Anschutz Company and Subsidiaries - Page 6

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          owners and government agencies for such rights were not                     
          necessary; (2) specialized equipment could ride the rails and be            
          used to perform the installation efficiently and economically;              
          (3) railroad rights-of-way are often the most direct routes                 
          between locations; and (4) railroad rights-of-way are more secure           
          than other rights-of-way, such as those for highways, telephone             
          poles, or overhead power transmission lines.                                
               C.   Qwest as a Liaison                                                
               In 1987, Qwest first participated in a conduit project,                
          acting as a liaison between Southern Pacific and MCI.  Qwest                
          obtained an easement for MCI for the right to install conduit and           
          fiber on a Southern Pacific right-of-way from Houston to Los                
          Angeles.  MCI performed its own construction on this route.  In             
          exchange for the easement, MCI paid approximately $13 million in            
          cash and provided capacity in the form of 36 DS-3s along the                
          route.5                                                                     
               D.   Qwest’s First Conduit Installation Project                        
                    1.   Conduit Installation Process                                 
               Once Qwest began installing conduit and pulling fiber, as              
          discussed infra, Qwest used Southern Pacific’s railway and                  
          equipment in the construction process.  Qwest used a specialized            
          rail plow to install the conduit along the railroad rights-of-              


               5 Each DS-3 line represents capacity to transmit 672 long-             
          distance calls simultaneously.                                              





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