AGREEMENT

THIS AGREEMENT (“Agreement”) is made between Qwest Communications Corporation

(“Qwest”) and the City of Portland (“City” or “Portland”). Use of the term “Parties” refers to Qwest and the City. The Parties, by and through their undersigned and duly authorized representatives, agree as follows:

1.  For purposes of this Agreement, rights-of-way charges (“ROW charges”) means payments due to the City from Qwest pursuant to the Franchise currently in force (Ordinance 171914), or any ordinance extending the Franchise granted by Portland to Qwest for authority to use the right-of-way, or under any applicable provisions of the Portland City Code.

2.  Qwest will pay to Portland the amount of $92,877.85, comprised of ROW charges withheld by Qwest before and since the filing of the litigation Qwest Corp. v. City of Portland, No. 01-CVB-1005-JE (D. Or.) (the “Litigation”) (which is presently on appeal to the Ninth Circuit), plus interest accrued through August 22, 2002, as follows:

Interest shall accrue on each annual principal amount after August 22, 2002, until each such amount is paid in full to Portland, as provided in the Franchise.

3.  During the pendency of the Litigation and any appeal from or petition for review of any

order or judgment in it, Qwest agrees to pay the total amount set forth in paragraph 2 and all future ROW charges and applicable interest as these become due. Qwest will continue to make such payments until any appeals of the Litigation have been finally decided and the time for further appellate court review has expired. If no appeal is taken, or if the District Court is affirmed on appeal, Qwest will continue to pay ROW charges in accordance with Portland’s Franchise or any ordinance extending the Franchise. Qwest will in all other respects comply with the applicable provisions of Portland’s Franchise or any ordinance extending the Franchise.

4.  Qwest’s payments of ROW charges to the City shall be submitted with reports showing

Qwest’s calculation of the amounts due, in forms consistent with those previously submitted by Qwest. If the City disputes the amounts calculated by Qwest to be due, that dispute will be resolved through the normal process for determining the correct amount owed, including audit and/or financial review by the City. Qwest agrees to cooperate in good faith in any such audit and/or financial review.

5.  Qwest agrees that the City, by accepting payment of the amounts set forth in paragraphs 2 and 3 above, does not waive any right to contest Qwest’s calculation of amounts owed to the City. The City agrees that Qwest, by making payment pursuant to paragraphs 2 and 3 above, does not waive any right that it otherwise may have to seek a refund or otherwise recoup those payments. The Parties also agree that payment by Qwest of the ROW charges set forth in paragraphs 2 and 3 does not render moot any issue on appeal from a judgment or order in the Litigation.

6.  If the District Court’s judgment on the lawfulness of the right-of-way charges is reversed or modified on appeal, the City will refund all payments of ROW charges, made by Qwest

after the execution of this Agreement, in accordance with the terms established by the appellate court, or the District Court on remand, in the Litigation. The Parties agree that such refund by the City does not waive any right the City otherwise may have.

7.  This Agreement does not supersede the existing Franchise between Qwest and the City or any City ordinance applicable to Qwest’s use of the public rights-of-way or provision of telecommunications services within the City.

8.  This Agreement may be modified only by agreement in writing signed by Qwest and the City.

IT IS SO AGREED:

QWEST COMMUNICATIONS CORPORATION

By                Date:          

Print Name

CITY OF PORTLAND (Portland)

By                Date:          

Mary Beth Henry, Acting Director

Office of Cable Communications and Franchise Management