/98 27 San Jose - San Francisco 56 10/31/97 28A Boston - Albany 208 12/31/97 28B Albany - Buffalo 298 12/31/97 28C Buffalo - Cleveland 197 12/31/97 28 Boston - Cleveland Total 703 12/31/97 29 Albany - New York City 157 5/31/98 30 New York City - Philadelphia 95 5/31/98 Total 12,766 10/31/98
EXHIBIT A-2: General Route Map [MAP APPEARS HERE] EXHIBIT A-3: Detailed Route Maps [MAPS APPEAR HERE] ## 168 PAGES OF MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT ## EXHIBIT A-4: Designated End Point and Intermediate Point Cities Exhibit A-4 DESIGNATED ENDPOINT and INTERMEDIATE CITIES
CITY ST LATA LATA NAME Base Phoenix AZ 666 PHOENIX Tucson AZ 668 TUCSON Yuma AZ 666 PHOENIX Anaheim CA 730 LOS ANGELES Chico CA 724 CHICO Los Angeles CA 730 LOS ANGELES Oakland CA 722 SAN FRANCISCO Redding CA 724 CHICO Roseville CA 726 SACRAMENTO Sacramento CA 726 SACRAMENTO Salinas CA 736 MONTEREY San Diego CA 732 SAN DIEGO San Francisco CA 722 SAN FRANCISCO San Jose CA 722 SAN FRANCISCO San Luis Obispo CA 740 SAN LUIS OBISPO Santa Barbara CA 730 LOS ANGELES Colorado Springs CO 658 COLORADO SPR. Denver CO 656 DENVER Grand Junction CO 656 DENVER Pueblo CO 658 COLORADO SPR. Washington DC 236 WASH DC Atlanta GA 438 ATLANTA Des Moines IA 632 DES MOINES Chicago IL 358 CHICAGO Indianapolis IN 336 INDIANAPOLIS South Bend IN 332 SOUTH BEND Topeka KS 534 TOPEKA Bowling Green KY 464 OWENSBORO Louisville KY 462 LOUISVILLE Boston MA 128 EAST MASS Baltimore MD 238 BALTIMORE Battle Creek MI 348 GRAND RAPIDS Detroit MI 340 DETROIT Minneapolis MN 628 MINNEAPOLIS Owatonna MN 620 ROCHESTER Kansas City MO 524 KANSAS CITY St. Louis MO 520 ST.LOUIS Charlotte NC 422 CHARLOTTE Greensboro NC 424 GREENSBORO Raleigh NC 426 RALEIGH Rocky Mount NC 951 ROCKY MOUNT Lincoln NE 958 LINCOLN Omaha NE 644 OMAHA Newark NJ 224 NORTH JERSEY Trenton NJ 222 DELAWARE VALLEY Albuquerque NM 664 NEW MEXICO Santa Fe NM 664 NEW MEXICO Reno NV 720 RENO Albany NY 134 ALBANY Buffalo NY 140 BUFFALO New York NY 132 NEW YORK METRO Poughkeepsie NY 133 POUGHKEEPSIE Rochester NY 974 ROCHESTER Syracuse NY 136 SYRACUSE Utica NY 136 SYRACUSE White Plains NY 132 NEW YORK METRO Akron OH 325 AKRON Cincinnati OH 922 CINCINNATI Cleveland OH 320 CLEVELAND Columbus OH 324 COLUMBUS Dayton OH 328 DAYTON Toledo OH 326 TOLEDO Youngstown OH 322 YOUNGSTOWN Oklahoma City OK 536 OKLAHOMA CITY Tulsa OK 538 TULSA Eugene OR 670 EUGENE Medford OR 670 EUGENE Portland OR 672 PORTLAND Salem OR 672 PORTLAND Harrisburg PA 226 CAPITOL,PA Philadelphia PA 228 PHILADELPHIA Pittsburgh PA 234 PITTSBURGH Greenville SC 430 GREENVILLE Chattanooga TN 472 CHATTANOOGA Nashville TN 470 NASHVILLE Austin TX 558 AUSTIN Bryan TX 570 HEARNE Dallas TX 552 DALLAS El Paso TX 540 EL PASO Ft. Worth TX 552 DALLAS Houston TX 560 HOUSTON Mexia TX 556 WACO San Antonio TX 566 SAN ANTONIO Provo UT 660 UTAH Salt Lake City UT 660 SALT LAKE CITY
Fredericksburg VA 246 CULPEPER Portsmouth VA 252 NORFOLK Richmond VA 248 RICHMOND Seattle WA 674 SEATTLE Eau Claire WI 352 NORTHWEST WI Green Bay WI 350 NORTHEAST WI Milwaukee WI 356 SOUTHEAST WI EXHIBIT B IRU Fee Payment Schedule 1. The IRU fee for each Segment shall be paid in accordance with the following schedule: i) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon execution of the IRU Agreement. ii) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon commencement of the construction of a Segment. iii) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon completion of conduit installation of such Segment. iv) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon completion of fiber cable placement in such Segment. v) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon completion of fiber splicing and completion of civil construction in such Segment. vi) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % on the Acceptance Date for such Segment. 2. The IRU fee for Segment 23 shall be paid in accordance with the following schedule: i) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon execution of the IRU agreement. ii) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon the Acceptance Date for the first 12 Dark Fibers delivered in accordance with Exhibit A. iii) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## % upon the Acceptance Date for the second 12 Dark Fibers delivered in accordance with Exhibit A. 3. For purposes of determining the occurrence of the construction milestones triggering payment obligations hereunder, the following shall apply: i) Commencement of construction of a Segment shall mean the establishment of a field office followed promptly by mobilization of either in-house crews or the subcontract of a construction manager. ii) Completion of conduit installation shall mean the completion of installation of the conduit system for the Segment, with handholds and manholes, ready for Cable pulling. C. Completion of fiber cable placement shall mean the fiber cable is either pulled into the conduit or completely installed in aerial installation, but without splicing. In the event of aerial construction, the IRU Fee installment otherwise due upon completion of conduit installation shall be due and payable at the same time as the installment due upon completion of fiber cable placement. D. Completion of fiber splicing and civil construction shall mean all fibers are spliced and ready for testing and civil facilities are ready for the customer to occupy and install their equipment. E. Acceptance Date shall have the meaning established in the IRU Agreement. IV. The IRU Fee shall be calculated at the rate of $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per mile. V. Upon execution of the IRU Agreement, GTE shall pay QWEST an amount equal to the sum of all payments due pursuant to Section 1 clauses (ii), (iii), (iv), (v), and (vi) of this Exhibit B for each Segment for which construction has commenced. EXHIBIT C Construction Specifications 1.0 General. The intent of this document is to outline the specifications for construction of a fiber optic cable system. In all cases, the standards contained in this document or the standards of the federal, state, local or private agency having jurisdiction, whichever is stricter, shall be followed. 2.0 Material. Steel or PVC conduit shall be minimum schedule ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## wall thickness. Any exposed steel conduit, brackets or hardware (i.e., bridge attachments) shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT##. Handholes shall have a minimum ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## loading rating or ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches of cover. Manholes shall have a minimum ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## loading rating. Innerducts used shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## or ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## . Buried cable warning tape shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## wide and display ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT##. Warning signs will display ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT##. Fiber optic cable shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT##. 3.0 Minimum Depths. Minimum cover required in the placement of conduit shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches, except in the following instances: (a) The minimum cover in borrow ditches adjacent to roads, highways, railroads and interstate highways is ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below the cleanout line or existing grade, whichever is greater. (b) The minimum cover across streams, river washes and other waterways is ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below the cleanout line or existing grade, whichever is greater. Steel conduit will be placed at all such crossings unless the crossing is directional bored. (c) At locations where conduit crosses other subsurface utilities or other structures, the conduit shall be installed to provide a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches of vertical clearance and applicable minimum depth can be maintained; otherwise, the conduit will be installed under the existing utility or other structure. If, however, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches cannot be obtained, the cable shall be encased in steel pipe rather than conduit. No fiber optic cable shall be buried without being surrounded by conduit or steel pipe. (d) In rock, the conduit shall be placed to provide a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below the surface of the solid rock, or provide a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches of total cover, whichever requires the least rock excavation. PVC or HDPE conduit will be backfilled with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches of select materials (padding) in rock areas. (e) In the case of the use/conversion of existing steel pipelines or salvaged conduit systems, the existing depth shall be considered adequate. 4.0 Buried Cable Warning Tape. All conduit will be installed with buried cable warning tape except where existing steel pipelines or salvaged conduit systems are used. The warning tape shall generally be placed at a depth of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below grade and directly above the conduit. 5.0 Conduit Construction. Conduits may be placed by means of trenching, plowing, jack and bore, or directional bore. Conduits will generally be placed on a level grade parallel to the surface, with only gradual changes in grade elevation. Steel conduit will be joined with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## . All paved city, state, federal and interstate highways and railroad crossings will be encased in steel conduit. If the crossing is at grade, steel is not required if the cable is placed with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet of cover or more, and the crossing is directional bored. All crossings of major streams, rivers, bays and navigable waterways will be placed in ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## conduit. At all foreign utility/underground obstacle crossings, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## conduit will be placed and will extend at least ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet beyond the outer limits of the obstacle in both directions. All jack and bores will use steel conduit. All directional bores will use ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## conduit. Any cable placed in rock will be placed in ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## conduit. Any cable placed in swamp or wetland areas will be placed in ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## conduit. All conduits placed on bridges will be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## . All conduits placed on bridges shall have expansion joints placed ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## or at least every ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet, whichever is the shorter distance. 6.0 Innerduct Installation. Innerduct(s) shall be installed in all steel conduits. No cable will be placed directly in any split/solid steel conduit without innerduct. Innerduct(s) shall extend beyond the end of all conduits a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches. 7.0 Cable Installation. The fiber optic cable shall be installed using a powered pulling winch and hydraulic-powered assist pulling wheels. The maximum pulling force to be applied to the fiber optic cable shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## pounds. Bends of small radii (less than 20 times the outside diameter of the cable) and twists that may damage the cable shall be avoided during cable placement. The cable shall be lubricated and placed in accordance with the cable manufacturer specifications. A pulling swivel break-away rated at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## pounds shall be used at all times. All splices will be contained in a handhole or manhole. A minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## meters of slack cable will be left in all intermediate handholes or manholes. A minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## meters of slack cable will be left in all splice locations. A minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## meters of slack cable will be left in all facility locations (i.e., POP sites, switch sites, regens or CEVs). 8.0 Manholes and Handholes. Manholes shall be placed in traveled surface streets and shall have locking lids. Handholes shall be placed in all other areas and be installed with a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches of soil covering the lid. 9.0 EMS Markers. EMS markers shall be placed 6 inches directly above the lid of all buried handholes and assist points. EMS markers fabricated into the lids of handholes are acceptable. 10.0 Cable Markers (Warning Signs). Cable markers (with the same information as buried cable warning tape) shall be installed at all changes in cable running line direction, splices, waterways, subsurface utilities, handholes and at both sides of street, highway, bridge or railroad crossings. At no time shall any markers be spaced more than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet apart in metro areas and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet apart in non-metro areas. Markers shall be positioned so that they can be seen from the location of the cable and generally set facing perpendicular to the cable running line. 11.0 Compliance. All work will be done in strict accordance with federal, state, local and applicable private rules and laws regarding safety and environmental issues, including those set forth by OSHA and the EPA. In addition, all work and the resulting fiber system will comply with the current requirements of all governing entities (FCC, NEC, DEC and other national, state and local codes). 12.0 As Built Drawings. As built drawings will contain a minimum of the following: 1) Information showing the location of running line, relative to permanent landmarks, including but not limited to, railroad mileposts, boundary crossings and utility crossings. 2) Splice locations 3) Manhole and handhole locations 4) Conduit information (type, length, expansion joints, etc.) 5) Cable information (manufacturer, type of fiber, type of cable, fiber assignments, final cable lengths) 6) Notation of all deviations from specifications (depth, etc.) 7) ROW detail (type, centerline distances, boundaries, waterways, road crossings, known utilities and obstacles) 8) Cable marker locations and stationing 9) Regeneration locations and floorplans to include FDP assignments (also labeled on site) Drawings will be updated with actual field data during and after construction. Metro areas scale shall not exceed 1 inch = 200 feet. Rural areas scale shall not exceed 1 inch = 500 feet. As-builts will be provided within ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## days after acceptance, in both hard copy and electronic format (Auto-CAD version 13.0 or later). Updates to the as-builts will be provided within ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## days of completion of change, like a relocation project. 13.0 Aerial Construction. Subject to prior approval by both parties (which approval shall not be unreasonably withheld), aerial construction methods will only be used when buried construction techniques are impractical due to environmental conditions, schedule or economic considerations, right-of-way issues, or code restrictions. The parties acknowledge that aerial construction on utility towers (not utility poles) using optical groundwire or all dielectric self-support methods may be used without GTE approval provided QWEST agrees to give GTE reasonable prior notice of its decision to use such aerial methods.. Aerial design standards and construction techniques will conform with industry-accepted practices for aerial fiber optic cable systems. All aerial plant must comply with applicable national (NEC, NESC, etc.), state and local codes. The fiber optic cable placed on an aerial system shall be armored and designed for aerial applications. The cable will be placed in accordance with manufacturer specifications. Cable tension will be monitored during placement. Cable rollers will be placed at a maximum interval of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet. Cable expansion loops will be placed at every pole. Cable identification/warning tags will be placed at every pole. All cable splices will be buried in handholes or manholes. Cable sheath to suspension strand bonds and grounding will be performed at the first and last pole of the system and at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## mile intervals. Fiber optic cable at all riser poles will be protected with galvanized steel U-guard from ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below grade to a point ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches below the suspension strand. Conduit sweeps will be used to transition from the U-guard to either a handhole or manhole. All aerial plant will be designed and constructed with 10M EHS (Class A galvanized) suspension strand unless otherwise dictated by the pole owners or field conditions. The fiber optic cable will be double lashed to the suspension strand using 45 mil stainless lashing wire. Span length shall account for storm loading (wind and ice) in accordance with zones outlined in NESC code. Sags and tensions will be calculated in accordance with industry accepted practices and account for strand size, span length, ambient temperature at placement and loading. The suspension strand will be tensioned with a strand dynamometer. A catenary suspension system may be used if the system exceeds maximum span length specifications. Prior to attachment to any existing pole line, the system will be inspected for compliance with applicable codes and standards, as well as the physical condition of the poles and existing hardware. Any make-ready work will be reviewed with the pole owner and specifically addressed prior to construction. If a pole line need be constructed, the preferred poles will be Class 4 (40 feet) and Class 5 (35 feet). Use of the preferred poles will make it unnecessary to calculate pole loading (horizontal, vertical and bending moments) in most field conditions. Some unusual conditions may require the use of a stronger class pole. Depth of placement will be dictated by soil conditions, slope of terrain and length of pole. Poles will be guyed in accordance with industry-accepted standards. All pole attachment hardware will be galvanized steel. Aerial cable will be placed below power attachments and above all other attachments unless otherwise dictated by the pole owner. Pole contact clearances and locations will be dictated by current NESC code and the presence of existing attachments; however, the following minimum objective clearances will apply: a) Power line - ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches (below) b) Non-current carrying power line - ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches c) Telephone, CATV and other signal lines - ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## inches (above) Verticle clearances for crossings or parallel lines will be dictated by current NESC code; however, the objective clearance for most objects (roads, alleys, etc.) Is ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet (at 100 F) with the exception of railroad tracks and waterways which have an objective of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet (at 100 F). 14.0 Approval of Deviations From Specifications. QWEST will seek the approval of GTE, which approval shall not be unreasonably withheld or delayed, prior to undertaking any construction which will deviate from the Construction Specifications set forth in this Exhibit C. EXHIBIT D Fiber Cable Splicing, Testing and Acceptance Procedures 1. All splices will be performed with an industry-accepted fusion splicing machine. Qwest will perform two stages of testing during the construction of a new fiber cable route. Initially, OTDR tests will be taken from one direction. As soon as fiber connectivity has been achieved to both regen sites, Qwest will verify and record the continuity of all fibers. Qwest will take and record power level readings on all fibers in both directions. Qwest will bi-directional OTDR test all fibers. 2. During the initial construction, it is only possible to measure the fiber from one direction. Because of this, splices will be qualified during initial construction with an OTDR from only one direction. The profile alignment system or light injection detection system on the fusion splicer may be used to qualify splices as long as a close correlation to OTDR data is established. The pigtails will also be qualified at this stage using an OTDR and a minimum 1 km launch reel. All measurements at this stage in construction will be taken at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## nm. 3. After Qwest has provided end-to-end connectivity on the fibers, bi-directional span testing will be done. These measurements must be made after the splice manhole or handhole is closed in order to check for macro-bending problems. Continuity tests will be done to verify that no fibers have been "frogged" or crossed in any of the splice points. Once the pigtails have been spliced, loss measurements will be recorded using an industry-accepted laser source and a power meter. OTDR traces will be taken and splice loss measurements will be recorded. Qwest will also store OTDR traces on diskette and on data sheets. Laser Precision format will be used on all traces. Qwest will provide three copies of all data sheets and tables, and one set of diskettes with all traces. a. The power loss measurements shall be made at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## nm, and performed bi-directionally. b. OTDR traces shall be taken in both directions at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## nm. 4. The splicing standards are as follows: a. The loss value of the pigtail connector and its associated splice will not exceed ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB. This value does not include the insertion loss from its connection to the FDP. For values greater than this, the splice will be broken and respliced until an acceptable loss value is achieved. If, after five attempts, Qwest is not able to produce a loss value less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB, the splice will be marked as Out-of-Spec ("OOS") on the data sheet. Each splicing attempt shall be documented on the data sheet. b. During initial uni-directional OTDR testing, the objective for each splice is a loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## or less. If, after three attempts, Qwest is not able to produce a loss value of less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB, then ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB will be acceptable. If, after two additional attempts, a value of less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB is not achievable, then the splice will be marked as OOS on the data sheet. Each splicing attempt shall be documented on the data sheet. c. During end-to-end testing of a span (a span shall be FDP to FDP), the objective for each splice is a bi-directional average loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB or less. d. The standard for each fiber within a span shall be an average bi-directional loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB or less for each splice. For example, if a given span has 10 splices, each fiber shall have total bi-directional loss (due to the 10 splices) of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## or less. Each individual splice may have a bi-directional loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB or less, but the average bi-directional splice loss across the span must be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## dB or less. 5. The entire fiber optic cable system shall be properly protected from foreign voltage and grounded with an industry-accepted system. The current system in use by Qwest is depicted in the attached schematic-DWG No. SAH-1 (typical for Surge Arrestor HH Placement). 6. Customer fiber assignments will be consecutive in count and in a separate buffer tube (or ribbon or fiber bundles) from others. The maximum number of fibers within a single buffer tube (or ribbon or fiber bundles) shall be 12. 7. The fibers shall be terminated to the FDP with Ultra FC-PC connectors, unless another type of connector is specified. The pigtails shall be manufactured with the same glass as the backbone cable to minimize splice loss. EXHIBIT E Fiber Specifications [This exhibit contains product specification information that is largely set forth in graphic format] EXHIBIT E-1 Fiber Deployment Diagram [Exhibit E-1 is a map of the United States with the heading "Fiber Deployment Diagram" showing state lines and routes of the fiber optic network upon completion.] EXHIBIT F Specifications for Regeneration Facilities Qwest will install modular, prefabricated, conditioned space along the right-of-way to house regenerations and other electronic equipment (supplied by User) necessary for the operation of the Qwest System. Regeneration site facilities consist of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## square feet of caged space in such facilities with separate, lockable, secured 24 hour access. The buildings will be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet wide by approximately ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## feet interior length to provide such square footage. Also included is access to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## amps of DC power provided from a common source backed up by a standby generator as described below. To the extent provided in the Agreement, any additional space and/or power required may be made available, with User responsible for QWEST'S incremental cost. Following are the general specifications of the buildings and support equipment. Standard production, metal-framed buildings with steel substructure or concrete; bullet resistant to 30-06 slugs from 15 feet; walls and ceilings R-19 insulated. Security-type weatherproof exterior light fixtures, equipped with motion sensors. Building is equipped with Marvair Compact II or equivalent redundant HVAC units. The building platform comes equipped with an external ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## kw backup generator designed to provide power during emergency periods. The generator fuel tanks will have a minimum ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## gallon capacity. As part of the normal maintenance, the generator will be exercised twice monthly, running on a load bank for a minimum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## . Fire extinguishers are provided one inside the main door, and one located near the HVAC systems. A fire suppression system (FM-200) will be in place as the main overall fire protection coverage. The building will have an earth ground termination bar (safety green wire ground) terminated to building steel and/or driven ground rod. The building will be equipped with A/C duplex isolated outlets for testing and miscellaneous equipment. Such outlets shall be national electronic code and placed every 6 feet around perimeter walls. The building will have sufficient lighting. Two properly sized cable racks will be installed, one from the DC power source and once from the FDP. Qwest will run properly sized cables from the common DC power plant to the User-supplied fuse panel in the User space. DC power in the amount of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## amps shall be provided based upon a one (1) for N rectifier format (i.e., ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## amp units or ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## amp units). A battery plant capable of handling the load for a minimum of four (4) hours to ensure uninterruptable power will be installed in the building. At remote regeneration locations, QWEST will also provide a battery plant designed to provide at least ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## , and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## at all other locations, in both cases with sufficient generator fuel to provide ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## backup in the event of a power outage. The battery plant shall incorporate load disconnect protection and batteries capable of recharging in 12 hours. The battery plant shall also include dual battery strings with battery disconnects for maintenance purposes. Power will be monitored twenty-four (24) hours per day, seven (7) days a week. Each party's fibers will be terminated in a separate bulkhead module within the QWEST fiber distribution panel. Upon execution of the IRU Agreement, the parties will finalize the locations of the regeneration facilities in accordance with Section 7.2 of the IRU Agreement. Estimated Points Segment Route of Amplifier No. Segment Miles Presence Sites Exhibit G POP/Regeneration Facility Sites
ESTIMATED POINTS SEGMENT ROUTE OF AMPLIFIER NO. SEGMENT MILES PRESENCE SITES 1A Chicago to Detroit 305 Chicago to South Bend 2 1 South Bend to Battle Creek 1 1 Battle Creek to Detroit 1 2 1B Detroit to Cleveland 165 Detroit to Toledo 1 0 Toledo to Cleveland 1 1C Cleveland to Pittsburgh 162 1 0 Akron to Youngstown 1 0 Youngstown to Pittsburgh 1 0 1D Pittsburgh to Philadelphia 356 Pittsburgh to Harrisburg 1 3 Harrisburg to Philadelphia 1 1 1E Philadelphia to Washington 138 Philadelphia to Baltimore 2 0 Baltimore to Washington 1 0 2A Cleveland to Columbus 133 1 2 2B Columbus to Cincinnati 125 Columbus to Dayton 1 1 Dayton to Cincinnati 1 0 4 Indianapolis to Chicago 215 1 3 5 Indianapolis to St. Louis 248 1 4 6 St. Louis to Kansas City 297 1 4 7 Kansas City to Topeka 75 1 0 8 Topeka to Denver 565 1 9 9A Denver to Grand Junction 271 1 4 9B Grand Junction to Salt Lake City 295 Grand Junction to Provo 1 4 Provo to Salt Lake City 1 0 10A Salt Lake City to Reno 575 1 9 10B Reno to Roseville 136 1 2 11A Roseville to Oakland 111 Roseville to Sacramento 1 0 Sacramento to Oakland 1 1 11B Oakland to San Jose 43 1 0 12A San Jose to Salinas 71 1 1 12B Salinas to San Luis Obispo 132 1 2 12C San Luis Obispo to Santa Barbara 119 1 1 12D Santa Barbara to Los Angeles 107 1 1 13A Los Angeles to Anaheim 32 1 0 13B Anaheim to San Diego 132 1 2 13C San Diego to Yuma 235 1 3 13D Yuma to Phoenix 187 1 3 14A Phoenix to Tucson 123 1 1 14B Tucson to El Paso 310 1 5 15A El Paso to San Antonio 586 1 9 15B San Antonio to Austin 85 1 1 15C Austin to Houston 221 1 3 16 Houston to Dallas 269 Houston to Bryan 1 1 Bryan to Dallas 1 2 17A Dallas to Oklahoma City 264 1 0 Ft. Worth to Oklahoma City 1 3
17B Oklahoma City to Tulsa 119 1 1 17C Tulsa to Kansas City 256 1 4 18 Cincinnati to Indianapolis 117 0 1 23 Denver to El Paso 746 Denver to Colorado Springs 1 0 Colorado Springs to Pueblo 1 0 Pueblo to Lamy 1 4 Lamy to Albuquerque 1 0 Albuquerque to El Paso 0 4 Lamy to Santa Fe 1 0 24A Sacramento to Chico 98 1 1 24B Chico to Redding 75 1 0 24C Redding to Medford 177 1 2 24D Medford to Eugene 206 1 3 24E Eugene to Portland 123 Eugene to Salem 0 Salem to Portland 1 0 25 Portland to Seattle 182 1 2 27 San Jose to San Francisco 56 1 0 28A Boston to Albany 208 2 3 28B Albany to Buffalo 298 Albany to Syracuse 2 1 Syracuse to Rochester 1 1 Rochester to Buffalo 1 0 28C Buffalo to Cleveland 197 0 3 29 Albany to New York City 157 3 1 30 New York City to Philadelphia 95 2 0 21A Chicago to Milwaukee 84 1 1 21B Milwaukee to Green Bay 118 1 1 21C Green Bay to Minneapolis 295 Green Bay to Eau Claire 1 3 Eau Claire to Minneapolis 1 1 21D Minneapolis to Des Moines 281 Minneapolis to Owatonna 1 1 Owatonna to Des Moines 1 3 22C Des Moines to Omaha 140 1 2 22D Omaha to Topeka 224 Omaha to Lincoln 1 1 Lincoln to Topeka 0 2 3 Cincinnati to Louisville 107 0 1 19A Louisville to Nashville 189 Louisville to Bowling Green 1 1 Bowling Green to Nashville 1 0 19B Nashville to Chattanooga 147 1 2 19C Chattanooga to Atlanta 137 1 2 20A Atlanta to Charlotte 261 Atlanta to Greenville 1 2 Greenville to Charlotte 1 1 20B Charlotte to Raleigh 174 Charlotte to Greensboro 1 1 Greensboro to Raleigh 1 1 20C Raleigh to Richmond 301 Raleigh to Rocky Mount 1 0 Rocky Mount to Portsmouth 1 1 Portsmouth to Richmond 1 1 20D Richmond to Washington 110 Richmond to Fredericksburg 1 0 Fredericksburg to Washington 0 0
Total 12,766 93 149 EXHIBIT H Qwest System Maintenance Specifications and Procedures Any party responsible for providing maintenance of the Qwest System hereunder shall be referred to herein as the "Service Provider". The Party receiving maintenance services from the Service Provider hereunder shall be referred to herein as the "Service Recipient". All other capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the IRU Agreement of which this Exhibit forms a part. 1. Maintenance. (a) Scheduled Maintenance. Routine maintenance and repair of the Qwest System described in this section ("Scheduled Maintenance") shall be performed by or under the direction of Service Provider, at Service Provider's reasonable discretion or at Service Recipient's request. Scheduled Maintenance shall commence with respect to each Segment upon the effective date of the grant of the IRU therein, as provided in the IRU Agreement. Scheduled Maintenance shall include the following activities: (i) Patrol of Qwest System route on a regularly scheduled basis, which will be weekly unless hyrail access is necessary, in which case, it will be quarterly; (ii) Maintenance of a "Call-Before-You-Dig" program and all required and related cable locates; (iii) Maintenance of sign posts along the Qwest System right-of-way with the number of the local "Call-Before-You-Dig" organization and the "800" number for Qwest's "Call-Before-You-Dig" program; and (iv) Assignment of fiber maintenance technicians to locations along the route of the Qwest System at approximately ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## intervals dependent upon terrain and accessability. (b) Unscheduled Maintenance. Non-routine maintenance and repair of the Qwest System which is not included as Scheduled Maintenance ("Unscheduled Maintenance"), shall be performed by or under the direction of Service Provider. Unscheduled Maintenance shall commence with respect to each Segment upon the effective date of the grant of the IRU therein, as provided in the IRU Agreement. Unscheduled Maintenance shall consist of: (i) "Emergency Unscheduled Maintenance" in response to an alarm identification by Service Provider's Operations Center, notification by Service Recipient or notification by any third party of any failure, interruption or impairment in the operation of the Qwest System, or any event imminently likely to cause the failure, interruption or impairment in the operation of the Qwest System. (ii) "Non-Emergency Unscheduled Maintenance" in response to any potential service-affecting situation to prevent any failure, interruption or impairment in the operation of the Qwest System. Service Recipient shall immediately report the need for Unscheduled Maintenance to Service Provider in accordance with procedures promulgated by Service Provider from time to time. Service Provider will log the time of Service Recipient's report, verify the problem and dispatch personnel immediately to take corrective action. 2. Operations Center. Service Provider shall operate and maintain an Operations Center ("OC") staffed twenty-four (24) hours a day, seven (7) days a week by trained and qualified personnel. Service Provider's maintenance employees shall be available for dispatch twenty-four (24) hours a day, seven (7) days a week. Service Provider shall have its first maintenance employee at the site requiring Emergency Unscheduled Maintenance activity within ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## after the time Service Provider becomes aware of an event requiring Emergency Unscheduled Maintenance, unless delayed by circumstances beyond the reasonable control of Service Provider. Service Provider shall maintain a toll-free telephone number to contact personnel at the OC. Service Provider's OC personnel shall dispatch maintenance and repair personnel along the system to handle and repair problems detected in the Qwest System, (i) through the Service Recipient's remote surveillance equipment and upon notification by Service Recipient to Service Provider, or (ii) upon notification by a third party. 3. Cooperation and Coordination. (a) Service Recipient shall utilize an Operations Escalation List, as updated from time to time, to report and seek immediate initial redress of exceptions noted in the performance of Service Provider in meeting maintenance service objectives. (b) Service Recipient will, as necessary, arrange for unescorted access for Service Provider to all sites of the Qwest System, subject to applicable contractual, underlying real property and other third-party limitations and restrictions. (c) In performing its services hereunder, Service Provider shall take workmanlike care to prevent impairment to the signal continuity and performance of the Qwest System. The precautions to be taken by Service Provider shall include notifications to Service Recipient. In addition, Service Provider shall reasonably cooperate with Service Recipient in sharing information and analyzing the disturbances regarding the cable and/or fibers. In the event that any Scheduled or Unscheduled Maintenance hereunder requires a traffic roll or reconfiguration involving cable, fiber, electronic equipment, or regeneration or other facilities of the Service Recipient, then Service Recipient shall, at Service Provider's reasonable request, make such personnel of Service Recipient available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with Service Provider in performing such maintenance as required of Service Provider hereunder. (d) Service Provider shall notify Service Recipient at least ten (10) business days prior to the date in connection with any PSWP of any Scheduled Maintenance and as soon as possible after becoming aware of the need for Unscheduled Maintenance. Service Recipient shall have the right to be present during the performance of any Scheduled Maintenance or Unscheduled Maintenance so long as this requirement does not interfere with Service Provider's ability to perform its obligations under this Agreement. In the event that Scheduled Maintenance is canceled or delayed for whatever reason as previously notified, Service Provider shall notify Service Recipient at Service Provider's earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity. 4. Facilities. (a) Service Provider shall maintain the Qwest System in a manner which will permit Service Recipient's use, in accordance with the terms and conditions of the IRU Agreement, of the IRU, the User Fibers and the Associated Property required to be provided under the terms of the IRU Agreement. (b) Except to the extent otherwise expressly provided in the IRU Agreement, Service Recipient will be solely responsible for providing and paying for any and all maintenance of all electronic, optronic and other equipment, materials and facilities used by Service Recipient in connection with the operation of the Dark Fibers, none of which is included in the maintenance services to be provided hereunder. 5. Cable/Fibers. (a) Service Provider shall perform appropriate Scheduled Maintenance on the Cable contained in the Qwest System in accordance with Service Provider's then current preventative maintenance procedures as agreed to by Service Recipient, which shall not substantially deviate from standard industry practice. (b) Service Provider shall have qualified representatives on site any time Service Provider has reasonable advance knowledge that another person or entity is engaging in construction activities or otherwise digging within five (5) feet of the Cable. (c) Service Provider shall maintain sufficient capability to teleconference with Service Recipient during an Emergency Unscheduled Maintenance in order to provide regular communications during the repair process. When correcting or repairing Cable discontinuity or damage, including but not limited to in the event of Emergency Unscheduled Maintenance, Service Provider shall use reasonable efforts to repair traffic-affecting discontinuity within ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## after the Service Provider maintenance employee's arrival at the problem site. In order to accomplish such objective, it is acknowledged that the repairs so effected may be temporary in nature. In such event, within ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## after completion of any such Emergency Unscheduled Maintenance, Service Provider shall commence its planning for permanent repair, and thereafter promptly shall notify Service Recipient of such plans, and shall implement such permanent repair within an appropriate time thereafter. Restoration of open fibers on fiber strands not immediately required for service shall be completed on a mutually agreed-upon schedule. If the fiber is required for immediate service, the repair shall be scheduled for the next available Planned Service Work Period (PSWP). (d) In performing repairs, Service Provider shall comply with the splicing specifications as set forth in Exhibit D. Service Provider shall provide to Service Recipient any modifications to these specifications as may be necessary or appropriate in any particular instance for Service Recipient's approval, which approval shall not be unreasonably withheld. (e) Service Provider's representatives that are responsible for initial restoration of a cut Cable shall carry on their vehicles the typically appropriate equipment that would enable a temporary splice, with the objective of restoring operating capability in as little time as possible. Service Provider shall maintain and supply an inventory of spare Cable in storage facilities supplied and maintained by Service Provider at strategic locations to facilitate timely restoration. 6. Planned Service Work Period (PSWP). Scheduled Maintenance which is reasonably expected to produce any signal discontinuity must be coordinated between the parties. Generally, this work should be scheduled after midnight and before 6:00 a.m. local time. Major system work, such as fiber rolls and hot cuts, will be scheduled for PSWP weekends. A calendar showing approved PSWP will be agreed upon in the last quarter of every year for the year to come. The intent is to avoid jeopardy work on the first and last weekends of the month and high-traffic holidays. 7. Restoration. (a) Service Provider shall respond to any interruption of service or a failure of the Dark Fibers to operate in accordance with the specifications set forth in Exhibit D (in any event, an "Outage") as quickly as possible (allowing for delays caused by circumstances beyond the reasonable control of Service Provider) in accordance with the procedures set forth herein. (b) When restoring a cut Cable in the Qwest System, the parties agree to work together to restore all traffic as quickly as possible. Service Provider, promptly upon arriving on the site of the cut, shall determine the course of action to be taken to restore the Cable and shall begin restoration efforts. Service Provider shall splice fibers tube by tube or ribbon by ribbon or fiber bundle by fiber bundle, rotating between tubes or ribbons operated by the separate Interest Holders (as defined in paragraph 9(a)), including Service Recipient, in accordance with the following described priority and rotation mechanics; provided that, lit fibers in all buffer tubes or ribbons or fiber bundles shall have priority over any dark fibers in order to allow transmission systems to come back on line; and provided further that, Service Provider will continue such restoration efforts until all lit fibers in all buffer tubes or ribbons are spliced and all traffic restored. In general, priority among Interest Holders affected by a cut shall be determined on a rotating restoration-by-restoration and Segment-by-Segment basis, to provide fair and equitable restoration priority to all Interest Holders, subject only to such restoration priority to which Qwest is contractually obligated prior to the date of the Agreement. Service Provider shall use all reasonable efforts to implement a Qwest System-wide rotation mechanism on a Segment-by-Segment basis so that the initial rotation order of the Interest Holders in each Segment is varied (from earlier to later in the order), such that as restorations occur, each Interest Holder has approximately equivalent rotation order positions across the Qwest System. Additional participants in the Qwest System that become Interest Holders after the date hereof shall be added to the restoration rotation mechanism. (c) The goal of emergency restoration splicing shall be to restore service as quickly as possible. This may require the use of some type of mechanical splice, such as the "3M Fiber Lock" to complete the temporary restoration. Permanent restorations will take place as soon as possible after the temporary splice is complete. 8. Subcontracting. Service Provider may subcontract any of the maintenance services hereunder; provided that Service Provider shall require the subcontractor(s) to perform in accordance with the requirement and procedures set forth herein. The use of any such subcontractor shall not relieve Service Provider of any of its obligations hereunder. 9. Fees and Costs. (a) Scheduled Maintenance Fees. The fees payable for any and all Scheduled Maintenance hereunder shall be determined in accordance with the following provisions. During any time after the Acceptance Date for any Segment but subject to paragraph 10 below, Qwest shall be the Service Provider and provide Scheduled Maintenance at a cost not to exceed $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile per year, subject to the CPI adjustment described below (the "Qwest Fixed Fee") and Unscheduled Maintenance as provided in subparagraph 9 below. The Scheduled Maintenance fee payable by Service Recipient shall be equal to a pro rata share of Qwest's Costs based first upon the number of conduits so maintained by Qwest and included in such Costs and second upon the number of Interest Holders (as defined in Section 10.4 of the Agreement) in the portion of the Qwest System so maintained by Qwest and included in such Costs; provided however, the total fee shall in no event exceed the amount of the Qwest Fixed Fee as adjusted by the CPI-U Adjustment. A quarter of the first such Scheduled Maintenance fee with respect to each Segment will be due and payable thirty (30) days after the Acceptance Date with respect to such Segment. Thereafter, one quarter of such fee shall be due quarterly. All fees shall be paid by Service Recipient within thirty (30) days of receipt of invoice therefor. The Qwest Fixed Fee, if applicable, may be adjusted annually, in Qwest's Sole discretion, beginning with the first anniversary date of the execution date of this Agreement, for increases in the United States Bureau of Labor Statistics, CPI-U All Services Index (unadjusted), as originally published. Said adjustment shall be hereinafter referred to as "CPI-U Adjustment". Such fee, as adjusted by the CPI-U Adjustment, shall be equal to the product of the fee specified herein multiplied by the fraction (i) whose numerator is the CPI-U All Services for March of the previous calendar year for which the adjustment to the fee is being made, and (ii) whose denominator is the CPI-U All Services for March of the preceding year. The adjusted fee shall remain in effect until the next annual fee is due, when a new adjusted fee fixed pursuant to this provision shall become effective. In no event shall the amount of the fee as adjusted pursuant to this provision be less than the amount of fee in effect for the immediately-preceding year. The parties agree that the Index for March 1995 is defined as 151.4. In the event that the Bureau of Labor Statistics (or any successor organization) changes the current base of the CPI-U from 1982-84 = 100, the calculation of a fee under this provision shall be adjusted to ensure that Qwest receives the same amount as it would have had, had the base not been changed. In the event the Bureau of Labor Statistics (or any successor organization) no longer publishes the CPI-U, Qwest may, subject to Service Recipient's agreement (which shall not be unreasonably withheld), designate the statistical index it deems most appropriate for collocation of adjustments to a fee and, from the date the CPI-U ceased to be published, such index shall be used to make adjustments in a fee under this provision. (b) Unscheduled Maintenance Fees. If the aggregate amount of the Costs of Unscheduled Maintenance required as a result of any single event or multiple, closely-related events is less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## , such Costs shall be borne by Service Provider. For any other Unscheduled Maintenance, the Costs thereof shall be allocated among the various Interest Holders in the conduit, cable an/or fibers affected thereby as follows: (i) Costs of Unscheduled Maintenance solely to or affecting a conduit or cable which houses fibers of a single Interest Holder shall be borne 100% by such Interest Holder; (ii) Costs of Unscheduled Maintenance to or affecting a conduit which houses multiple innerduct conduits, not including such Costs attributable to the repair or replacement of fiber therein, shall be borne proportionately by the Interest Holds in each of the affected innerduct conduits based on the ratio that such affected conduit bears to the total number of affected innerduct conduits, and (iii) Costs of Unscheduled Maintenance attributable to the repair or replacement of fiber, including the acquisition, installation, inspection, testing and splicing thereof, shall be borne proportionately by the Interest Holders in the affected fiber, based on the ratio that the number of affected fibers subject to the interest of each such Interest Holder bears to the total number of affected fibers. All such Costs which are allocated to Service Recipient pursuant to the foregoing provisions shall be the responsibility of and paid by Service Recipient within thirty (30) days after its receipt from Service Provider of an invoice therefor. (c) Costs. "Costs" means the actual, direct costs paid or payable in accordance with the established accounting procedures generally used by each party, as the case may be, and which it utilizes in billing third parties for reimbursable projects, which costs shall include, without limitation, the following: (i) labor costs, including wages and salaries, and benefits and overhead allocable to such labor costs (overhead allocation percentage shall not exceed the lesser of (x) the percentage Service Provider typically allocates to its internal projects or (y) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## , and (ii) other direct costs and out-of-pocket expenses on a pass-through basis (e.g., equipment, materials, supplies, contract services, etc.). 10. Term. (a) Service Provider's obligation to perform maintenance on the relevant portion of the Qwest System shall be for an initial term expiring June 30, 2006. Qwest shall be the Service Provider. Thereafter, Qwest shall have no obligation to provide Scheduled or Unscheduled Maintenance hereunder, but shall be entitled to continue to provide maintenance under the terms and conditions of this agreement. (b) Notwithstanding Section 10(a) above, Qwest represents and warrants that it shall either (1) make a proposal not later than June 30, 2004, to the several Service Recipients to continue to serve as the Service Provider for the services described in this Exhibit H under commercially reasonable terms for the remainder of the Minimum Period following June 30, 2006, or (2) provide notice to the Service Recipients that Qwest shall not continue to provide those services beyond June 30, 2006. Should Qwest make a proposal under clause (1), the Service Recipients and Qwest shall negotiate in good faith toward reaching agreement on those services. If the parties have not concluded an agreement for continuing services by December 31, 2004, the Service Recipients shall be entitled to solicit proposals from other vendors and may select whichever vendor or vendors they jointly agree to use for all or separate portions of the Qwest System and Service Recipient's fibers and Associated Property, to include Qwest or separate vendors as each Service Recipient individually selects for its portion of the Qwest System and for its own fibers and Associated Property. Should Qwest provide notice under clause (2), the Service Recipients may solicit proposals from other vendors and may select another vendor or vendors to assume after June 30, 2006, the Service Provider responsibilities, and Qwest agrees to cooperate fully in the negotiations and transition period. EXHIBIT I UNDERLYING RIGHTS AND --------------------- UNDERLYING RIGHTS REQUIREMENTS ------------------------------ Note: Prior to April 6, 1995 Qwest Communications Corporation was known as "Southern Pacific Telecommunications Company," and the documents listed below that predate April 6, 1995 are in that former name. Pueblo Easements: Easement Agreement dated October 25, 1995 between the Pueblo of Santa Ana and Qwest Communications Corporation. Easement Agreement dated February 2, 1996 between the Pueblo of Santo Domingo and Qwest Communications Corporation. Easement Agreement dated February 26, 1996 between the Pueblo of San Felipe and Qwest Communications Corporation. Easement Agreement dated April 12, 1996 between the Pueblo of Isleta and Qwest Communications Corporation. Easement Agreement dated June 6, 1996 between the Pueblo of Sandia and Qwest Communications Corporation. SPTCo Easement: Easement Agreement dated September 30, 1991 between Southern Pacific Transportation Company, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Fifth Amendment to Easement Agreement dated August 9, 1996 between Southern Pacific Transportation Company, as Grantor, and Qwest Communications Corporation, as Grantee. D&RGW Easement: Easement Agreement dated September 30, 1991 between Denver and Rio Grande Western Railroad Company, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. First Amendment to Easement Agreement dated July 14, 1993 between Denver and Rio Grande Western Railroad Company, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Second Amendment to Easement Agreement dated May 1, 1995 between Denver and Rio Grande Western Railroad Company, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. SSW Easement: Easement Agreement dated September 30, 1991 between St. Louis Southwestern Railway, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Second Amendment to Easement Agreement dated November 16, 1994 between St. Louis Southwestern Railway, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. ATSF Easement Master Rail Corridor Fiber Optic Agreement dated December 5, 1994 between The Atchison, Topeka and Santa Fe Railway Company, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. CSX Easement: Fiber Optic Placement Agreement dated as of March 1, 1995 between CSX Transportation, Inc., as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Letter Agreement dated as of March 1, 1995 between CSX Transportation, Inc., as Grantor, and Southern Pacific Telecommunications Company, as Grantee. DART Easement: Fiber Optics Agreement dated as of February 3, 1994 between Dallas Area Rapid Transit, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. First Amendment to Fiber Optics Agreement dated as of November 13, 1995 between Dallas Area Rapid Transit, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Fiber Optics Easement dated as of December 21, 1994 between Dallas Area Rapid Transit, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. MTA Easement: (SPTCo Easement Agreement dated September 30, 1991 was assigned as part of sale of route.) Amendment to Easement Agreement dated January 13, 1995 between the Los Angeles County Metropolitan Transportation Authority, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. First Severance Agreement and Amendment to Easement Agreement dated June 23, 1995 between Los Angeles County Metropolitan Transportation Authority and Southern Pacific Telecommunications Company. Public Easements: License Agreement dated March 2, 1993 between the Utah Department of Transportation and Southern Pacific Telecommunications Company. Agreement dated March 17, 1992 between The Moffat Tunnel Improvement District and Southern Pacific Telecommunications Company. License Agreement dated September 11, 1995 between the City and County of Denver, Board of Water Commissioners and SP Construction Services (covering the Highline Canal Property). License Agreement dated August 30, 1995 between the City and County of Denver, Board of Water Commissioners and SP Construction Services (covering Conduit Number 55). License Agreement dated August 30, 1995 between the City and County of Denver, Board of Water Commissioners and SP Construction Services (covering Conduit Number 96). License Agreement No. 95-01-25 dated July 24, 1995 between the City of Aurora, Director of Utilities and Qwest Communications Corporation. License Agreement dated August 18, 1995 between the City of Aurora, Director of Utilities and Qwest Communications Corporation. Arapahoe County Street Cut and R.O.W. Use Permit Nos. SC5212, SC5213, SC5193, SC5191, SC5190, SC5194, SC5195, and SC5192 issued to Southern Pacific Telecommunications Company by Arapahoe County. Utility Permit Nos. 596067, 595099, 95-145, 95-147, and 95-149 issued to Southern Pacific Telecommunications Company by the Colorado Department of Transportation. Permit for Right-of-Way Use and/or Construction Permit No. 1095 1262 E issued by SP Construction Services by Douglas County. Utility Permit Nos. 7528, 7526, and 7525 issued to Qwest Communications Corporation by the Colorado Department of Transportation. Permit dated March 3, 1995 issued to SP Telecom Construction Services by the Huerfano County Road and Bridge Department. Permit for Construction and Installation of Communication Facilities in Public Rights of Way (Permit No. TFI-95-002) dated February 21, 1995 issued to Southern Pacific Telecommunications Company by Las Animas County. Contractor License No. 70 dated May 9, 1995 issued to Southern Pacific Telecommunications by the Town of Aguilar. Permit dated April 28, 1995 issued to Southern Pacific Telecommunications Company by the Town of Aguilar. Right-of-Way 2983, Book 29, dated March 22, 1995 between the State of Colorado, State Board of Land Commissioners, as Grantor, and Qwest Communications Corporation, as Grantee. Letter dated April 25, 1995 from the City of Trinidad, authorizing SP Telecom to proceed with construction on the North Linden Avenue Communication Conduits. Ordinance No. 950310 issued by the City of Kansas City, Missouri, granting Southern Pacific Telecommunications Company and MCI Telecommunications Corporation the right to install and maintain underground telecommunication lines. Missouri Highway and Transportation Commission Permit Nos. 6-95-00288, 6-95- 00286, 6-95-00287, 4-95-00682, 4-95-00681, 4-95-00683, and 4-95-00662 and Excavation Permit(s) Receipts. Private Easements: Easement dated November 21, 1995 between American Federation of Human Rights, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated September 26, 1995 between Ray W. Harness and Dorothy Elaine Harness, as Grantors and Qwest Communications Corporation, as Grantee. Easement dated December 4, 1995 between James G. Armstrong and Bessie M. Armstrong, as Grantors and Qwest Communications Corporation, as Grantee. Easement dated March 29, 1995 between Louis P. Vezzani and Evelyn M. Vezzani, as Grantors and Qwest Communications Corporation, as Grantee. Easement dated March 29, 1995 between Walsenburg Sand and Gravel Company, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated March 29, 1995 between Joe Mario Amedei, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated March 30, 1995 between Lindo P. Vezzani and Sharron L. Vezzani, as Grantors and Qwest Communications Corporation, as Grantee. Easement dated May 19, 1995 between Ludvik Propane Gas, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated March 30, 1995 between Samuel J. Capps, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated April 17, 1995 between John James Fatur, as Grantor and Qwest Communications Corporation, as Grantee. Easement dated May 15, 1995 between Mark Bracco and Vicki Lynn Graham, as Grantors and Qwest Communications Corporation, as Grantee. Easement between Pamela L. Breitbarth (2/19/96), Virginia A. Buczek (4/17/95), Ross A. Swanson (7/17/95), James R. Coressel (4/16/95) and Imogene Coressel (4/16/95), as Grantors and Qwest Communications Corporation, as Grantee. Easement dated March 30, 1995 between Bud Adams and Janna Adams, as Grantors, and Qwest Communications Corporation, as Grantee. Easement dated March 31, 1995 between Trinidad Properties, Inc. and MYBI Partnership, as Grantors, and Qwest Communications Corporation, as Grantee. Easement dated June 6, 1995 between Rose Wirth, as Grantor, and Qwest Communications Corporation, as Grantee. Easement dated May 5, 1995 between Harold A. Winter and Viola A. Winter, as Grantors, and Qwest Communications Corporation, as Grantee. Easement dated May 18, 1995 between Ayuda Me Dios, as Grantor, and Qwest Communications Corporation, as Grantee. Easement dated April 19, 1995 between Gabriel Saliba and Mary J. Saliba, as Grantors, and Qwest Communications Corporation, as Grantee. Easement dated June 1, 1995 between Interstate Underground Warehouse and Industrial Park, Inc., as Grantor, and Qwest Communications Corporation, as Grantee. Easement dated May 26, 1995 between Delbert Rustman and Juanita Rustman, as Grantors, and Qwest Communications Corporation, as Grantee. Easement dated August 28, 1996 between Red Creek Ranch, Inc., as Grantor and Qwest Communications, as Grantee (Pueblo, CO). Miscellaneous Easements Grant of Right of Way and Easement dated December 20, 1961 between J. A. Humphrey and A. Pollard Simons, as Grantors, and American Liberty Pipe Line Company, as Grantee. Amendment to Right-of-Way Agreement dated April 19, 1994 between Haynes/LICO Properties II, as Grantor, and Southern Pacific Telecommunications Company, as Grantee. Amendment to Right of Way Grant dated January 31, 1996 between Prestonwood Golf Club Corporation, as Grantor, and Qwest Communications Corporation, as Grantee. Miscellaneous Documents: SP Construction Services Safety Manual Railroad Safety-Rules Governing Contractors Working on Railroads Railroad Rules and Instructions for Maintenance of Way and Engineering and Operating Manuals for Southern Pacific Lines The Atchison, Topeka and Santa Fe Railway Company Manual