The Foregoing Coverages Shall Include Broad Form All-States/Other States Coverage

- -

The foregoing coverages shall include broad form all-states/other states coverage. The foregoing coverages shall be endorsed to include the insurer's waiver of subrogation in favor ofthe other party, its officers, representatives, agents and employees, a copy ofwhich shall be provided to the other party.

Item 2 Certificates ofinsurance shall be provided to each party and must be effective before commencement of installation ofthe Installed Williams Fibers and shall remain in force until expiration or termination of this AGREEMENT. Such certificates shall provide that the coverages cannot be canceled or modified in coverage or amount without thirty (30) days' prior written notice to the other party.

Item 3 Insurance provided pursuant to this Article shall name as additional insureds the relevant underlying property rights owners, as their interests may appear.

Item 4 The presence ofsuch insurance coverage is not intended to and shall not in any manner limit the liabilities and obligations ofeither party hereunder.

ARTICLE 23. FORCE MAJEURE. As used in this AGREEMENT, the term "Force Majeure" shall mean any occurrences beyond a party's reasonable control, which. by the exercise ofreasonable diligence, such party is unable to prevent Or avoid. The obligations ofeither party, to the extent that such obligations are affected by an event ofForce Majeure, shall be suspended during the continuance ofsuch event ofForce Majeure. Notwithstanding the foregoing, Force Majeure shall not delay or excuse USER's obligation to pay the USER Fee hereunder. Each party shall use its best efforts to remedy such event of Force Majeure with all reasonable dispatch and to minimize the effects thereof.

ARTICLE 24. SOLE BENEFIT. This AGREEMENT is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and shall not be construed as granting rights to any person or entity other than the parties or imposing on either party obligations to any person or entity other than a party.

ARTICLE 25. SEVERABILITY. In the event any term, covenant Or condition of this AGREEMENT, or the application ofsuch term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants and conditions of this AGREEMENT and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the invalid term, covenant or condition is not separable from all other terms, covenants and conditions ofthis AGREEMENT.

ARTICLE 26. CONFIDENTIALITY.

Item I The parties hereto agree, except as may be required to comply with any applicable law, regulation or order ofany goverrunental or other authority, to:

MFSNT User Agreememfor lnnerdllci and Dark Fiber Page 15 (OjJ-SYSTA Segments) March 1, 1999 -

a. maintain, or cause to be maintained, the confidentiality of the proprietary information or other confidential matters (hereinafter "Confidential Matters") of the other party and not disclose, or permit to be disclosed, any such Confidential Matters, unless authorized in writing by such other party;

b. not use, or permit to be used, any such Confidential Matters, unless for the sole benefit ofsuch other party;

c. restrict, or cause to be restricted, disclosure ofsuch Confidential Matters to those officers, employees and agents who need to know such Confidential Matters in the performance of work relating to the subject matter of this AGREEMENT (it being understood that such officers, employees and agents shall be informed ofthe confidential nature ofsuch Confidential Matters and shall be directed to treat such Confidential Matters confidentially and not use such Confidential Matters other than for the purpose described above); and

d. take precautions necessary or appropriate to guard the confidentiality ofsuch Confidential Malters.

Item 2 Neither party shall be required to hold confidential any information: I) which becomes publicly available other than through the recipient, 2) which is required to be disclosed, by a governmental orjudicial order, 3) which is independently developed by the disclosing party, or 4) which becomes available to the disclosing party without restriction known to it from a third party.

Item 3 In the event that either party hereto becomes obligated to disclose Confidential Matters pursuant to an order ofany governmental or other authority, such party shall advise the other party and, jf requested by such other party and at such requesting party's expense, seek a protective order or other appropriate remedy that will permit such party to avoid such disclosure. In the event that such pro tective order or other remedy is not obtained, such party will disclose only that portion ofthe Confidential Matters as it is obligated to disclose pursuant to such order, and will use all reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Matters so disclosed.

Item 4 The parties acknowledge and agree that money damages would not be a sufficient remedy for any breach ofthe provisions ofthis Article 26 and that the inj ured party shall be entitled to specific performance and injunctive reliefas remedies for any such breach. These obligations shall survive expiration or termination of this AGREEMENT for a period oftwo (2) calendar years.

MFSNT User Agreement/or lnnerdJlc/ and Dark Fiber Page 16 (OjJ-NYSTA Segments) March 2. /999 - -

ARTICLE 27. PRIORITY. In the event a conflict exists between the provisions of this AGREEMENT and any Exhibit, the provisions of this AGREEMENT shall prevail.

MFS NETWORK TECHNOLOGIES, INC. (MFSNT)

By <.¢'~;/ Li' Its: Pre.6:,,±

Date: ------F"'f"-'-'--'---JJ."T'-'--'--"------,lip"',"/ If},) 1'f'79

Its:-_...... '------'------'------Date: /_7.:_-_~_L__'___o~r-._1_'_'_'__

MFSNT User Agreementfor Innerducl and Dark Fiber Page 17 (OjJ-NYSTA Segments) March J. 1999 Exhibit 9 Howard E. StaIobe

~sncy E. 1::aray Michael Zlmmarrnan .ao3td. Member Director New York State Thruway Authority William C. Warren III OHiee of Genera' Seevices Board Member 200 Southam B.u1e.llrd Post Offic. B." 189 Michael J. Koogh . Joltn R. Platt Albany, New'yorlc 12201~189 Director -Executive Oir:ector ~ ••. eS6·2762 TO". . .800'25~.6244 l~t.' 43~2 899 December II, 1998 HOWARD B. JAN2EN , am. Noted _: SENT VIA FAX AND FEDERAL EXPRESS H , , t I , ,. IIHl Ms. Misty Stine fVJtv''-S) lltll Jtt~ lIIl.G '"I~ Manager, Infrastructure Sales h't.Jt·:.!;~l MFS Network Technologies, Inc. flu-~ ;'M/u- lUll ~'H l 1200 Landmark Center, Suite 1300 I I "I lUI Omaha, Nebraska 68102-1841 j;c~ {4frt"? l I! II -f;JJ ~ (..('f~,.I- ~ Dn'me .1 Re: User Agreemen~o LlllI eroul,;.lo..J,I.il " November 12, 1998, between MFS Network Technologies. Inc. ("MFSNT") and Williams Communications, Inc. ("Williams").

Ms. Stine: Pursuant to Paragraph 12 of Amendment No. 1 to the Agreement, the undersigned hereby provides you with written notice that the New York State Thruway Authority (the "AuthorityH) has conditionally approved the terms and conditions in the Williams Agreement with the exception of Article 1. Item 6 (User Term); Article 2, Item 1 (User Rights and Termination); and Article 3 (User Fees), We noticed that the. commencement of the User Term was changed to whenever the installed Williams Fibers within the first Innerduct have been accepted . .However, the Authority cannot approve a User Term that 1) exceeds the 20.year statutory limit and 2) extends beyond our underlying Agreement. In our conference call on November 5, 1998, you agreed to modify Article 2, Item 1 to allow the Authority to be compensated for regeneration site expansions. In th'e Amended User Agreements, the additional fees collected fo.r regeneration site expansions were treated as User Fees. We suggest a similar arrangement for the Williams Agreement • • Ms. Mlsty Stine -2- December 11, 1998

As we have stated in previous di scussions and" correspondence, the Authority must receive its 50% share of the· User Fees identified in Article 3 directly from Williams. ,;"""1,, 'Y

~~OGH . Director of General Services cc:WilHains Communications. Inc. Attn:· Mr. Howard· Janzen, President Network DIVision One Willlams·Center Tulsa. Oklaboma . 7417a Exhibit 10 '_;,~i-loward Steinberg Legal Department U Chairman SharOn P. O'Conor Nancy E. Caray General Counsel Board Member New York State Thruway Authority William C. Warren III Phone 151 B) 436-2840 TDDfTTY 1-800-253-6244 Board Member 200 Southern Boulevard p()st Office Box 189 Fax 1518/471-4340 John R. Platt Albany, New York 12201-0189 Executive Director

April 12, 1999

Via Facsimile and Hand Delivery

Mi-:-William Parker Williams Communications, Inc. 1 Williams Center Tulsa, Oklahoma 74172

Re: User Agreement for Innerduct dated April 12, 1999 between MFS Network Technologies, Inc. ("MFSNT") and Williams Communications,Inc. (the "User Agreement") ) Dear Mr. Parker:

Attached please fmd three originals ofthe User Agreement, each ofwhich has been executed by MFSNT. You are hereby notified that ifyou make the payments set forth below, in accordance with the instructions and conditions contained herein, the New York State TIuuway Authority (the "Authority") shall be deemed to have given its approval ofthe terms and conditions contained in the User Agreement.

The Authority's approval is expressly conditioned upon your making the payments set ,forth in paragraph 1-3 below by the close ofbusiness Eastern Standard'Time, April 19, 1999. Failure 10 make the payments set forth in paragraphs 1-3 below by April 19,1999 shall mean that no approval has been given by the Authority.

You are irrevocably instructed to pay the User Fees under Article 3, Item 2(a) as follows:

1. $10,125,061.00 ofthe User Fee due under Article 3, Item2(a) shall be paid directly to MFSNT pursuant to the following instructions:

MFS Network Technologies, Inc. Account No. 1155075386 Norwest Bank Nebraska, N.A. .) ABAl0,4.QOO058 <0 .._' ....

Mr. William Parker April 12, 1999 Page 2

2. $8,250,096.00 ofthe User Fee due under Article 3, Item 2(a) shall be wired directly to the Authority and shall be non-refundable.

The funds shaH be wired pursuant to the following instructions:

NY1';TA Revenue Fund Account No.6010305959 Fleet Bank ABA021300019

3. $6,762,343.00 ofthe User Fee due under Article 3, Item 2 (a) shall be wired directly to Chase Manhattan Bank, as Escrow Agent, for the benefit ofthe Authority, subject to a determination ofcertain contractual Claims to said amount by MFSNT in accordance with the attached EscrowAgreement. The funds shall be wired pursuant to the following instructions

CASH WIRING INSTRUCTIONS The Chase Manhattan Bank ABA021000021 Escrow Exigency Account Account No. 967-0-06242 Attn: John Sciacchitano, V.P.I Robert Stanislaro, V.P. Acet. Reference-MFS

Upon receipt ofall ofthe payments listed above in accordance with all ofthe terms and conditions contained herein, the User Fee set forth in Article 3, Item 2a shall be deemed paid in full and the Authority's approval ofthe User Agreement shall be deemed to have been given. ...-. ~

'.6 ~ Mr. William Parker April 12, 1999 Page 3

Please execute all three (3) originals ofthe User Agreement enclosed herewith, and return two (2) originals to MFSNT.

MFS NETWORK 1ECHNOLOGIES, INC. ~~:~#'

Date: April 12, 1999

Date April 12, 1999 Exhibit 11 CHARLES THOMAS PLAKE IAr".~ Attorney 9 l8/573-395 I rr/,,'SmS. 918/573-3005 office fax. ~ [email protected] One Williams Cemer. Suite "'lOp Tulsa. Oklahoma 7-4172

May 9, 2000

Sharon O'Conor, Counsel New York State Thruway Authority 200 Southern Boulevard Albany, New York 12209-2098

RE: Confirmation of Meeting and Agenda - For Settlement Purposes Only

Dear Ms. O'Conor:

This letter confirms a meeting between representatives of Williams Communications, Inc. (WCI) and the New York State Thruway Authority (NYSTA) to be held Friday, May 12, 2000, . at 2:00 p.m. at the NYSTA offices in Albany, New York. The purpose of this meeting will be to discuss the following agenda items:

1. Boston to Albany Route- Castleton Bridge. WCI believes all parties unden;tood, in connection with the execution of the Third Addendum to the User Agreement for Innerduct and Dark Fiber, that the User Route would pass under the Castleton Bridge to connect with WCI's system. WCI believes its contrllCt entitles it to the reasonable access it has requested along approximately 500 feet of the right of way to make this connection. Nevertheless, WCI is prepared to discuss with you what would be necessary in order for NYSTA to allow perrriission to construct the system down the embankment at the Castleton Bridge to connect with WCI's already existing system located adjacent to Route No.9.

2. ClevelandINYC Route - Access to Off Right otWay Regen Sites. WCI requires modifications to the User Route to pennit access to regen sites located off of the NYSTA right of way at certain locations. Additionally, WCI desires to modify the User Route for access points to connect with WCI's systems which extend into BUffalo, Rochester, Syracuse, and Albany. As we have repeatedly stated in our ongoing discussions with MFSNT, W<;:I believes that it currently has all rights necessary in order to obtain the reasonable access required. Both WCI .and MFSNT agree that WCI bargained for and obtained these precise rights as part of iis agreement with Ml'"SNT and subsequent payment of User Fees. Negotiations for these modificlitions have been ongoing for many months between NYSTA. MFSNT, and WCI without a resolution. This issue was discussed at a meeting between NYSTA and WCI in Albany on October 13, 1999, where NYSTA stated its intention to impose fees for access. While WCI believes no additional User Fees are due for the access requested, certain figures were diSCUSsed at the meeting, and to date WCI has been unsuccessful in its attempt to obtain written confirmation of the amount of any such fees .from either NYSTA or MFSNT. Previously, MFSNT was in possession of engineering drawings which depicted the access points WCI sought. Recently those drawings were revised to reflect a single access to each regen site rather Sharon O'Conor, Counsel New York State Thruway Authority May 9, 2000 Page 2

than the dual accesses previously requested. I have enclosed a set of engineering drawings for' your review which depict WCI's request for modifications to the User Route.

3. Ground Leases for Regen Sites. WCI desires to lease land from NYSTA at its Woodbury Toll Plaza for the purpose of constructing WCI's regen site No. 17. I understand that NYSTA has expressed an interest in such a lease. This issue was discussed at the October 13, 1999, meeting and I believe NYSTA is in possession of drawings which depict the proposed location of the regen site. Additionally, WCI would like to discuss leasing land from NYSTA forWCI's proposed regen site No. 14 at NYSTA exit No. 23a.

WCI acknowledges that NYSTA has entered irito an agreement withMFSNT which grants certain exclusive rights to MFSNT for the development of the NYSTA right of way. MFSNT has requested that WCI negotiate directiywith NYSTA regarding the issues stated in . this letter. Furthennore, I understand NYSTA desires to negotiate directly with WCIas well. A similar situation occurred in preparation for the October 13, 1999, meeting whereby WCI was .asked to negotil!te directly with NYSTA. Whenthe WCI representatives arrived for the meeting they were told that substantive negotiations could not take place because MFSNT had not executed a written consent. WCI seeks to avoid any confusion or misunderstanding relative to .. this issue. The purpose of this meeting is to discuss openly the issues outlined in this letter and, hopefully, to arrive at a resolution. of all issues at the conclusion of this meeting. The WCI representatives will attend the meeting in Albany under the assumption that.all parties consent to this meeting and that all issues related to MFSNT's written consent have been either resolved or waived. Please infonn me immediately if I have not accurately reflected your understanding of this issue. A copy of this letter has been sent to MFSNT.

At the present time, the following individuals will attend the meeting on behalf of WCI; Bob Jackson, Vice President of Fiber Services; Bill Harwell, Right of Way AcqUisition Manager; Andy wells, Construction Project Manager (ClevelandINYC Route); John Corcoran, Right of .Way Project Manager (ClevelandINYC Route); Jes Nelson, Construction Project Manager (Boston/Albany Route); Roy Powell, Attorney; Pat McHugh, and myself. We look forward to meeting with you and the other NYSTA representatives and to the successful resolution of these pending issues. ~~A Charles T. Pl~ ~ CTP/tmh Enclosures . xc: Misty Stine, Manager Infrastructure Sales. Adesta Communications 1200 Landmark Center, Suite 1300 Omaha, Nebraska 68102-1841 Exhibit 12 ~I UI~"" •• ",., . ~ ..... ~~...... - -• ...... • "''t::lI'O ... -06-99 WED 02:26 PM HFSNT FAX NO. 5188693839

MilS Network Technofogfes, Inc. 25' WashlngtOt'l Avo. Exl. 3 Corporato Plaza Suila ~301 Alb.tany. New Vortc 12203 TEL (518)889-5053 FAX (511) 869-383' Lynn Conard . September 6, 1999 Correspondence No. 06:)7-037: DEC 21. 1999 RECEIVED NYSTA Attn: Mr. Michael Keogh 200 Southern Boulevard Albany. New York 12209·2096

Dear Mr. Keogh:

The following are locations that Williams Communications Group will require access to and ·from their -regeneration facilities on lheNew York State Thruway Right-of.Way:

Hiah'way Milepost 1-90 . 476.3 1-90 425.9 1-90 393.4 1·90 365.8 1-90 321.9 1-90 282.8 1-90 248.5 '·90 210.9 1-90 233.1 1-90 171.6 1·87 142.3 1·87 100.8 ·1-87 75.7 1-87 46.5 1-87 6.5

Williams will require two (2) paTnls or entry per site for redundancy of fiber with 25' (feet) separation.

If you have any questions andlor concerns, please feel free to conlact me at (518) 869-5053, lI'109.

Thank you. .~2?~ ·d· ~,~... James Highsmith Project Manager

Xc: Ken Anderson, MFSNT Misty Sline, MFSNT Ken DeRose, MFSNT Andy Wells, Williams pete Melton, Williams Corres·pondence File Clien\ File Exhibit 13 r'-- i-1ECEIVED ! ,ji)1 1 0 2009 ~ ! 81V1S N OF STATE COUNSEL ANDREW M. CUOMO STATE OF NEW YORK L~E'!f_L1COMMUNICATI NS OFFICE OF THE ATTORNEY GENERAL CIVIL RECOVERIES BUREAU Allorney General

Telephone: (518) 473-2275

July 7, 2009

John M. Ryan Assistant Chief Legal Officer Level 3 Communications, LLC 1025 Eldorado Boulevard Bromfield CO 80021

Re: New York State Thruway Authority; Demand/or Payment

Dear Mr. Ryan:

The New York State Thruway Authority ("NYSTA") has requested assistance from this office in its efforts to collect and recover from Level 3 Communications, LLC ("Level 3") the sum of $2,070,266.36 due and owing to NYSTA by Level 3 in connection with and pursuant to several Rider(s) to Occupancy Permit Application(s) between NYSTA and Williams Communications, Inc., Level 3's predecessor in interest.

Please note that the amount demanded credits the amounts paid recently by Level 3 to NYSTA under the Third Addendum to User Agreement (Berkshire Spur); I understand that the amounts due under the Third Addendum have been paid current as ofthis date.

Demand is hereby made for payment in full ofthe sum of $2,070,266.36 within thirty days ofthe date of this letter. Payment should be made payable to the State of New York and sent to my attention. If Level 3 fails to deliver the necessary payment within thirty days, the State ofNew York may initiate an action against Level 3 and other necessary parties, ifany, to recover the amount demanded, plus interest, court costs, and collection fees, as provided for in CPLR 5001 and/or section 18 ofthe New York State Finance Law. (On that point, please note that at this juncture the interest on the unpaid balance is significant.)

The foregoing is provided with full reservation ofall rights and waiver ofnone.

Very truly yours,

1.1___ 1Ltf_ Henry C. Collins Assistant Attorney General

The r.anitol. AlbanY. N.Y. 12224-0341 .. Phone (518)4864523· Fall. (518) 408·2057 ·NOT FOR SERVICE OF PAPERS c: John V. Cremo, Esq. Edna Goldsmith, Esq. Exhibit 14 Level 3 Petition for Declaratory Rnling (Section 253)

Key Terms contained in NYSTA Riders

Column A Column B Column C Column D Column E Column F Column G ColumnH 1 LNumber Location Effective Date & Annual Rent at Actual Length' Actual Hypothetical Purpose Inception Annual Rent Effective Annual Rent 2008-09 Rent per Under NYSTA (12 months)' Linear Foot Rate Sheet 4 Row 1 L195.001 Milepost July 7, 2000 $96,000 ($500 per $119,754.33 575 reet $208.27 $384.79 (attached as 1.6 lit fiber, with Exhibit 15) Point of presence presumption that 192 fibers are lit) Row 2 L195.002 Milepost November 13, 2000 $18,000 $22,872.69 50 reel $457.45 $0.18 (attached as 476.76 Exhibit 16) Regeneration Row 3 L195.003 Milepost December 13, 2000 $18,000 $22,857.08 30 reet $761.90 $0.10 (attached as 248.3 Exhibit 17) Regeneration Row 4 L195.004 Milepost 6.2 November 13, 2000 $18,000 $22,872.69 128 teel $17869 $25.68 (attached as Exhibit 18) Regeneration

The "L" numbers are internal reference numbers used by Williams for purposes of storing and retrieving documents. They have no legal signifieance but are used here for ease ofreference. Many of the riders provide for annual rent increases in an amount equal to the increase in the Consumer Price Index for Albany, NY. See Exhibit 16, Rider at 4 § B.l.B. The figures in Column E reflect the most recent rent invoices NYSTA sent to Level 3. See Gordon Decl. ~ 9 (anached as Exhibit 1 to the petition). The right-of-way lengths identified in Column F have been calculated from site drawings prepared by Adesta and NYSTA. See Gordon Dec!. ~ 9 (attached a.s Exhibit I to the petition). Column H reflects the rent that NYSTA should have applied under its own rate sehedule. See Petition, part I.C.3.; see also Inter Office Memorandum from Richard K. Matters, Jr. to Real Property Management Committee at 5 & Attachment III (Jan. 14, 1997) (rate schedule broken down by milepost) (attaehed as Exhibit 35 to the petition). The rate schedule applies a rate per square foot, not per linear foot. Accordingly, the calculations reflected in Column H presume that rights-of-way at issue are two feet wide. Level 3 Petition for Declaratory Ruling (Section 253)

ColumnA Column B Column C Column D Column E Column F Column G Column H LNumberl Location Effective Date & Annual Rent at Actual Length) Actual Hypothetical Purpose Inception Annual Rent Effective Annual Rent 2008-09 Rent per Under NYSTA (12 months)' Linear Foot Rate Sheet4 RowS Ll95.005 Milepost November 13, 2000 $56,400 ($400 per $71,667.20 30 feet $2,388.91 $0.40 (attached as 365.8 lit fiber, with Exhibit 19) Point of presence and presumption that regeneration 96 fibers are lit = $38,400 for POP; plus $18,000 for re~eneration ) Row 6 Ll95.006 Milepost November 13, 2000 $38,400 ($400 per $48,794.51 12 feet $4,066.21 $0.30 (attached as 369.8 lit fiber, with Exhibit 20) Point of presence presumption that 96 fibers are lit) Row 7 Ll95.007 Milepost November 13, 2000 $38,400 ($400 per $48,794.51 622 feet $78.45 $57.72 (attached as 422.74 lit fiber, with Exhibit 21) Point of presence presumption that 96 fibers are lit) Row 8 Ll95.008 Milepost November 13,2000 $38,400 ($400 per $48,794.51 23 feet $2,121.50 $1.36 (attached as 288 lit fiber, with Exhibit 22) Point of presence presumption that 96 fibers are lit) Row 9 Ll95.009 Milepost November 13, 2000 $18,000 $22,872.69 20 feet $1,143.63 $0.04 (attached as 321.9 Exhibit 23) Regeneration Row 10 Ll95.010 Milepost November 13, 2000 $56,400 ($400 per $71,667.20 70 feet $1,023.82 $5.05 (attached as 284.8 lit fiber, with Exhibit 24) Point of presence and presumption that regeneration 96 fibers are lit = $38,400 for POP; plus $18,000 for regeneration) Row II L195.011 Milepost December 13, 2000 $18,000 $22,857.08 30 feet $761.90 $0.07 (attached as 210.7 Exhibit 25) Regeneration

2 Level 3 Petition for Declaratory Ruling (Section 253)

I ColumnA Column B Column C Column D ColumnE ColumnF ColumnG ColumoH L Numberl Location Effective Date & Annual Rent at Actual Length' Actual Hypothetical Purpose Inception Annual Rent Effective Annual Rent 2008-09 Rent per Under NYSTA (12 months)' Linear Foot Rate Sheet4 Row 12 Ll95.012 Milepost November 13, 2000 S18,000 S22,872.69 80 feet S285.91 SO 13 (attached as 171.35 Exhibit 26) Regeneration Row 13 Ll950l3 Milepost December 13, 2000 $18,000 $22,857.08 10 feet $2,285.71 SO.l7 (attached as 101.8 Exhibit 27) Regeneration Row 14 Ll95.014 Milepost February 12,2001 $18,000 S22,933.76 45 feet $509.64 $0.97 (attached as 75.7 Exhibit 28) Regeneration Row IS Ll95.015 Milepost November 13, 2000 $18,000 $22,872.69 49 feet S466.79 $13.02 (attaehed as 29.5 Exhibit 29) Rej;!;eneration Row 16 Ll95.018 Milepost November 13, 2000 $56,400 ($400 per $68,254.48 2 feet $34,127.24 $0.19 (attached as 42643 lit fiber, with Exhibit 30) Point of presence and presumption that regeneration 96 fi bers are lit = S38,400 for POP; plus S18,000 for regeneration) Row 17 Ll95.019 Milepost November 13, 2000 $18,000 $22,872.69 165 feet S138.62 S056 (attached as 393.39 Exhibit 31) Regeneration Row 18 Total Actual Total Average Total Rent for Length Rent per Hypothetical 2008-09 Linear Foot Annual Rent Under NYSTA Rate Sheet

$706,467.88 1,941 feet S363.97 per S629.87 foot

3 Exhibit 15 • L-195.601

Contract Brief

File Number C00422

Contract Name OCCUPANCY PERMIT APPLICATION - RIDER - Castleton Bridge - Occupancy Permit #4005 Contract From Williams Communications, Inc. COntract To New York State Thruway Aulhority/NYSTA Agreement Type .Permit; Effective Date 07/0612000 Evergreen No

To Party Notice Address New York State Thruway AuthoritylNYSTA Albany Division 9W, Interchange No. 23, P.O. Box 189 Albany, NY 12201--0189

Consideration Administrative Fee: $750. Annual Rent: $500 per iiI fiber per annum for lit fibers in either firsl or second innerducls and $333 per lit fiber per annum for any fibers lit in either the third or fourth innerducts. Rents to be escalated annually by amounl equal 10 increase in Albany, NY CPI bul in no evenl greater than 5% or less than 2.54% per annum. 96 fibers deemed lit in first and second innerducts upon execution of Agreement. Legal 575 foot connection under Casllelon Bridge, to the Thruway ROW line at Route 9J under the Bridge, Schodack, Rensselaer County, NY, Milepost # Bl.4 to Milepost # B 1.5 Term From execution to termination of Ihe User Agreement with Adesta, Third Addendum dated 1212/99 Termination Upon termination of Adesta User Agreement except for default. Insurance Adesta to provide NYSTA with evidence of insurance. (Rider, 6) Requirements Indemnification Permittee not entilled to recover lost profits or consequenlial damages from Authority. (Rider, 4). Authority will not be responsible for any damages except for gross negligence or Intentional damage. (Rider) Comments Additional terms and conditions are incorporated inlo form TA-41337 (2-98), the Occupancy Permit Application and Work Permit Accommodation Policy. Rider shall govem. (Preamble of Rider) allOWing additional fiber access connection for Permillee. Permittee shall not use the Thruway for access to vaull from the Thruway. By execution of Rider, Adesta agrees, with respect to additional access, to construct and maintain the Vault and 12 innerducts at no cost to NYSTA, NTSTA entilled to all rent payable by Permittee, Adesta to perform any locales or relocations without charge to Authority. (Rider) Assignability Permittee may not assign obligations with respect 10 leased space to any other party wilhoutthe prior written consent of NYSTA. Permittee may lease or license fiber strands, grantlRUs, leases or other rights to use such fibers 10 third party customers. (Rider, D) Maintenance Adesta, at no cost to NYSTA, responsible for construction and maintenance of additional access connection. Notification to Thruway Authority Division Director required at least

Page 1 - - Contract Brief 24 hours before work is started and upon completion. Line Information Number of Innerducts: 12 (6 in and 6 out) Innerduc! size: 1.25" Number of Cables: 2 (1 in each of 2 innerducts) Cable size: Number of Fibers: 96-fibers Fiber size: line Names

Line States line Counties

C004221RU Iru Type Third Party Name line Segment

Mileage

Comments IRU Line Components

IRU Line Names IRU Line Slates

IRU line Counties

Page 2