NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a
request for confidential treatment that has been filed with the Securities and Exchange Commission.
COST SHARING AND IRU AGREEMENT
THIS COST SHARING AND IRU AGREEMENT ("Agreement") is made and entered into as of the 18th day
of July, 1998, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
("Grantor") and INTERNEXT, LLC, a Delaware limited liability a company ("Grantee").
A. Grantor intends to construct a nationwide multiconduit (currently estimated at eight 11/4" conduits, taking into
account this Agreement) fiber optic communications system, including certain Opamp Facilities and Regeneration
Facilities (as such terms are defined herein) as generally depicted on Exhibit "A-1" attached hereto and which will
connect the cities described on Exhibit "A-2" attached hereto (the "Grantor System").
B. Grantor further intends to install within one of the conduits of the Grantor System a high fiber count (currently
estimated at 96 fibers, taking into account this Agreement) fiber optic cable (as more fully described in Exhibit
"H", the "Cable").
C. Grantee desires to own or to possess an indefeasible right to use and control a network consisting of 24
conduit-protected fibers and one spare conduit connecting the cities described on Exhibit "A-2" attached hereto.
D. Grantor and Grantee can complete their desired networks less expensively if such networks are constructed
as part of a single project than if each network were constructed independently.
E. Grantor and Grantee therefore desire to share the costs of constructing the Grantor System, and, pursuant to
such sharing of costs, Grantor desires to grant to Grantee ownership of and/or an indefeasible right to use certain
facilities in the Grantor System, all upon and subject to the terms and conditions set forth below.
1.01 "Acceptance Date" shall mean the date when Grant