Anschutz Company and Subsidiaries - Page 18

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          New York, Florida, and Indiana.                                             
                    5.   WilTel                                                       
               On July 1, 1996, WilTel and Qwest entered into an asset                
          purchase agreement, in which Qwest sold its right, title, and               
          interest in certain telecommunications service agreements for               
          $5,500,000.                                                                 
                    6.   Frontier Communications                                      
               In 1995, Qwest began negotiations with Frontier regarding              
          the use of optical fibers and other related property.  On October           
          18, 1996, Qwest executed an IRU agreement with Frontier                     
          Communications, granting Frontier Communications the right to use           
          certain optical fibers and other property in a fiberoptic                   
          telecommunications system to be constructed by Qwest.                       
                    7.   MFS of California, Inc.                                      
               On November 1, 1994, Qwest and MFS of California, Inc. (MFS)           
          entered into a conduit exchange, in which Qwest exchanged                   
          approximately 47 miles of conduit between San Jose and Oakland              
          for approximately 60 miles of conduit constructed by MFS from San           
          Francisco to San Jose.                                                      
               In June 1996, Qwest and MFS entered into an optical fiber              
          swap agreement for the exchange of 12 dark fibers from the San              
          Francisco and Oakland Bay Bridges to both parties’ points of                









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