Anschutz Company and Subsidiaries - Page 16

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               D.   Other Transactions                                                
                    1.   Advantis                                                     
               On September 10, 1993, Qwest entered into an asset and stock           
          purchase agreement with Advantis, a communications network joint            
          venture of IBM and Sears Roebuck Company (Sears), carrying Sears            
          and IBM voice and data traffic worldwide.  Pursuant to this                 
          agreement, on November 5, 1993, Qwest sold Advantis substantially           
          all of its then-owned capacity rights in the fiberoptic cables              
          owned by MCI along with certain realty and related equipment.  In           
          exchange, Qwest received $185 million and the right to use the              
          capacity sold to Advantis, if not needed by Advantis, free of               
          charge in order to provide service to Qwest’s dedicated line                
          customers for the 12-month period following the date of the sale            
          to Advantis.  Qwest also agreed to lay conduit and pull fiber               
          between Los Angeles and Sacramento and provide Advantis with a              
          certain portion of this capacity.                                           
                    2.   Qwest Transmission                                           
               Qwest Communications, Inc. and Subsidiaries (Qwest                     
          Communications) were in the telecommunications business as a                
          carrier’s carrier, providing digital private line service to the            
          long-distance industry since 1981.  On April 6, 1995, Qwest                 
          Communications changed its name to Qwest Transmission.9                     


               9  To avoid confusion, Qwest Communications is hereinafter             
          referred to as Qwest Transmission.                                          





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