20070817Deanhardt exhibits 9-12.pdf

Idaho Pu~lic Utilities Commission
Office of the Secretary
RECEIVED
AUG 1 6 2007
Boise, Idaho
Deanhardt, C. - Exhibit 9
Case No. QWE-O6-
AT&T
0002
. 9
0001
STATE OF MINNESOTA
BEFORE THE PUBLIC UTILITIES COMMISSION
In the Matter of the
Complaint of the
Minnesota Department of
Commerce Against Qwest
Corporation Regarding
Unfiled Agreements
Docket No. P-421/C-02-197
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PEPOSITION OF BLAKE FISHER
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TAKEN AT:Van Cott , Bagley, Cornwall & McCarthy
50 South Main Street , Suite 1700
Sal t Lake City, Utah
DATE:June 27 , 2002
TIME:12:16 p.
REPORTED BY:Scott M. Knight, RPR
APPEARANCES
FOR QWEST:
DOUGLAS R. M . NAZARIAN, ESQ.
HOGAN & HARTSON
111 South Calvert Street,
Baltimore, Maryland 21202
Suite 1600
MARTHA RUSSO, ESQ.
HOGAN & HARTSON
555 Thirteenth Street, NW
Washington, D. C. 20004
FOR MINNESOTA DEPARTMENT OF COMMERCE:
STEVE ALPERT, ESQ.
ASSISTANT ATTORNEY GENERAL
525 Park Street, Suite 200
0003
0004
St. Paul , Minnesota 55103
FOR McLEOD:
WARREN G. LAVEY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER
333 West Wacker Drive
Chicago, Illinois 60606
& .
FLOM
Appearances Continued
FOR THE WITNESS:
LOREN E. WEISS, ESQ.
VAN COTT , BAGLEY, CORNWALL & 6McCARTHY50 South Main Street , Suite 1600
Salt Lake City, Utah 84144
Also Present:
Clay Deanhardt
Dan Lipschultz (via telephone)
INDEX
Witness
BLAKE FISHER
EXAMINATION
BY MR. NAZARIAN ............................. 5EXAMINATION
BY MR. ALPERT .............................. 56FURTHER EXAMINATION
BY MR. NAZARIAN ............................ 72FURTHER EXAMINATION
BY MR. ALPERT ..............................
Page
EXHIBITSNumber Page1 ......................................... 21
2 ......................................... 21
3 ......................................... 44
4 ......................................... 60
0005
0006
0007
Deposition of Blake Fisher
June 27 , 2002
PROCEED INGS
BLAKE FISHER , called as a witness for
and on behalf of Qwest , being first duly sworn
was deposed and testified as follows:
EXAMINATION
BY - MR . NAZARIAN :Q. Good afternoon, Mr. Fisher.A. Good afternoon.Q. We met a little while ago in the hall
but my name is Doug Nazarian. I I m an attorney
wi th Hogan & Hartson. I I m here representing
Qwest. My colleague Martha Russo is here withme. I guess before we get started, has everybody
who is in the room or their client~ at least
signed the protective order in this case?
MR. ALPERT: As far as I'm aware, forthe department, myself and Mr. Deanhardt have.MR. NAZARIAN: And McLeod has executed
a protective order?
MR. LAVEY: I
MR. WEISS: I
MR. NAZARIAN too. I just wanted to--
believe that I s right.
haven't.
I believe they have
MR. WEISS: I haven't , so
MR. ALPERT: I should clarify. To theextent the department had to sign one, we'complied.
MR. NAZARIAN: I want to make sure
we I re clear on the record that there are going to
be topics covered in today's deposition that aregoing to include material that's considered tradesecret. We could go back later and designate
line by line when we've done that or not done
that, but I want everybody to be aware that it is
subj ect to protective order and that Qwestreserves it I S rights under the prote~tive order to
protect trade secret information that we talk
about today.
BY MR. NAZARIAN:Q. Mr. Fisher, have you ever had your
deposition taken before?A. Yes.Q. SO you're familiar , generally,. with howthis all works?A. Yes.Q. And I will therefore spare youspiel about deposition procedure. But I
caution you that I can talk fast. And
my longwill
will try
not to do that for the sake of the reporter.But
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if I do get going and you can t follow me,
please, don't hesitate to say so. And I'll stopand calm down and--A. Okay.Q. - - say everything again. If you don'understand my question, would like me to rephrase
it or repeat it , just say so and we 'll do that.And if for any reason you need to take a break or
would like to stop for a little while, we can dothat. Just say the word. Okay?A. Okay.Q. Great.
MR. LAVEY: I'm Warren Lavey. I'm hererepresenting McLeod. And as you said , in termsof Qwest' s right to designate material as trade
secret, so too, McLeod would reserve its right to
designate some aspects of the testimony as tradesecret.
MR. ALPERT: And the department would
reserve its right to challenge such designations.MR. NAZARIAN: Sure. Everybody
reserves everything and we're on our way.
BY MR. NAZARIAN:Q. Mr. Fisher , I understand you'
recently retired , is that true?A. That I s true.Q. Congratulations.A. Thank you.Q. Before you retired , you worked at
McLeodUSA, correct?A. Yes.Q. How long had you been employed by
McLeod?A. Since February of '96.Q. And during the time you worked for
McLeod , you--I know you say in your affidavit--and
we'll show you that in a minute--that you held a
number of senior executive positions, is thatright? A. Correct.Q. Tell me, if you could, what positions
you held during your time at McLeod.A. The first position I held was chief
financial officer. And following that, I became
regional president of what ultimately became known
as the western region. After that, I became
group vice president and chief planning and
development officer.Q. Okay. And that was the position you
held when
latter
you retired in May?
Yes.
Is that right?
To whom did you report at McLeod in the
half of the year 2000?
I always reported to Steve Gray, who
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was president.Q. You reported directly to him?A. Yes.Q. And is there a chief executive officer
to whom Mr. Gray reported?A. He reported to Clark McLeod.Q. I've heard of him. And just so we I re
clear, when you say he reported to Clark McLeod
this is during the latter half of 2000 , is thatright?A. Yes.Q. In your--in the latter half of 2000,you held the regional president and group vice
president positions , is that right, or were youjust--just, to denigrate--you held one title--letme start again. In the latter half of 2000 , Mr.Fisher , you were- -were you the regional president
for the western region, or were you the group
vice president and the development officer?A. I became group vice president and chief
planning and development officer in December of
1999, so from that point on.Q. SO in connection with agreements that
were negotiated or signed in September, October of2000, you were- -your title was the group vice
president title?
A. That's correct.Q. Okay. In your capacity as group vice
president--I won't spell the whole title out, butwe know what we're talking about--what was your
authority to enter agreements on behalf of McLeod?A. The board of directors give--gaveauthority to somebody at my level
, .
authority up toa limit which I don't recall. And over and abovethat limit, we would have to go to the board of
directors and get authority.Q. Do you have any rough understanding of
where the limit was?A. My rough understanding would be in the
range of $5 million of total commi tment.Q. Five million?A. Yes.Q. SO for any- - I'm not going do hold you
to the exact figure, but your sense, as you sit
here is, if you had a deal in the works that had
a commitment value to McLeod, you know , in excessplus or minus $5 million, you would need to get
approval to go ahead with that transaction , isthat right?A. That I s correct.Q. And you would need approval from the
board of directors or from Mr. Gray or fromsomebody else?A. I would need approval from either Mr.
Gray, Mr. McLeod, or the board, depending on the
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level. Q. At what point--do you know or have any
sense of what Mr. Gray I s authority to enter intoagreements or to approve agreements on behalf of
McLeod might have been in that late 2000 time
frame?A. I don't remember precisely, but I would
estimate in the range of 10 million , Mr. Graywould have. Mr. McLeod would make a decision as
to whether he felt he needed to go to the board.There's probably a defined number in the range of
25 million.Q. SO without , again , holding you to real
precise dollar figures , is it fair to say that a
deal that had
excess of 25
commi tment recall?A. Yes.Q. When you--well, make the predicate.
the course of your time at McLeod , did you haveoccasion to negotiate and enter agreements on
behalf of McLeod?A. Yes.Q. You did that many times , I imagine?A. I did.Q. Were there some of those agreements
that required you to seek advice or approval from
the legal department at McLeod?A. As a matter of course , almost allagreements I worked on at McLeod there would be a
legal representative involved.Q. SO it wouldn't be at all unusual--fact , it would be the normal course for the legal
department at least to have reviewed and weighed
in on agreements that you were involved in
negotiating for McLeod?A. Yes.Q. In the course of your time at McLeod--
commitment value to McLeod of in
30 million dollars would require the
the board of directors, as you
let me--strike that. What was your authority
during your time at McLeod to enter into oral
agreements on behalf of the company?A. My agreements to enter--or my authorityto enter into oral agreements would parallel what
we talked about earlier.Q. SO there were no other restrictions on
your authori ty to enter into oral agreements
beyond those you described generally when we
talked a minute ago?A. No other restrictions I can think of.Q. In the course of your time at McLeod
how many oral agreements did you enter into on
behalf of the company, or negotiate?A. I don't know.Q. Do you not know because the number is
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so big you can I t count , or you don't know becauseyou can't remember any?A. I have never attempted to count the
oral agreements I entered into.Q. Well , take a moment, if you can- -andagain, I won't hold to you precise numbers, but I
want to get an estimate. Have you entered intomore than ten oral agreements or negotiated more
than ten oral agreements on behalf of McLeod
during your time with the company?A. Probably more than ten.Q. Of those oral agreements, however many
exactly there were, how many of them required the
approval of Mr. Gray, Mr. McLeod, or the board ofdirectors?A. I don't recall.Q. Did any of them require the approval of
Mr. Gray, Mr. McLeod , or the board of directors?A. I am--yes.Q. SO there is some number of oral
agreements with which you were. involved duringyour time at McLeod that rose to a level of
financial significance to the company that
required approval beyond your authority; is that a
fair statement?A. Yes.Q. And you--can you recall any of thoseagreements specifically?A. The agreements I can recall
specifically would normally have been with
investment bankers in my role as chief financialofficer.Q. Those oral agreements related to fees
or the provision of financial services by those
bankers
into any
that was
to McLeod?
Yes.
Can you recall negotiating or entering
oral agreement during your time at McLeod
not with an investment banker?
I can't at this time, no.
MR. LAVEY: Let me just clarify the
question. You I re asking in addition to the oral
agreement that he's covering in his affidavit?
MR. NAZARIAN: No, sir. I asked thequestion generally.
MR. LAVEY: Let's clarify that for thewitness and ask him to answer that question.
MR. NAZARIAN: Let me ask my follow-question , which I think might clarify.
BY MR. NAZARIAN:Q. Is it fair to say, Mr. Fisher, then,wi th the exception of agreements you might havenegotiated with investment bankers--putting themaside- -that every agreement you negotiated on
behalf of McLeod--McLeod entered into during your
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time at the company was ultimately reduced to some
controlling writing or series of writings?A. When I was answering the questionearlier
, .
rightly or wrongly, I was excluding the
agreement with Qwest that I discussed specifically
in the affidavit.Q. SO you--A. That is the only one I recall having an
oral agreement on.Q. Other than--A. Other than the ones with investmentbankers.Q. --with investment bankers?A. Yes.Q. SO that we re all on the same pagethen, in your six years at McLeod , you can recallnegotiating and entering into exactly one oral
agreement other than those with investment
bankers?A. Yes.Q. Okay. So it's fair to say, then, itwould have been unusual , outside of the investment
banking context, for you to negotiate or McLeod to
enter into an oral agreement with another company;is that right?A. Yes, it would have been unusual for meto do that.Q. And it's--is it also fair to say that
it would generally be McLeod's practice to
memorialize agreements with other companies
particularly with telecommunications companies in
wri ting?A. Yes. Q. Isn I t that correct?A. Yes, it would be.Q. Describe, if you can , Mr. Fisher, for
, your perception of McLeod's relationship with
Qwest in the year 2000. Was it a--an amicabletrusting relationship? Was it distrustful? Was
it strained? How would you describe it?A. During the whole year of 2000, are youasking?Q. I've asked it that way, but if you
want- - if it changed over the course of that year
I'd ask you to break it out for me. I understandthere was a merger in that time period.A. Yeah , so you are asking me about Qwest,not US West. I'm just trying to understand yourquestion.
Q. That's fair. It's a fair distinction.
I guess the way I asked the question was by
referring to Qwest over the course of a year
where Qwest merged with US West.. In my head , Ihad both entities, Qwest and US West involved.
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But maybe rather than asking it that way, let'
go at it a different way.
In the time period following the
Qwest-us West merger, what was your perception of
McLeod's relationship with the new entity?A. My perception, once the Qwest merged
with US West, is that we had a developing
positive relationship with Qwest. And itdeveloped from the time of the merger through thatyear.Q. SO before the Qwest-US West merger,your--is it fair to say McLeod's relationship with
Qwest or US West or both was less than positive?A. Our relationship with Qwest prior to
the merger--I had very little involvement until
they announce the merger and once they announced
the merger, before it was completed , we had somevery--I'd say positive discussions with Qwestmanagement. Q. Once you knew the merger was coming?A. Once we new knew the merger was coming.
Prior to that, I had virtually no--I had veryIi ttle interaction with Qwest.Q. How about US West?A. With US West, from the time I became
regional president , I would say it was--it was a
strained relationship, but we were starting to
have some productive discussions.Q. And then things started to improve in
some fashion after the merger, is that what yousaid?A. The relationship with Qwest, after itmerged with US West, yes , our relationship
definitely improved.Q. And it was in the - - in that pos t mergertime frame, then, that McLeod sought to expand or
develop its business relationship with Qwest;isn't that right? A. No. We started to expand and develop
our relationship with US West well before the'
merger.Q. And then in the time period after the
merger, those talks continued and--and led us up--
I mean, they've continued to this day, but they
lead us up to the agreements that bring us here
in September and October of 2000; is that right?A. Yes.Q. And the--and those agreements--andwe'll talk in more specific terms in a minuteabout what exactly what agreements we're talking
about- -they did represent an expansion of the
business relationship between McLeod and Qwest at
that time, did they not?A. Yes.Q. In general terms, Mr. Fisher , it's not
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at all uncommon for companies to enter agreements
to settle disputes between themj is that right?A. It' s--I think it is common.Q. It is common for them to do that, yes?A. Yes.Q. And those settlements when companies
enter them, can include agreements to pay money,right?A. Yes.Q. And they can include agreements to stop
fighting with each other, correct?A. Correct.Q. And is it also fair to say, Mr. Fisher
"that it is common "for companies to enter into
agreements that contain confidentiality
provisions?A. Yes , it is common.Q. If you're going to trade sensitive
information, you want the other to honor that
confidentiality, correct?
Yes.
MR. NAZARIAN: Let's mark this as
Exhibi t 1, please.
Exhibit-l marked
MR. WEISS: You didn't bringeleven-teen copies.
MR. NAZARIAN: I brought five , plusmine. Actually, Martha and I can share.
MR. LAVEY: Do you want the witness tohave his own?
MR. NAZARIAN: The witness will get theone with the sticker.
Let's mark this as Exhibit No.
Exhibit-2 marked
BY MR. NAZARIAN:Q. Mr. Fisher, I'm going to hand you two
documents to see if our arms between us can getacross the table.
MR. WEISS: It was designed that way.
BY MR. NAZARIAN:Q. I've handed you what--two documents the
reporter has marked as Exhibits 1 and 2 to your
deposition.
MR. LAVEY'Sorry, we only got one.
MR. DEANHARDT: We got one.
MR. NAZARIAN: I I m sorry. That'because 1'm hoarding all the copies here in myfolder.
BY MR. NAZARIAN:Q. I've had the reporter mark and we'
handed to you and now distributed in the room,
Mr. Fisher, the two documents the reporter has
marked as Exhibits 1 and 2 to your deposition.
Do you recognize these?A. I recognize Exhibit 1 and Exhibi t 2.
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Q. These are--these are documents that are
both titled, "Purchase Agreement " correct?A. Correct.Q. And they were executed by Qwest and
McLeod on October 26 , 2000, correct?A. Yes. The specific companies--Q. Yes.A.
- -
are McLeod Telecommunications Services
and Qwest Communications Corp.Q. Fair enough.A. Okay.Q. Arid you executed both of thesedocuments on behal f of the relevant McLeod entity,correct?
Correct.
Q. There's your signature?A. Yes.Q. And you were the lead McLeod negotiator
for these two agreements , were you not?A. Yes.Q. It's fair to say, Mr. Fisher- -and takewhatever time you need to go back over them, if
you need to--that the commitment value of these
agreements to McLeod exceed--exceeded your
authori ty to enter into them yourself , correct?A. Correct.Q. Were these agreements approved by the
board of directors of McLeod?A. My understanding is, yes. I
the board meeting, but I was told thatQ. You were told by Mr. Gray or
tha t they were?A. Mr. Gray.Q. Mr. Gray?A. Mr. Gray.Q. Got it.
The word discount does not appearanywhere in ei ther of these documents , does it,Mr. Fisher?A. I don't remember.
was not at
they were.
Mr. McLeod
do you
subj ect
into a
Okay. Do you want to take a look , or
want to take my word for it?
I'd rather take your word, of course,
to check.
That's fine.
m not real good at--I'd have to go
computer probably to check it.MR. WEISS: Search.
THE WITNESS: Search, yeah. Search fordiscount.
BY MR. NAZARIAN:Q. Subj ect to check , then, will you- -wouldyou agree with me--well , I guess anybody can read
the document. We can see for ourselves. Butyou- - since you negotiated these documents, you
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wouldn't expect to see the word discount, refundrebate, or anything--any similar word contained in
these agreements, would you?A. No , I wouldn't expect to see that word.Q. These agreements committed Qwest and
McLeod- -one agreement for Qwest and one for
McLeod- -to purchase services from the othercorrect?
MR. WEISS: On your document Batesstamped QII0116, last sentence on the page , I see
the word , "discount.
MR. NAZARIAN: The word, "discountdoes appear.
THE WITNESS: Thank you , Larry.MR. WEISS: Thank you , Warren.MR. LAVEY: You're welcome.
BY MR. NAZARIAN:
Q. Well , these--let's clarify that , then.These documents are not- -neither of these
agreements was designed or intended to memorialize
a discount that Qwest would give to McLeod against
the purchase of services, correct?A. I can't agree with thatcharacterization.Q. Is it fair to say- -well, let's back upa minute. When these agreements were negotiated
by you on behalf of McLeod, is it fair to say
that one of McLeod I s business goals in negotiatingthese agreements was to obtain the best possible. price for the services it needed from Qwest?A. Yes.Q. Okay. Is it fair to say that in the
course of those negotiations , McLeod asked Qwestto enter into an agreement that specified McLeod
would get a discount for the services it bought
from Qwest, in writing?A. Could you repeat that?
MR. NAZARIAN: Can I ask the reporterto read it back, please?
(The last question was read.
MR. LAVEY: Doug I I think it would helpthe witness if you could just define discount.
think you'll get a better answer to your question
if you do that.
MR. NAZARIAN: Like him to try toanswer my question if he can. Then we'll unpack
it if we have to.
THE WITNESS: I asked Qwest- -and beforethat, US West--to provide us the best economic
transaction they could for the services that they
were providing to McLeod. And one of themechanisms that would have been acceptable to us
from an economic perspective , would be to receive
discounts off of pricing it was currently paying.BY MR. NAZARIAN:
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Q. And that mechanism was proposed andrejected, correct? A. US West--and I can't remember the
precise timing relative to the merger , maybefollowing the merger--did provide McLeod with
various pricing proposals.Q. But those never ripened into actualagreements?A. Not until the interconnection
agreements we entered into and the agreementsrepresented by Exhibit 1 arid 2 and in oral
agreements that we entered into with Qwest.Q. Let's take those one at a time. Theinterconnection agreement deals with the nuts and
bol ts of connecting the networks, right? Thatdoesnt deal specifically with price terms?A. No, that's incorrect.Q. What price terms are covered by the
interconnection agreement , just generally. I can
pull it out if you want to go through itbutA. In the interconnection agreement, there
are pricings for what we refer to as UNE-M for
each of the 14 states that Qwest operates in and
provides local services.Q. And so it laid out the terms of thatinterconnection relationship and the UNE-Mpricing?
Correct.
And then at the same time , Qwest and
McLeod entered these agreements that are marked 1and 2 to your deposition , correct?A. Correct.Q. And these agreements don't relate to
pricing of services Qwest is selling to McLeod or
McLeod is selling to Qwest , correct?A. No.Q. These agreements numbers 1 and 2
obligate Qwest to purchase certain amounts services from McLeod and McLeod to purchase
certain amounts of services from Qwest, correct?A. They provide for that. You used theword relate in your initial question.Q. Okay. They don't specifically--let mestep back, then. The agreements marked as
Exhibi ts 1 and 2 do not establish the price
any particular Qwest or McLeod service to theother, correct?A. That is correct.Q. They--these two agreements--and they--one flows in one direction and one flows in the
other, but they represent commitments of the two
companies to buy certain amounts
telecommunication services from the other,correct?
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A. No.Q. Where did I go wrong?A. They are take-or-pay contracts thatprovide for financial payments.Q. I see. So if you don't meet the buy
commitment, then you pay the difference?
A. That's correct.
Q. . Okay. Fair enough. Is it fair to say,Mr. Fisher , that the purchase of services under
these agreements , or the payment in lieu of thepurchase, is a source of revenue to thesecompanies? In other words, if Qwest is agreeing
to buy some dollar figures worth of services from
McLeod each year and if it doesn't actually buythem then to pay the difference, that that isrevenue to McLeod. Is that a fair statement?A. Are you asking that question from an
accounting perspective, or just do I consider it
cash flow and revenue into the companies?Q. I'm not sophisticated enough in
accounting terms to break--to be asking you at
that level of nuance. Is there--Qwest--Qwest isagreeing, in the document marked as No.1, to buythings from McLeod and to pay money if it
doesn 't, correct?
A. That's correct.Q. And to the extent that Qwest had not
previously been buying services from McLeod before
it entered into this agreement, that would be new
money to McLeod , correct, whether it I S a purchase
or a payment in lieu of purchase?A. It would be revenue that had not
occurred previously. That I s correct. Q. SO it would be a new source of revenueand I'm using that term in a general sense.A. Yes.Q. Now , is it fair to say, Mr. Fisher,
that the commitment that Qwest made in the
agreement that's marked as Exhibit No.
represented a new commitment from Qwest to McLeod
at the time of this agreement?A. To the best of my knowledge , yes.Q. . You were not aware that Qwest was
making, shall we say, significant purchases of
telecommunication services from McLeod at that
time?A. No , I was not.Q. SO to the extent, then, that Qwest has
now committed, in the agreement that's marked asNo.1, to either purchase a certain level of
services or to pay the difference, Qwest has
a new revenue commitment to McLeod , correct?A. Correct.Q. And that commitment comes in the
made
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context of a broader series of agreements that
defined Qwest and McLeod's business relationship
at the time , correct?A. Yes.Q. You mention the interconnectionagreement, we just talked about the Qwest purchase
agreement No., and then there's the McLeodpurchase agreement which is No.2, right , in whichMcLeod made a similar take-or-pay commitment toQwest, right?A. They made a take-or-pay commitment thatwas much larger.Q. Yes. That's true. It's--over thecourse of three years, it was Trade Secret Begins $480 million,Trade Secret Ends correct?A. Correct.Q. And Qwest' s aggregate take-or-paycommitment over that same time period was--I'm notgreat at math,but somewhere in the Trade Secret Begins 53 million
Trade Secret Ends plus or minus, range. Does that sound aboutright?A. Yes.Q. SO, right , McLeod's take-or-paycommitment to Qwest was greater than Qwest' scorrect?A. Correct.Q. Although at the time, Qwest--or McLeodalready was a customer of Qwest' s, right?Yes.Q. And it's fair to say, is it not , thatMcLeod anticipated in October 2000 that its
purchases from Qwest would increase along the
lines set forth in this agreement if it's businesscontinued to grow as it hoped?A. Along the lines in what agreement?Q. In the McLeod purchase agreement set
forth as No.A. Exhibit 2?Q. Yes.A. No. Our purchases were expected to be
substantially larger than specified in Exhibit Q. Okay. So at the very least , then , ifMcLeod's business grew as you anticipated, McLeod
would be purchasing at least Trade Secret Begins$480 millionTrade Secret Ends services from Qwest over those three yearsnormal course?A. That was my expectation.Q. All rig~t. So we've talked about three
agreements. We've talked about the
interconnection agreement. We've talked aboutthese two purchase agreements 1 and 2. Nowyou've mentioned an oral agreement. Tell me
exactly, Mr. Fisher, what the terms of this oralagreement are. I'd be glad to show you awriting, but it I S oral, so I--and you were the
u._-- --
worth of
in the
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00341 of . up to about Trade Secret Begins $2.00 million Trade Secret Ends in 2001that would
give McLeod approximately a 6 1/2 percent
discount. And then there was an increment above4 that--and I don't remember the specific number5 it's on the exhibit--somewhere in the range of
Trade Secret Begins 220 million up to--between 200 and 220 million TradeSecret Ends
that would provide for an 8 percent discount, andthen above a certain level , approximately Trade Secret Begins 200million, Trade Secret Ends that would provide for a 10 percent10 discount.11 Then in 2002 and 2003 , McLeod had to12 purchase approximately Trade Secret Begins 200 million Trade Secret Ends to
qualify for13 an 8 percent discount.
Secret Ends14 approximately required to qualify for a 10 percent15 discount and in 2003 , over Trade Secret Begins 200 million Trade Secret
Ends for an 816 percent discount, and over about Trade Secret Begins 250 million Trade
Secret Ends for a17 10 percent discount.18 And the oral agreement provided that19 the way that McLeod would receive those amounts20 would be to look at the amount it received under21 Exhibit 1 and received revenue either above or22 below that according to that schedule I just23 described.24 Q. SO in other words, this discount you'25 described as this oral agreement was an umbrella
0035
guy who negotiated it.A. Yes, can I refer to my deposition?Q. Oh, you mean--A. Excuse me, affidavit.Q. Your affidavit? I'd like you to do itfrom your memory, since you were the guy whonegotiated it.
A. . Okay. I'll do the best I can from my
memory. We received from Qwest a document that
was an exhibit to my affidavit that provided
approximately for the years beginning in October
of 2000 and specifically referring to 2001, 2002/2003, an estimate--excuse me--not an estimate, an
amount of revenue that would run from McLeod to
Qwest. And starting in 2001, there was a--whatwas referred to as a discount amount for purchases
In 2002 , over Trade ~ecret Begins 230 million Trade
discount. In other words , McLeod was entitled to
this tiered discount, as you've described it. Andit might capture some of that through the
performance of the take-or-pay marked as ExhibitNo.1. To the ext~nt it didn't then Qwest would
pay the difference in cash?
A. That's correct. Just for additionalclarification, you're right, that's for all
------.--...--. ..------.. ...-..------.... --.. -.--..------...---. .
.16
0036
0037
services purchased from Qwest, whether local , longdistance. If we paid them for any type ofservice, then all of that was counted as revenue
towards that volume commitment.Q. . Who at Qwest entered into that oral
agreement? .A. Greg Casey and Audrey McKenney.Q. Did you hear agreement to those terms
from both of their mouths directly?A. Yes.Q. And were you the only person on the
McLeod side who agreed to this?A. No.Q. Who else agreed to it from McLeod?A. The other people involved in the
negotiations were Jim Balvanz, who was vice
president of finance Stacey Stewart , who was vice
president of ILEC relations. 1'm sorry. I-L-E-Crelations. 1--1 discussed this agreement with
Steve Gray, who was aware of the specifics of the
agreement.Q. who was present for that handshake
moment , or the--that precise point in time when
this agreement was formed? In other words, Iknow that there was--over the course of over how
many months you all had been talking there was
talk about discounts, right?A. Yes.Q. But there came a point , you know--as understand your testimony- -and please , correct meif I don't have it right--that this discussion, inyour view , ripened into this oral agreement you'
described, Gorrect?A. Yes.Q. Who exactly exchanged the handshake or
the words that turned it into an agreement, inyour view?A. I have to describe three or four things
that happened that led to the final agreement.Q. Well, you can do that , but please--A. The final--the specific answer to your
question is the handshake agreement occurred over
the telephone between Greg Casey and myself thenight before our board meeting. And I don'remember the date. I think it was October 25,but I'd have to check that.Q. It was before these agreements were
signed by you and by Mr. Casey?A. Yes. And on the phone at the time for
Qwest was Greg Casey, who I made the agreementwith, Audrey McKenney was on the phone as well,and for McLeod, Jim Balvanz, Stacey Stewart , andRandy Rings were on the phone.Q. SO it was a conference call?A. It was a conference call.
0.0.38
0039
Q. Why was McLeod willing to enter into an
agreement of this magnitude without a writing?A. The interconnection agreement we
entered into that I described earlier provided for
pricing to McLeod that was
- -
would save roughly twoand a half million dollars a month for McLeod as
compared to the pricing they previously had. Sothe interconnection pricing, on a stand alone
basis, was an improvement economically.
For McLeod to enter into Exhibit 2which was a take-or-pay contract with certain
minimums, and in order to keep McLeod on what
I'll call the Qwest network , by that , I includetheir loops and their switches--the volume pricing
arrangement where we would receive what we've beendiscussing as a discount , in my judgment,
economically was worthwhile for McLeod to continue
to use the Qwest network.
And I felt that Exhibit 1 provided
financially a commitment by Qwest to provide
McLeod a substantial part of that revenue. And had the word of Greg Casey that if we met the
amounts of revenue to Qwest , that we would getthe incremental revenue. And that I viewed, asdid the other members of my team , a good economicarrangement for McLeod.
If, for some reason, that arrangementbroke down, then McLeod had the option of
continuing to build out its network , get off ofQwest switches and use its own. So overall , thebusiness arrangement provided options to McLeod
and assuming Qwest honored its oral agreement with
, provided a good mechanism for us to stay on
Qwest network.Q. SO did McLeod not want the agreement in
writing because it wanted to retain the option to
build out its network?A. No. McLeod would have preferred to
have this agreement in writing.Q. But Qwest would not enter into an
agreement like that in writing, correct?A. That is correct.Q. Did the McLeod board approve this oral
agreement, to your knowledge?A. I do not know. I was not at the boardmeeting.Q. Did Mr. Gray approve the oral
agreement?A. Yes.Q. And he knew , as far as you know , thatit was oral and not written?A. Yes , he did.Q. You apprised him of that?A. Yes.Q. Did Mr. Gray tell you whether the board
.--.----..-.---------_. --
0040
0041
had peen advised that the agreement was oral?A. I don't remember.Q. Mr. Gray- -would Mr. Gray have been the
person to advise the board on this agreement--thisoral- -alleged oral agreement?A. Yes.Q. SO he would know what the board was
told or not told about it?
A. That's correct.Q. SO put your chief financial officer hat
back on, then, Mr. Fisher, if you would.
Qwest made a payment to McLeod pursuant to this
oral agreement that you've described, which was an
agreement, as you described it , to give McLeod a
discount against the purchases McLeod had made
from Qwest , would you expect that--
MR. LAVEY: I'm sorry. I'm going to
obj ect. I'm not sure if that properly
characterizes his testimony.
MR. NAZARIAN: Okay. Let ~e f ini sh the
question. You can interpose your obj ection. The
record will sort it out.
BY MR. NAZARIAN:Q. You I ve testified- -and correct me if I 'wrong- -that McLeod and Qwest entered into this
oral agreement you described, the purpose of which
was to give McLeod a discount off of the services
that it purchased from Qwest, correct?A. I've testified that it was--that we
have a combination of agreements.Q . Okay.A. Okay.Q. But the oral portion of it created an
overarching discount, some of which might be
satisfied by the take-or-pay, but not necessarily,right?
That is correct.Q. Okay. And under some set of facts,if--if McLeod purchased more in services from
Qwest than the take-or-pay required, then as
you've described this series of agreements , Qwestwould owe McLeod a payment in cash , correct?A. Yes.Q. In your capacity as the former chief
financial officer of McLeod , would you expect that
payment to be booked as revenue or as reduction
costs?A. My view would be you have to look at
the transaction as a whole. And the way this
transaction was structured was for Qwest, underExhibit I , to make payments to McLeod, and to the
extent McLeod made purchases at a higher level,
then we would receive incremental revenue fromQwest. That was the oral understanding.
to--up to the levels I described: 6 1/2, 8
0042
0043
0044
percent, 10 percent levels. So that's the waythe agreement was structured. The impact from a
business perspective was that we--you could saythat was an offset to the cost, but because of
the way it was structured, it was--I believe itwas revenue. Q. SO what you I re really saying, then , isthat Qwest made a commitment to pay revenue above
and beyond what it said in the take-or-pay?A. That's correct.Q. Not to give McLeod a discount, that
this revenue contribution would be measured by
some percentage of the services that McLeod
purchased from Qwest. Is that yourcharacterization of it now?A. That would be- -yes , that's consistentwith my characterization.Q. SO you would resist, then , descriptionof your oral agreement as being a discount
agreement, correct?A. I think you're playing wi th words.Q. Well, I don't want to play with words.
I want--I want to get at this , but I also knowthat Qwest is being accused of giving hidden oral
di scounts to McLeod, so I want to hear- -you're theguy who negotiated this. I want to hear yourunderstanding. Is the oral agreement an agreement
to provide, a discount?A. The oral agreement effect , okay, as
demonstrated by the exhibit to my affidavit, wasto compute a discount- -a number of the total
purchases that McLeod made from Qwest. Themechanism, which is different- ~themechanism to
effect that agreement was to enter into the
purchase agreement that I s Exhibit 1, and thenadjust the amounts that it would receive to equate
to that level o~ discount.Q. SO maybe--is it fair to say that the
oral agreement you I re describing is an extension
of the take-or-pay commitment that Qwest made to
McLeod?A. Yeah, I think--I think it's part of oran extension of.
Q. Now , you mentioned in your affidavit,Mr. Fisher , that one of the conditions that Qwest
put on McLeod to enter into this series of
agreements that we've just been talking about, wasthat McLeod would have to agree to remain neutral
with respect to Qwest' s application for Section
271 approval. Is that correct?A. Yes.Q. Is that agreement by McLeod to remain
neutral vis-a-vis 271 written down anywhere, to
your knowledge?
0045
0046
A. The only place I recall it beingwri tten down was in the term sheet that wediscussed. I think it was September 19.Q. But in terms of finalized, signedagreements, that--that provision or McLeod'
agreement to remain neutral as to Qwest' s 271applications is not contained in a written
agreement; is that correct?A. That--that I s correct. It was an oralagreement.
MR. NAZARIAN: Let's mark thisdocument, please , as Exhibit No.
Exhibi t - 3 marked
BY MR. NAZARIAN Q. Let me hand you now , Mr. Fisher, what'
been marked as Exhibit No., which is your
affidavit. Do you recognize it?A. Yes, I do.Q. Take a look, if you would, Mr. Fisher,on page . 8 in paragraph number 24.A. Page . 8.
Okay.
You say in the last sentence of
paragraph 24 that, "McLeodUSA agreed to remain
neutral with respect to 271," which is what it
refers back to the prior sentences, "provided
Qwest complied with all of our agreements and with
all applicable statutes and regulations.Do yousee where I'm reading?A. Yes, I do.Q. Okay . And does that fairly
characterize McLeod's agreement to stay neutral
with respect to Qwest' s 271 applications?A. Yes.
Okay. So McLeod's agreement was
condi tioned on two things , as I read yourtestimony. First of all, Qwes t had to complywith all of its agreements with McLeod. Andsecond, Qwest had to comply with all applicable
statutes and regulations, right?A. Yes.Q. Okay. And if Qwest failed , forwhatever reason, not to live up to one of its
agreements with McLeod, or failed to live up to
applicable law, McLeod was free at that point to
participate in Section 271 proceedings however it
saw fit , correct?A. I wouldn I t characterize them as free at
that point.Q. They wouldn't be bound by thisagreement, any way, not to participate?A. No , that's not correct.Q. Okay. Well, then what- -what would have
bound McLeod to stay neutral?A. As part of the overall agreements that
0047
0048
we--between McLeod and Qwest, there was anescalation process. So if there was a dispute
that arose which could include a dispute as to
whether Qwest was complying with all statutes and
regulations , then our escalation agreement
provided that we go through that process--Q. I see.A. --before we'd be free.Q. Okay. Fair enough. So--so if--youknow, you could analyze it one way or another, Iguess, but if there was a dispute that couldn'
be resolved through escalation mechanisms, orQwest couldn't satisfy McLeod in some fashion that
it was complying with applicable law after going
through that back-and-forth , then McLeod wouldhave the right to oppose 271 or participate
however it wanted in those proceedings , correct?A. Tha t would be my unders tanding, yes.Q. If Qwest was complying with its
agreements wi th McLeod and if Qwest was complying
with applicable law, can you imagine that McLeodwould have an obj ection to Qwest' s 271application?A. Can I ask you to clarify? I mean,would McLeod have an objection , or would it beable to formally object? Q. No , in business terms , not whether itwould have the right to or not. Put--put asidewhether there had been any agreements one way orthe other. If--if McLeod--if Qwest had agreementswith McLeod that it was living up to and if, inMcLeod's view, Qwest was complying with the law
and regulations that governed its business , wouldMcLeod as a business matter, have any obj ection toQwest's 271 application, do you think?A. Assuming this agreement's in place, ornot in place.Q. Assuming the set of agreements that are
in place.A. If these agreements are in place , thenI do not believe McLeod would have a reason or
want to obj ect . Q. Now , put yourself back in time before
these agreements are entered. McLeod and Qwestdid have other agreements going on at that time,right?A. Yes.Q. Okay. If Qwest was complying withthose agreements and complying with the law, doyou imagine that, at that point, McLeod would havehad an obj ection to Qwest' s 271 application?A. I think it's very possible they would.Q. On what grounds?A. Well, there could be a number ofgrounds.
- _.
u_---
-.-
0049
0050
Q. Well , which can you think of?A. Ones I can think of is--primarilyrelate to their level of performance in providing
services to McLeod. Whether they were consistent
wi th regulations or not, we still could have
considered them inadequate.Q. Do you know that McLeod, in the time
prior to these agreements , did consider Qwest I sservices inadequate or are you- -are you sayingthat that could have been an issue at that point
in time?
A. There's no question in my mind that we
considered their services inadequate.Q. Prior to these October of 2000
agreements?A. Yes.Q. Other than the service issues, what
else might McLeod have wanted to raise in a
Section 271 proceeding?A. We thought they were not only providinginadequate services , but they were not making best
pricing available to the company.Q. What other issues?A. I would say that most, if not all, ofour obj ections would fall into the adequate--
whether service was adequate or whether pricingwas adequate. Q. And McLeod's decision to participate or
not in the Section 271 process, assuming these
agreements had not been entered into, would have
been a matter of McLeod's business judgment backthen, right?A. Yes.Q. Mr. Fisher, it's true, is it not, that
you did not author the first draft of your
affidavit, which is now marked as Exhibit correct?
That is correct.Q. That was drafted for you by Mr.
Deanhardt; is that right?A. I received it from the attorneygeneral's department. It was represented to me
that Mr. Deanhardt did the first draft. I don'know that for a fact.Q. Before you received the first draft of
your affidavit from the attorney general's office,what contacts had you had with the Minnesota
Department of Commerce?A. I'm sorry. I didn't hear that.Q. Before you received your draft--the
first draft of your affidavit from the attorney
general's office, what contacts had you had with
anyone from the Minnesota Department of Commerce? A. We had a conference call that lasted--
my recollection is about an hour and a half prior
0051
18 '
0052
to that draft being prepared.Q. Okay. Who participated in thatconference call?A. Would you allow me to refer to the--Q. I'm sorry?A. Would you allow me to refer to somenotes? I'd be happy to give them to you. I justwrote down who participated.
referring
If you will produce the notes to us--
Sure.
- - I don't have any obj ection to you
to them.
Sure.
Dan Lipschultz , Steve Alpert , ClayDeanhardt, and Tony Mendoza , on 6/6 of '02.Q. You had a conference call with those
people to discuss these agreements that you I ve
testified about today?A. Yes. Q. What did the department representatives
tell you they wanted to know about these
agreements?A. In general terms, they wanted me to
explain to them how the agreements we'd entered
into on October 26--well, I guess theY'
effective October 2, but entered into on October26--interacted.Q. Did they tell--I'm sorry. I didn'mean to interrupt you.A. No, I'm done.Q. Did they tell you how theY'd come to
learn about this cluster of agreements?A. I don't remember if they told me, but I
knew.Q. How did you know?A. I knew because I was still at McLeod
when the company received discovery requests fromthe state of Minnesota.Q. And so when you learned that the
department had served discovery requests on
McLeod, you came to learn that they wereinterested in these agreements?A. Yes.Q. And did you provide any information in
response to those discovery requests at that time?A. Yes.Q. And do you remember when that was?A. I do not remember exactly. I left thecompany on May 15. I believe it was wi thin 60days prior to that.Q. Was it closer to your end date than 60
days before your end date?A. I don't know.Q. Sixty days in the life of this case
covers filing to hearing. So I'm trying to get a
0053
0054
0055
feel.
I don't remember the dates.
MR. ALPERT: I would like the record to
show that the filing
14, so I don't thinkrepresentation, if I
BY MR. NAZARIAN:
Q. Well , it was--February 14 was the
filing, and the first hearing was April 24, sowhatever. The case is moving on a fast track.m just trying to get a feel , but you can'
place it at any point in time?A. I can't remember.Q. Fair enough. Fair enough. So you--what else did you discuss with the department?
You said you explained how these agreements all
fit together. Tell me what else you discussedwith the--with the department during this
telephone call on June the A. I think my affidavit covers everything
I can remember we discussed.Q. Did the department provide you with any
documents before you talked on the phone with the
folks from the state?A. No.Q. Did you review any documents before you
reviewed the draft of your affidavit?A. No.
of the complaint was February
60 days is an accurate
understood your statement.
Q. Did you select the documents that wouldbe attached to your affidavit'A. No. Q. Did the department attach drafts of
other documents--or attach other documents to
earlier drafts of your affidavit that were--let mestart the question again.
Did the earlier- -well, let me ask the
predicate. How many drafts of your affidavit were
there between the first one that you saw and the
one that you executed?A. There might have been three drafts.Q. Did the earlier drafts of your
affidavit provided to you by the department attach
any documents other than the ones attached to the
final version?A. Not that I recall.Q. Did you review the documents that were
attached--that are attached to your affidavit
before you executed the affidavit?A. Yes.Q. And they were sent to you by thedepartment?A. Yes.
Q. Did the earlier drafts of the affidavit
contain allegations or statements with which you
0056
0057
did not agree that you took out and--that you
took out?A. I made edi ts to the document. If that
represents disagreement, then the answer is yes.Q. Can you recall whether your edits were
extensive or minor or somewhere in between?A. I would characterize them as minor.
MR. NAZARIAN: This might be a goodtime to take a five-minute break.(Recess taken, 1:29-1:52 p.
MR. NAZARIAN: We have a - - have someoutstanding, discovery issues with McLeod. We havenot yet received interrogatory responses or
documents from McLeod that we've asked for. We
may, after we see those documents, have additional
things to raise with Mr. Fisher. Subject to
reopening the deposition, if necessary, after weget,those materials, I have no further questions
today. And I thank you , Mr. Fisher, for yourtime.
next.
THE WITNESS: You're welcome.
MR. ALPERT: I just have a few, if I'
MR. WEISS:It sounded like Columbo,
didn't it?
MR. ALPERT: Just one more thing. Justone more thing.
EXAMINATION
BY-MR. ALPERT:Q. Your affidavit--
MR. WEISS: Where' s the raincoat?
MR. ALPERT: Is the suit sloppy enough?
MR. DEANHARDT: It is. Let me cleanyou off.
BY MR. ALPERT:Q. The affidavit and exhibits that you
submitted--the signed affidavit and the exhibits
that were attached to it, were those all true and
correct to the best of your knowledge?A. Yes.Q. And do you have any changes, additions
or corrections that you became aware of since that
time , except for, I think, there might have beena blank referring to--in a reference to an exhibit
number in the affidavit. Other than that being
filled in at some point, were there any changes?A. No.Q. Counsel asked you about board approval
and your authority to enter into agreements. Did
you have a dollar limit authority on agreements
where other companies were agreeing to pay McLeod
for services as opposed to McLeod committing to
purchase ' from other companies?A. No. When I referred to the limits,
those would have been commitments McLeod would be
0058
17 '
0059
making to somebody else.Q. SO when the board--when you went to the
board for approval for a take-or-pay agreement and
in this case the exhibit, I believe 2 , was asubstantial commitment without the oral agreement,if the board approved that, would the board need
to approve a reduction from that amount?A. To clarify, are you asking me if we
amended Exhibit 2 to some different number , wouldwe need board approval?Q. If you amended Exhibit 2 for a lower
number, for example , if Exhibit 2 required you to
spend so much money for services but you had some
type of an amendment that would actually require
the company to spend less--and again, I'm not an 'accountant either, but the net effect would be
that the company would not be on the hook for asmuch. It's not very artful , but I guess it's theonly way I can say it--would you expect to have
to go back to the board for additional approval?A. If the only impact was to reduce the
commi tment, the answer would be we would not have
a policy that required me to go back to the
board.Q. During your negotiations with Qwest for
the best pricing that you could obtain for your
company, and during your negotiations for this
volume discount that you say you entered into with
Qwest on behalf of McLeod, did you ask Qwest for
its agreement for the volume discount to be
reduced to writing at some point?A. Yes, when we negotiated the term sheetthat's dated September whatever it is--I forget--
my request was to have those agreements bereflected in writing.Q. Who did you make that request to , ifyou can recall?A. The people present in those
negotiations were Greg Casey and Audrey
Q. What , if anything, did either
McKenney or Mr. Casey respond regardingrequest?A. The response really occurred over a
period of time from that date when we negotiated
McKenney.
Ms.
your
the term sheet until we finalized the agreements
we entered into. And in effect, the response
was, they preferred to use the mechanism of
Exhibit 1 and our oral agreement rather than have
a discount agreement that resulted from our volumepurchases put in writing.Q. Did they ever say- - I'm sorry. Iapologize.A. Put in writing.Q. Did they ever explain to you or state
to you any reasons why they would prefer to have
0060
0061
it in that manner?A. They believed that the overall volume
purchase agreements--this is what they indicated
to me
- -
were confidential. They were entering intoit at the parent level , and that they felt they
could do that and they would rather not put any
wri ting because then they might be dealing with
other CLEC or similar companies--C-L-E-C, allcapitals--that might want to claim they were
entitled to something similar.Q. And those discussions were with both
Ms. McKenney and Mr. Casey?A. Yes.Q. The term sheet that you have referred
to in our discussion , is that Exhibit 2?Exhibit 2--no. It's an exhibit to--m sorry--exhibit to your affidavit.
see if I can find those.
If you could--I don't have that with
Let me
me.
I might have it here.
I think I might have it.
Exhibit-4 marked
THE WITNESS: Yes, it is Exhibit
BY MR. ALPERT:Q. And what I've had marked as Exhibit--
Sorry, Mr. Court Reporter.
THE REPORTER: Number 4.
BY MR. ALPERT:Q.
- -
No., these are- -this is a copy ofyour four exhibits to your affidavit?A. Yes.Q. And so the Exhibit 2 to your affidavit
which is now Exhibit 4 to this deposition , is theterm sheet that you were referring to in our
discussion?A. That is correct.Q. Thank you. Prior to entering or
execu ting Exhibi ts 1 and 2 in October of 2000
and prior to entering into the oral agreement that
was part and parcel of those agreements, had you
and Qwest already discussed volume discounts?A. Yes.Q. Prior to October 26 , when those three
agreements were entered into , had you had
discussions with both Audrey McKenney and Greg
Casey wherein- -either discussions or
correspondence wherein Qwest had made offers to
McLeod of volume discounts for services to
purchased by McLeod from Qwest?
A. Yes , we had discussions about that.Q. And Audrey McKenney was integrally
involved in those discussions?A. Yes.Q. SO even if there hadn't been an
0062
0063
agreement entered into , Ms. McKenney was part of
offers made by Qwest to enter into volume
discounts. Would that be a fair statement?A. She was involved in discussions with
McLeodUSA and my team , yes.Q. Mr. Nazarian was asking you about the
handshake moment and when that occurred , and youindicated that you needed to explain your answer
by talking about a series of agreements is the
way I recall it. Did you still feel a need to
give any further explanation, or do you feel that
you've had the opportunity to discuss that fully?A. What I was referring to was--Mr.
Nazarian asked me for the moment. I gave himthat, which was the evening before the board
meeting- -is that between September 19 and October
, Greg Casey and I , and Audrey McKenney, with
my team, had discussions about what the amount of
the volume purchases would be and what level of
benefi t McLeod could realize from those. And so
there were--there was a moment in which we came
to a final agreement, but there were a series of
discussions that led up to that--I mean,effectively negotiations to get to those numbers.
That was the augment that I was thinking about.Q. Why would Qwest care about whether
McLeod stayed on its network or not? You talkedabout that being something that brought about
these discussions, brought about this agreement?
MR. NAZARIAN: I obj ect to asking this
witness what Qwest would want or care about.BY MR. ALPERT:Q. From a business perspective, do you
have an opinion as to why Qwest would care
whether McLeod stayed on its network or not?A. I do have an opinion.Q. What is it?A. My opinion ~s that McLeod had several
hundred thousand- -a couple hundred thousand lines
that it effectively leased from Qwest--it waslines and switchboards. So if McLeod took all of
its then business as of , say, middle of 2000 , and, it moved all of those customers off of Qwest' sswitch on to our new switches , that would have
substantially reduced Qwest I s revenue. And it is
my personal belief that would have had a big
negative economic impact on Qwest. Q. Did Qwest--anyone from Qwest ever
express that to you?A. Yes.Q. And who was that?A. Greg Casey.Q. And when--was that during thesenegotiations?A. Yes.
0064
0065
0066
Q. Mr. Nazarian was
McLeod's agreement to stay
Qwest express to McLeod atdiscussions whether or not
asking you about
neutral on 271. Did
any time during the
that part of the
agreement was essential to anything else in termsof your discussions? In other words , did Qwestever state anything to the effect to McLeod that
unless we have some type of an agreement on 271,we're not going to have agreement on othermatters?A. Yes. And if you refer to the term
sheet that I talked about earlier , which wasExhibi t 2 Q. Exhibit 2 now to--. I'm sorry. Exhibit 2 to my affidavit,
now Exhibit 4. Condition--the No.7 item in that
term sheet indicated that this was a material
provision of this overall--of this agreement.Q. I understand that's what the document
says, but were there conversations specifically
related to that where it was expressed to you by
either Ms. McKenney or Mr. Casey that they really
meant it when they said that? A. Yes. They really meant it.Q. And was that from both of them?A. Yes.Q. Early on, Mr. Nazarian was asking you
about how many oral agreements you had entered
into on behalf of McLeod that didn't relate to
banking. And you had indicated one. But I have
now heard you testify about the oral agreement
that you entered into whereby Qwest would provide
McLeod a volume discount. And I've also heardabout an oral agreement whereby McLeod agreed to
remain neutral in 271 proceedings. Are those twoseparate oral agreements?A. I viewed those as two parts of one
overall agreement.Q. He was asking you about this agreement
to stay neutral in 271 proceedings, and I think
he was asking you something about the fact that
if Qwest complied with their contractual
arrangements with McLeod, would McLeod expect not
to have to go into 271 proceedings, or there
would be no need for it. Do you recall that
question and that discussion?A. Yes.Q. This oral agreement to pay McLeod- -
to return to McLeod the 8 to 10 percent volume
discount, is that one of those agreements that
McLeod expected Qwest to comply with in order for
McLeod to stay neutral in 271?A. Yes.Q. You indicated that after the merger,
- ..-----.--.-,.---.
0067
0068
there still was a problem in terms of McLeod
obtaining adequate service levels from Qwest, oram I misstating what you had to say?A. I don't remember saying that.Q. After the merger, was there still a
problem in McLeod receiving adequate service
levels?A. In my view, Qwest needed to improve itsservice levels.Q. After you entered into the agreements
in October of 2000 , if not sooner, there wasa--an escalation mechanism that McLeod was bound
by; is that correct?A. There was an escalation mechanism
agreed to between Qwest and McLeod.Q. SO McLeod would have had to have gone
through the escalation process, even if there were
terrible problems between the--between McLeod andQwest in terms of ci vil- -service levels, beforethey could have done anything further?A. You'd have to ask a lawyer if we had to
or not. As a business matter, I felt that we
should use our escalation process before we took
any other action. Q. If McLeod had bypassed the escalation
process and gone to a regulatory body as part of
271 or otherwise , would you have expected Qwest to
comply with its oral agreement to pay McLeod the
volume discount it had agreed to?A. I think the circumstances--the specific
circumstances I'd have to understand before Icould answer that question.Q. If I could just sit out a moment here.
During the negotiations that you had
with Qwest , did Qwest ever provide you with any
estimations as to which services of McLeod's theymight be purchasing as part of the--I believe it'
the Exhibit 1 we'll call the McLeod purchaseagreement. I'm sorry, the Qwest purchaseagreement.A. I understand your question to be, did
Qwest ever indicate to me what servicep they would
purchase from McLeod--Q. That would be correct.A. --under Exhibit 1 prior to us signing
the agreement?Q. Yes.A. I do not recall any discussion of any
specific services that Qwest was going to buy.Q. And so would it be fair to say that
there was no discussion or any documentation
provided to McLeod by Qwest that would indicate
any particular volumes that Qwest anticipated that
it would be- -that it would be purchasing from
McLeod?
0069
0070
A. I don't think that would be fair to
say, because I am not the only person that Qwesthad dealings with at McLeod. I am personally notaware of any services that they were contemplating
buying.Q. You were not provided anything from
Qwest during your negotiations or as part of yournegotiations?A. Not that I recall.Q. You entered- -you had an agreement, in
principle, with Qwest for a take-or-pay agreement,Exhibi t 2. You had an agreement, in principle
with an oral agreement to get an 8-to-l0 percent
discount off of the purchase price of all of
those services you were going to be buying out of
Exhibit 2. When did the discussion of the
purchase agreement that is Exhibit 1 first come
into being in relationship to your oral agreement
for the 8-to-l0 percent discount?A. My recollection is that the discussions
about the amount of volume purchase we would have
to make in order to qualify for the discount
occurred first , then following that , not longbefore October 26 , the specific process or
procedure for dealing with it evolved. In otherwords, Exhibit 1 evolved late in the discussions.Q. Can you kind of walk through that just
a little bit, though, so that we can kind of
understand how the oral agreement and Exhibit 1
evolved from the discussions that resulted in
Exhibi t 2? And again, Exhibi t 1 being the McLeodpurchase agreement from Qwest, and Exhibit 2 being
the Qwest purchase agreement from McLeod. I'
sorry, reverse--I'll get it right yet.
MR. LAVEY: Do you want to say it , justfor the record.
BY MR. ALPERT:Q. Yeah, for the record , we'll say thatagain. I believe that Exhibit 1 is the agreement
that required Qwest to purchase services from
McLeod. Exhibit 2 was the agreement that required
McLeod to purchase services from Qwest.Thank you.A. Okay. Now I know which exhibit is
which, can you--
MR. WEISS: What's your question?
THE WITNESS: --can you restate thequestion?
BY MR. ALPERT:Q. Yes, if you can kind of walk through a
little bit of the time line of how those three
agreements became one or how they became executed
and/ or agreed to on or about October 26.A. Okay. In my mind , the time will startwith September 19.
0071
0072
Q. Okay.A. That I s when we had the outline of ten
items that we were going to attempt to document.At that point in time, the concept of McLeod
entering into a take-or-pay agreement with Qwest,Exhibit 2 , was fairly well understood. Okay? Weknew that we would make some level of minimum
commitment to Qwest. And in exchange for meeting
certain minimum targets--not--not the minimumtake-or-pay, because at the minimum take-or-pay,there wasn't going to be any reduction, okay- - anydiscount or any volume. That was not an adequate
value commitment, from Qwest's perspective, toentitle us to payments back. So at that point,we had understood that Exhibit 2 would be a part
of the arrangement.
The 1 eve 1- - then next , the bus ine s sdiscussion revolved around how much would McLeod
have to buy from Qwest in total services--localservices, long distance services, the wholeworks--in order to entitle McLeod to what at that
time was considered a reduction or a discount.The last concept that came into being was Exhibit, okay? Exhibit 1 , then, was a mechanism to
assure McLeod that it would get a certain amount
of revenue. And the amount of revenue that was
pegged in Exhibit 1 was at about the 8 percent
discount level for certain targeted revenues.
And the oral agreement , then, evolvedfrom that to say, okay, if we exceed this amount
then instead of getting an 8 percent discount
we 'll get a 10, if our levels are below a certainlevel, then we're getting a 6 1/2 percent
discount. Or if it's lower than that , we won'get any discount. So that was the order thatthings occurred. 'Q. And again , these were discussions
between you and Audrey McKenney and Greg Casey?A. And on McLeod r s s ide I each of the otherpeople I've identified in my affidavit.Q. But you had specific conversations with
both Audrey McKenney and Greg Casey regarding,first of all, offers of this volume discounts to
McLeod?A. We had specific discussions of
receiving discounts tied to a certain volume of
purchases and growth in our business with Qwest.Q. And then you also had discussions
specifically related to the agreement itself,that--the agreements themselves came into being
including the oral agreement with both Audrey
McKenney and Greg Casey?A. Yes.
MR. ALPERT: I have no further
questions.
0073
0074
MR. WEISS: Jus t a couple more.
FURTHER - EXAMINATION
BY-MR. NAZARIAN:Q. I just have one. I just have one , Mr.Fisher , if you' ~l indulge me for a second.
the purpose of the Qwest purchase agreement
Exhibi t No., was to permit McLeod to capture
this revenue stream that I know has been
characterized as a discount I but what youcharacterized to me earlier as revenue--A. Yes.Q. --if the purpose of the agreement was
to capture that revenue , why didn't McLeod insist
that Qwest' s revenue commitment in Exhibit 1 reach
this whole target--reached this whole, you know
discount, these higher purchase levels that
you- -that you were certain that McLeod would
reach?A. Because the oral agreement waseffectively two-way. If we exceeded the amount
that would generate an 8 percent discount, then
Qwest was orally agreeing to give us additionalrevenue payments. If we didn't reach that level,McLeod was agreeing to give back the rebate downto the oral agreement. So it was , in effect,
both of us taking risk by entering into , the oralagreement.Q. . I thought if McLeod did not meet its
minimum purchase obligations , that Qwest I s
obligations under the take-or-pay went away. Isthat .incorrect?A. I'm sorry. I didn't understand.Q. I thought these agreements were set up
so that if McLeod didn't meet its purchase
obligation to Qwest, then Qwest's purchase
obligation to McLeod evaporated. Is that correct?A. I can't remember if the agreementsoperate that way, but there's an intermediatestep. Okay? We could very easily meet our
obligations under Exhibit 2, the hundred fifty,
hundred sixty, hundred seventy million, but if--let's--let me use an example that that's exactlyhow much we purchased from them. Then Exhibit 1,
which still would have required , by my
understanding, Qwest to make the payments to
McLeod, my oral agreement would have been , ifthat's all I spent with Qwest , I would have had
to pay them back the amounts that they paid me in
Exhibi t 1, because I wouldn I t have met the level
of revenue commitment that we'd made under our
oral agreement.Q. SO the oral agreement I as you'characterizing it now , flows in both directions
pegged to McLeod's purchases , from Qwest?A. Yes.
~---~-~--~--- ~_-,----
._.U_~-_._.
0075
0076
, 8
Q. CQrrect?
A. That's correct.. Q. And you testified a minute ago in
response to Mr. Alpert's questions that the oralagreement also encompassed McLeod's agreement not
to participate in Qwest I s 271 proceedings,
correct?A. To remain neutral.Q. To remain neutral , correct. Are there
any other aspects of the oral agreement that you
recall' that you've not testified about today?A. The only other aspects of our oral
agreement was to continue to build our business
relationship in any manner we could, both by Qwestworking to improve its level of service to McLeod
and for us looking at revenue opportunities inboth directions.Q. Okay. Were there specific--A. There were no specifics around that
except as it related to their performance. There
was a lot of specific negotiation about
performance indicators and what we thought they
should obtain and what they thought they should
get and those occurred for many months post
October.
MR. NAZARIAN: Subject, again, topossibility of reopening, I don't have any furtherquestions.
MR. ALPERT: I just had a couple
unless, Larry, you had something in between.
MR. WEISS: No. Not surprising.
FURTHER - EXAMINATION
BY-MR.ALPERT:Q. Mr. Fisher, when you were, I think,
answering one of Mr. Nazarian's first questions
after I got done, you were talking_ab~Qt_theR~agreements , and I think you might have ~aid
something about McLeod giving something back toQwest. If you said McLeod giving back, did you
really mean Qwest giving back?A. No, I meant--there were circumstances
under which the payments that Qwest was making to
McLeod under Exhibit 1 , our verbal agreement
provided that we pay back to Qwest.Q. Maybe I'd have to go back. have real time, I I d have doing back and
, but performance indicators, is that
thing as saying something about servicestandards?A. Yes.Q. And so there were discussions
continuing on with McLeod between Qwest and McLeod
after October regarding service quality standards
and specific performance indicators between the
two companies?
don'look at
the same
quali ty
0077
0078
A. Yes.Q. And so McLeod was working on trying to
get some level of commitment to service quality
from Qwest that was more than just parity as we
call it? It was benchmarks and service qualitystandards?
A. McLeod , because of its neutralitystand, was having discussions specifically with
Qwest about how many customers would be brought
back into service within 24 hours , for exampleand the level of service that we would like to
obtain. We had discussions back and forth.
Never , to my knowledge , had arrived at a finalagreement. And we certainly were aware that there
were ongoing activities within each of the 14
states. And in some cases, groups of states, inorder to establish that. That was moving at asnail's pace , f~om my perspective. And so wewere continuing to try to work with Qwest to see
if we could work out certain levels of service
and the consequences associated with them not
meeting certain levels.
MR. ALPERT: I have nothing further.
MR. NAZARIAN: I have no additionalquestions.
MR. WEISS: I have none. I presumewe're adjourned.
THE REPORTER: Who all wanted copies?
MR. NAZARIAN: As soon as you couldconceivably do it.
MR. ,ALPERT: I would like to get an
electronic and a written copy and if you could
just send it to that, I'll give an e-mailaddress, steve.alpert~state.mn.us. So it's myname, with a dot in between the first and last
name , ~state.mn;us.
MR. LAVEY: I'd like to get a copy.
And there's my e-mail down here.
(Deposition concluded at 2:25 p.
Affidavit of Blake O. Fisher
June 12.2002
Page I of 10
AFF1DA VIT OF BLAKE O. FISHER
My name is Blake Fisher. I retired in May 2002 from McLeodUSA where I held a
variety of senior executive positions, including, at relevant times. Regional President
for the Western Region as well as Group Vice President and Chief Planning and
Development Officer. I now live in Park City, Utah.
This affidavit explains the circumstances surrOtmding the negotiation and
implementation of an agreement with Qwest Corporation (uQwest"') to provide
McLeodUSA with volume pricing for all purchases made by McLeodUSA from
Qwest. The events described in my affidavit took place when I worked for
McLeodUSA.
I was McLeodUSA. s lead negotiator for the negotiations that resulted in ~ series of
agreements, including the volume purchase agreement. Initially, I was negotiating
with John Kelley at U S WEST. Later I was negotiating with my counterpart at
Qwest. Greg Casey. Following the merger with U S WEST, Mr. Joe Nacehio,
Qwest s CEO,anended a meeting in Cedar Rapids, Iowa., where. among other things,
the possibility ofvolurne pricing was discussed. I also attended that meeting. Qwest
representatives at that meeting infonned us that they Were meeting with many of
Qwest s large customers. They also told us that Qwest intended to treat us as a large
cUstomer. Mr. Nacchio explained that Mr. Casey was responsible for our wholesaJe
relationship with Qwest. Mr. Casey told me that Mr. Nacchio had to give final
approval to any significant transactions between Qwest and McLeodUSA.
I-B L.er
i DEPOSmON~rr
Affidavit ofBlak~ O. Fisher
June 12. 2002
Page 2 of 10
The US WEST negotiating team,. and 1at~ the Qwest negotiating team. also included
Audrey McKenney, who reponed to Mr. Casey, and Arturro Ibarra, who reported to
Ms. McKenney. Stephen Davis was occasionally involved in the negotiations.
particularly when the topic turned to regulatory matters.
The McLeodUSA negotiating t~ included Jim Balvanz, who was a Vice President
. of Finance and Stacey Stewart, who was a Vice President ofILEC Relations and
Performance Measurements at the time. This is the same team that had negotiated
with U S WEST before the merger. Once Mr. Casey and I negotiated broad
agreement parameters, the other members of our teams would work on negotiating
the details of the agreementS.
The genesis of the agreements that include the volume pricing occurred well before
the Qwest / U S WEST merger. Prior to the passage of the Telecommunications Act
of 1996, McLeodUSA purchased Centrex Common Blocks from U S WEST under
various state retail tariffs and fe-sold the services to our customers. On the eve of the
signing of the Telecommunications Act of 1996, U S WEST withdrew its offering of
Centrex Common Blocks to new customers in all of its 14 states. McLeodUSA
sought state regulatory action to stop or reverse US WEST's unilateral withdrawal of
its wholesale Centrex product. We,were largely successful inthese regulatory cases in
retaining our right to resell U S WESTs Centrex product. McLeodUSA continued
reselling U S WEST (and then Qwest) Centrex products in those states in which our
right to resell the product was upheld. We also began reselling1FR and 1FB Wlder
the resale provisions of the Telecommunications Act Later, we began to avail
ourselves atONE-Platform products.
Affidavit of Blake O. Fisher
June 11.2002
Page 3 of 10
Financially, the Centrex Common Block products and the subsequent resale produCtS
would not work for McLeodUSA over the long tmn. The margins on both forms of
resale were too thin to sustain and grow the company.
Before the merger, we approached U S WEST and told them that we wanted to
convert all of our customers to UNE-, which had much better margins. US WEST
said that we could not just convert our customers - that there would be a lot of work
and cost involved - and that the conversion would be difficult and time consuming.
I explained to U S WEST that all we really wanted to do was to leave our customers
on the same lines that they currently had. with the same features, but to get the best
pricing available. At the time that was UNE.P pricing and we told U S WEST we
were entitled to such pricing for the services we were using.
10.U S WEST responded that it believed it could provide McLeodUSA with an
acceptable product at pricing that worked across its region, so we began negotiating
the parameters of the product and its pricing.
11.Prior to the Qwest / U S WEST merger, we were unable to agree on ,pricing that made
economic sense for McLeodUSA. After the merger, however
, Qwest expressed a
desire to improve its relationship with McLeodUSA as a customer. Joe Nacchio
indicated at the meeting in Cedar Rapids referenced above that Qwest recognized
competition was developing in its local markets. Therefore, Qwest intended to
strengthen its wholesale business and relationships with its wholesale customers.
Specifically, Qwest indicated that it hoped to find a way to make it economically and
operationally attractive to keep our traffic on Qwest' s network if possible.
..._---~,-_--.-.-.--.-------. .-
Affidavit of Blake O. Fisher
June 12 2001
Page 4 of! 0
12.The result of our continued negotiations was a product that Qwest calls UNE.M or
UNE Star. UNE-M was intended to be a flat-rated, UNE platfonn product that
allowed us to convert our resold Centrex lines directly to UNE-M lines. As we
continued to discuss pricing, however, it was clear that the pricing Qwest offered was
not good enough for McLeodUSA to warrant keeping our traffic on Qwest"
network. ,
13.When we pointed this out to Qwest, the concept of Qwest providing McLeodUSA
with improved pricing on all of our purchases - based on volume commitments - was
developed during our negotiations. I do not now recall whether Qwest or
McLeodUSA fITst proposed the idea. but it became a central component of the
agreements we were discussing.
14.After substantial negotiations with U S WEST first, and then With Qwest, Qwcst
agreed to provide McLeodUSA the benefit of volume pricing on all of McLeodUSA'
purchases from Qwest. The volume pricing applies to all products and services
purchased by McLeodUSA from Qwest including access, wholesale long distance
capacity trunking, private line, unbundled network elements ("UNEs ), collocation.
resale services, and tariffed products and services. The volume pricing applies to all
purchases made by McLeodUSA from Qwest inside and outside ofQwest s 14-state
ILEC territory.
IS.As a result of our ~egotiations, McLeodUSA and Qwest entered into a number of
written agreements between September 19, 2000 and October 26 2000, including
three that arc essential to understanding the volume pricing:
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-_.._-
Affidavit of Blake O. Fisher
June 12. 2002
Page 5 of 10
a. Purchase Agreement signed October 26, 2000 and effective October 2, 1000
covering purchases by McLeodUSA from Qwest (the "McLeodUSA Purchase
Agreement"
b. . Purchase Agreem~t signed October 26, 2000 and effective October 1, 1000
covering purchases by QWes1 from McLeodUSA (the "Qwest Purchase
Agreement
c. The 8th Amendrnent to the McLeodUSAlQwest interconnection agreement.
16.The 8th Amendment to the McLeodUSA interconnection agreement with Qwest set
out the terms and conditions for the UNE Star product, including state-specific flat
rate pricing negotiated by Qwest and McLeodUSA.
17.The McLeodUSA Purchase Agreement is a take or pay agreement. That is
McLeodUSA committed to purchase a specified volume of products from Qwest
during specified time periods. If McLeodUSA fails to make the requisite pUrchases,
it is still obligated to pay Qwest the difference between the dol1ar amount of
purchases it actually made and the minimum commitment amount in the purchase
agreement. In Year 1 of the contract (ending on December 2001), the commitment
was (TRADE SECRET BEGINS)$ 1 50.000,000 (TRADE SECRET ENDS). By the
end of 2002, the cumulative commitment is (TRADE SECRET
BEGINS)$310 OOO OOO(TRADE SECRET ENDS) and, by the end of 2003, it is
ITRADE SECRET BEGINS)$480 OOO,00OITRADE SECRET ENDS).
believed we could exceed these commitments and shared that view with Qwest
Exhibit 1 is a true copy of the McLeodUSA Purchase Agreement, which was entered
into by McLeodUSA and kept by it in the Donnal course of business.
Affidavit of Blake O. Fisher
Junl: 12. 2002
Page: 6 of 10
18.The QWl:st Purchase Agreement is also a "take or pay" agreement. In addition.
Qwe:st orally agreed to increase its commiunent to give: McLeodUSA a volume:
purchase discount of up to 10%, to provide an incentive for additional purchases
under the McLeodUSA Purchase Agreement. In order to obtain a higher percentage
McLeodUSA had to increase its purchases.
19.The percentage reduction depends on the volume of purchases by McLeodUSA from
Qwest The table: below shows generally out how the voluml: pricing works:
October 2000 through 2002 2003
December, 2001
Aggregate Percentage Aggregate Percentage Aggregate Percentagl:
Purchases Reduction Purchases Rl:duction Purchases Reduction
(TRADE
SECRET
BEGINS) 178-(TRADE (TRADE1 88/TRADE SECRET SECRETSECRETBEGINS)BEGINSIENDS!,$199-$199-
(TRADE 23 Om)TRo\D 250m(TRAD
E SECRET E SECRETSECRETENDS(ENDS(BEGINSI
$189-
199mlTRADE
SECRET
ENDS)
ITRADE 10%(TRADE 10%(TRADE 10%SECRET SECRET SECRET
BEGINS) ::-BEGINSI ;:.BEGINSI ::-
$199m(TRAD $230m)TRA S250mlTRAE SECRET
I DE SECRET
DE SECRETENDSIENDS)ENDSI
20.The volume pricing is applied to every purchase made by McLeodUSA. not just the
purchases above the minimum. So, for I:xampll:, if McLeodUSA spends (TRADE
SECRET BEGINS)$200 OOO OOO(TRADE SECRET ENDS) with Qwest in 2002 it
23:
Affidavit of Blake O. Fisher
June 12.2002
Page 7 of 10
will be entitled to a (TRADE SECRET BEGINS)$16(TRADE SECRET EJ"mS)
million payment, calculated by multiplying 8% times every dollar sp~t. If
Mcleod USA spends (TRADE SECRET BEGINSI$250,OOO OOOfTRADE.
SECRET ENDS) with Qwest, then it will be entitled to receive (TRADE SECRET
BEGINS)$25(TRADE SECRET ENDS) million, calculated by multiplying 10%
times every dollar spent. If McLeodUSA purchases fall below certain levels, there is
no guaranteed payment.
21.I asked Qwest how I could be sure that it would live up to its agreement to provide
the discount ifMcLeodUSA signed the Purchase Agreement. Qwest responded by
suggesting a mechanism to guarantee that McLeodUSA would receive a payment of
at least a portion of the agreed.to discount each year in, return for its minimum
purchase requirements, that increased over time.
22.That mechanism suggested by Qwest is the combination of the Qwest and
McLeodUSA Purchase Agreements. The Qwest Purchase Agreement requires
Qwest to pUrchase (TRADE SECRET BEGINS)$15.84(TRADE SECRET ENDS)
million in products from McLeodUSA in 2001 , (TRADE SECRET
BEGINS)$18.32(TRADE SECRET ENDSj million in products in 2002, and
(TRADE SECRET BEGINSJSI9.92(TR.\DE SECRET ENDS) million in products
in 2003.
The Qwest Purchase Agreement identifies products offered by McLeodUSA. We did
not discuss any specific products that Qwest would purchase from McLeodUSA.
Thus, McLeodUSA viewed the Qwest Purchase Agreement as a mechanism to insure
that McLeodUSA would receive some, if not all, of the benefit it was entitled to
Affidavit of Blake: O. Fish~
June 11.2002
Pag~ 8 of 10
under the: oral volume pricing agreemc:nt The commitment amounts in the
QweS1
Purchase Agreement were calculated by applying an 8% volume discount percentage
(from Qwest and McLeodUSA's oral agrceme:nt) to the maximum McLcodUSA
projected expenditures for that pc:rce:ntage.
24.Another component to completing the transaction that gave McLeodUSA access to
UNE-M and the purchase volume pricing was McLeodUSA,'s agreement to remain
ncutral regarding Qwest s Section 271 application. Qwest made it clear to me that
for Qwest to enter into the UNE-M and volume pricing an-angements, McLcodUSA
had to agree to remain neutral on Qwest s Section 271 applications, McLeodUSA
agreed to remain neutral provided Qwest complied with all of our agreements and
....ith all applicable statutes and regulations,
25.Exhibit 2 to this affidavit is a true copy of a document titled "Outline of Major
Tenns" and dated September 19 2000. This document was created jointly by Qwest
and McLeodUSA at the September 19,2000 meeting. It is an accurate description of
the tenDS that had been discussed between the parties as of that date, including the
terms hammered out during an all-day negotiation session.
26.Exhibit 3 to this affidavit is a true copy of an e-mail I sent to Jim Balvanz, who
forwarded it to Stacey Stewart on October 23 2000. Attached to Mr. Balvanz s e-
mail is an October 21, 2000 e-mail from Audrey McKenney to Mr. Balvanz, Randall
Rings (McLeodUSA's General Counsel) and me. Ms. McKenney s c-rnail included
the attachment printed -out on the second page of Exhibit -
' Exhibit - was rece:ived
and kept by me in the ordinary course of business.
--.. ~~ -~
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r' -
Affidavit 0 f B lake O. Fisher
June 12, 2002
Page 9 ofl 0
27.The second page of Exhibit 3 is an Execl spreadsheet prepared by Qwcst showing
Qwest's counterproposal to a volume pricing proposed by McLeodUSA during the
. negotiations discussed above. In this spreadsheet, Qwest proposed a discount rate
ranging from 6.5% to 10%.
28.Exiu"bit 4 to this affidavit is a true copy of an e-mail found by McLeodUSA in Mr.
Balvanz's files in the course of responding to information requests &om the
Department of Commerce. Mr. BalVanz DO longer works with McLeodUSA I was
copied on this e-mail
29.Exhibit 4 con tams five questions asked of Mr. Balvanz by Gary Dupler, then our
Gt-oup Vice President of Network Developmcnt., aDd Mr. Balvanz s handwritten
responses to those questions. The questions all relate to the discount agreement with
Qwest. At the time, Mr. Dupler was respoI1S1"ble for network planning at
McLeodUSA I have n:ad tbrough each ofthc questions and responses on ExhI"bit 4. I
am familiar with Mr. Balvanz s handwriting and recognize the handwriting on Exhibit
4 to be his. Based on my personal kno,?,ledge, Mr. Balvanz s handwritten responses
to each question arc accurate and correct.
1 declare under pmalty of perjury under the laws of the United Stales of America and the state of
Minnesota that the foregoing is true and correct.
Further affiant sayeth nol
.... ...
Signed this j.l day of June, 2002
r:::; L'"
....---:-
- 0 '--
~ ~
Blake O. Fisher
c:;,
Affidavit of Blake O. Fisher
June 12. 2002
Page: 9 of 10
27.The second page of Exhibit 3 is an Excel spreadsheet prepared by Qwest shov.lng
Qwest s counterproposal to a volume pricing proposed by McLeodUSA during the:
negotiations discussed above. In this spreadsheet., Qwest proposed a discount rate
ranging from 6.5% to 10%.
28.Exhibit 4 to this affidavit is a true copy of an e-mail found by McLeodUSA in Mr.
Balvanz s files in the course of responding to information requests from the
Department of Commerce. Mr. Balvanz no longer works with McLeodUSA. I was
copied on this e-mail.
29.Exhibit 4 contains five questions asked of Mr. Balvanz by Gary Dupler, then our
Group Vice President of Network Development, and Mr. Balvanz s handwritten
responses to those questions. The questions all relate to the discount agreement with
Qwest. At the time, Mr. Dupler was responsible for network planning at
McLeodUSA. I have read through each of the questions and responses on Exhibit 4. I
. am familiar with Mr. Balvanz s handwriting and recognize the handwriting on Exhibit
4 to be his. Based on my personal knowledge, Mr. Balvanz s handwritten responses
to each question are accurate and COITect.
I declare under penalty ofpeIjury under the laws of the United States of America and the state of
Minnesota that the foregoing is true and correct.
Further affiant sayeth not.
Signed this day of June, 2002
Blake O. Fisher
Affidavit of Blake O. Fisher
June 12, 2002
Page 10 of 10
Signed before me this day of June, 2002.
Notary Public
Docket No. P421/CI-Ol-1371
Exhibit #
Contains Trade Secret Infonnation
l="i$I.'Itj
i DEPosmONEXH IT
I .
Au.-3D-ij J 1(J::~:il:I r rcm-Q\\HT L:UAL C:rAimElti ;:msw;H:;, ~z::/a::: i-;:::
SliBJECT TO RULE OF EVIDENCE 403
Purchase A!!1"ecm c=nt
(Trade Secret Data Begins
" .
This ~e Agr~mcnt (UP An) is made and entered into by and b:tw~n McL~odUSA
Telecommunications Services, Inc. and its subsidiaries and affiliat~ ("McLeodUSA'~ and
QWe$! Communications Corp. and its subsidiaries rQw~st (collectivi:ly, the "PaniCs)
effective on the 2nd day of October, 2000.
(ji)
":'"oQ
The ~arti~ have entered in to c:nt~ into this PA to facilitate and improve thcir busim:ss
and operariocal activities, a.greemeni:s and rdationships. In' cozisidc:ranoD of the cov~ts
agreements and promises contained bdow the Parties agree to the following: .
1. This PA is entered into between the Parties based on the following conditions, which are
a material part of this agreement:
This PA shall be binding on Qwest and McLeodUSA and e~ch of their r:sp~tive
subsidiaries, affiliated corporations. successors and assigns.
This P A may be amended or altered only by written instrument executed by an
authorized representative ofborh. Partics.
1.3 The Parries, intending to be legally bound, have executed this PA c:Ef~ctivc as
October 2 2000, mmultiple counterparts, each ofwbich is dc:md an original, but all ofwmch
shall constitute: one and the: same instrument. .
., ..-"':'
1.4 Unless tc:rmiria.ted as provided in this section., the initial term of this PAis from
the date of signing unril December 31, 2003 ("Initial Term") and this P A shall thereafter
automat:ic::illy continue until either
p~
gives aileas'( six (6) months advance written notice of
te:rmmation. This is Amc=ndment can .only be:: terminat:d during the: Initial Term, or at any time
thereafter, in the event of:
a. matc:rial breach of the terms of the Agra:ments or this Amendment
whichremaiIls unresolved and UIlcompe:nsated following application ofthc:: dispu:t.e
resolution provisions ofmis ~cemcnt;
1.4.2 a. material change in the tel~mmun.icarions industry pricing structure that
is so adverse to McLeodUSA so as to make this PA useless; or
1.4.a termination oftha! certain Purchase Agreement with a like ef!c:t:tive &t::
pursuant to which McLeodUSA puichas~ Produc:ts (defined. below) from Qwes!.
1.5 All factual pri:condirions and duties set forth in this P A are, are intended to be
and are considered bythc:: Parties to be, rc:asocably related to, and dependent upon each other.
If either party s performance of this P A or any obligation under this PAis
prevented, restricted or interfered vvith by causes beyond such Parties reasonabl~ comot..
-"':'
~O~PLiBLlC DOCUMENT
. ! -
CO:\T.-\!~S TR.~DE SECRET DATA
olInl1"
: ""CO
"""""
--0
~JJ~:~-'Jj : r ::Q-~:~i L~G.:.l ~E?A~i1'.:,~i
:_~::.. :.;:.;::::
~;~;z~zm:~~~n;:
'::;
SUBJECT TO RULE OF EvlDENCE 40&
including but not limited to acts of God, fue, explosion, vandalism which reasonabl: 'DI':caurions
couId Dot protect against, storm or other similar occurrence, any law, order, regulatio~ ~ction,
action or requ~t of any unit of fed~ STate or local gov:rnm=nt, or of any civil or militaIy
authority, or by national emergencies, insurrections, riots, wars, strike or work stoppage or
vendor failures, cable cuts ,shortages, breach or delays, then such parcy shall be excused from
such perfonnance all a day-to-day basis to the c),.'tent of such pn:vcnrlon, r:.stricrion or
intm~nce (a "Force Majeure").
. -
1.7 Without the prior written consent of the oiber party and except as set 'forth belowor to th:: extent required by law, neither party will disclose to any pc:non the existence or cOnt~tof this agreement, or material terms. of the agre~ent. In the event that either party concludes
that disclosure is required by appliC3ble law. inclucfu1g but not limited to the regUlations of the
Sc:curiti~ aDd Exchange Commissio~ such party v.ill provide the other party with prompt notice
. thereof and an opportucity to CQmment on such disclosure prior to such disclosure and sut:b. pa..'1ywill disclose onJy the informarion that, in me opinion of its coUIlSel, it is requircd by sw:h law to
disclose. In the event that either party or any of its Rc:pres~ntativcs is requin:d by a
goVc:mn:ienta! authority or in connection with a. legal proceeding or pursuant to legal precess to
disclose any of the Evalua:ti.anMaterial with respect to which such pany is the receiving party or
any othc=r matter refi:IIed to in the irim1~diatcly prcc~g paragraph, it is agreed that such partywill provide ~e other parry with prompt notice of each such request or requirement so that suc:.hother party may seek promptly an appropriate protective order or otha- appropriate remedy
and/or 'Waive compliance by such party subjcctto-such request or rcquircment v.ith L'!J.e
provisions of this P A and the party giving notice shallusc its commercially reasonable efforts toassist the party seeking protection. In the event that such protective order or other remedy is not
obtained promptly, such party subject to such requircm=nt may furnish that portion (and oDly
that portion) of me P A or oilia informanon with. respect to such matter that, in the opinion of itscounsel. it is legally compelled,to disClose and Will exercise its commercially reasonable efforts
to obtam reliable assurance that conndcntiaJ. treatment willbe accorded any inform.a:1i.on so
furnished.. The term "person ' as used in this Agrc::ment shall be broadly interpreted to include:
without limit:arion my corporation;companY;'Partnership; orga!liz.atioIl, bank, group, individwUor other entity.
Neither party v.ill present itself as representing or joinIly I:DMk~ting services withthe oth~, or market its services usm.g:tb.e namc ofthe other party, Vtithout thc prior written
consent of!he other party. '
:. ... -" ..
2. In consideration of the agrc:cm~nts and covenants set fonh above and !he enrire group of
cov~ants provid~ in section 3 McLeodUSA agrees to purchase from Qwest, or one of its
affiliate corporations, during the Initial Term of this P A, at lcast'$480 million worth of
tc1c:commUDicatioDS, enhanced or informmon services, nctWork elements, mt!:rconne:crion or
coUocarion services or clementS, capaCity, termination or origination servic=s, switching or fib~rrights (the "Products ), at prices previously' quoted by Qwest, including but not limited to, an
any products 01' updated productS far wholi:saJc long. distance services purchased, the higheSt
discount level available for thaI product, subject: to' the terms of this section 2.
!\O~PLJBLIC DOCUYiENT
. :; .
CONTAINS TRADE SECRET DATA
0 If-Oi 1 h
~'-"...;q
rr::.!1-mH ~:liAL ~c;:':'~iLEji .,.:;mmm ?, uz:/m r-"cr1
SUBJECT TO RULE OF EVIDENCE ~O8
2.1 Subject to thc provisions of this section 2, by Dec~mber 31
2001,McLcodUSA will purchas~ a minimum of$15D million of Products ~d in the eYeDtpu:rt:hases by McLeodUSA do Dot meet this minimum, McL:odUSA to make apayment to Qwest, no later than January' 2002, in an amoUnt eqUdl to the difference
. .
betwcen actual purcbas~ and the minimum.
-...;,.
Subject ro the provisionS of this section 2, from January 1, 2001 through
Decemb~ 31, 2002, McLeodUSA will purch.2se It cumulative minimum of $31 0 millionof Products, aii.d in the event purchases by McLeodUSA do not IIleet this minimum,McLc:odUSA agrees to nW:c a payment to Qw~ no later than J a.nuary 15, 2003. in anamount equal to the: difference. beTWe~n actual purchas:=.s and the minimum..
2.3 Subject'tO the provisions of this section 2, From January 1 , 2001 throughDecember 31,2003, McLeodUSA will purchase a cu:mularive m.inimum of$480 million. ofProduc:ts, and in rhc event purchases by McLeodUSA do not meet thiS miDbnum
McLeodUSA agre..--s to make a payment to Qwest, no later than January 15 2004, in anamount cqual to the difference betw~n actual purchases and the :minlmum.
' .
2.4 The minimum purchase re.quirc:'mcms provided above shall bl: changedproportionally, but in no event to exceed $480 million in the cumulative aggregate
, if thefollowing occur to a material d~gree;
2.4.1 A reduction in the rates for any of the ProduCtS.
2.4.2 Products are no longer offered without adequate substitution.
2.4./my sale of C1im:nt Qwest exch3nges where McLeodUSA isdoing business.
c:.
2.4.4 Delays in the delivery of an ordered Product that caUSeMcUodUSA difficulty in meeting its minimum comminncms.
2.4.5 Release, sale. transfer or relinquishment of any currentcollocation back to Qwe:st by mutual agreement.
2.4.6 McLeodUSA's business is pr~cnted, restricted or interferedwith by a Force Majeure as descn"'bed in seCtion 1.7.
2.4.~ges in technology eliminating the Deed for certain services
provided by Qwcst:. provided Qwest has the right offusr refusal to provide the: ~hnology.
Th~ Panics will meet to discuss all propo~cd changes in
requirl:DlCI1t5 or payments punuant to this section 2, and will resolve any disputes pursuant to EscalationProcedures to be developed by the Parties, before any payment or change in requirement ism~~
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
(J11 ~'1'"
AlJi-3Q-ai i I ;00401 Fr~tlESi LEGAL DEPAmE/(i Ho:mms;T-m p.D25ma ;-uQ3
SUBJECT TO RULE OF EVIDENCE .(08
2. 6 The tak: e 0 r pay p urch as e rc q uirc m c: Il ts 0 f this s ec. ti 0 n at:: sp i:clfi ca.ll yconditioned on the rates offered for the Products as of the date of this P A remaining in cifC'"-t atlevels no higher than the rates quot~."""CI
3. In consideration of the agreements and covenants set forth above and the: entire group ofcovcn.ants provided in sCction 2. all taken as a :wholt; with StIch consid~on only beingadeq~ if all such agreem~ and, COVC1W1tS are made and are enforc~ablt; Qwcst a~e.s tomake the ~ducts available for purcp.asc by MCLeodUSA, at such rates and on such rerm.s andconditions as agreed.
, -.',. --";--
rR~~der ofp~e intfmtic~'U 1buinkJ
. ..'.. --., ......... . .."-'."." .'. . .~.. . .. - '..., '..... .'" - - .. ., .,... ... -. ...... . .. -.. -'" .'. '. ". '" .,. '.' .. '. "." '. .::.
NONPUBLIC DOCWMENT
CONTAINS TRADE SECRET DATA
110118I .
Auc-jU-UI II :~Ula F(~-Q~~T LEGAL ~FAR~NT
l~/~bJ~~~~ l~: ~I ~~L~~~~b~mm24SSS T-(9i p,DHnJa i-OO::::.u.J11/.J..!.M/I':'..J.:t:.XI/~ r~ 1::::
STJ:B1Ecr TO XULB OF ~ENCB 40&
Tnde SKret Data Ends!
Made md entered mto on the d.e.t:: written abov~ by McUocIDSA and Qwcrl.
. -
Mc:LeadUSA Te1ecO!l1IIlunicmoDS
SemC:/!l, Ine.
Qw~ Communications Corp.
~~~-
Authoriurl Signature
,:;:;
Awhorlzed Signature
""Q Blake O. Fisher. Yr.
. N Im1C Printed!ryp Name PriDtcdtfypod
GroUD Vice President
Title Title
adobe!" 26.2000
Date Od.ober 26. 2000
Date
H:~TOl' i 02500
NONPUBUC DOCUMENT
CONTAINS TRADE SECRET DATA
0 LLq1J
~s~3a-\J1 II:Ollai ;:rom-Q~EST LEGAL DEPARnEliT
r.dOi'Q)TEBT.:r;TTfGifiON SiJppogf - -
. n.
S'CJBkT1'O ill!.! OF EVtDsNCE 401 '
Hommes T-m P.D2IIm F-ao'3
- .---------
\Tc'UHo. 26' 00 i3:09/Si'. t3:07fiO, 4861183380? a
M~c: ~..c:n:d mta en d4%= WtitIat ahtIVCl by Mc:U:od.USA =:d Qw=3t.
-co M d.eua "'USA l' d etIJ m zn. D b f ea f:i 0 12 !
ServiC:r=1, he:..Qweat CDmmunia~n! Corp.
A~ Signature
Blake O. Fisher. If.
N a!!1 == Prm tcdIT yPcl
. -
; 0
...~-. ,.
~e;;O~'f ""'1. C"I- se;
. Name ~ypcd
Gm~ Vice Pres1&nt
TrtIc:J;X!!C I r.J-I'~
Title
Octob::r 26 2000
lA'tz!O~beF 25. 2000D:t:,
H.:Q:IIatqI'Dp I ~a:I
- 5-NO~PUBLIC DO~UMENT
CONTAINS TRADE SECRET DATA
,..,,-,. ~C
-.. .-......
OUQ1~
Docket No. P421/CI-Ol-1371
Exhibit #2
Contains Trade Secret Information
I .
------"-'.-
PRIVILEGED & CONFIDENTIAL - FOR DISCUSSION PURPOSES
OUtlin~ of Major TI:I1ns
September 19 2000 '
Q will provide billing tapes to allow 1\'f to bill access charges sL1rting with usage for themonth of October (or possibly Sc:ptc:mbc:r- Q to confinn) and going forward. M will notcharge Q access ratl:S on M platform lines at a rate highc:r than the rate Q charges M.
Q willpay M (S 18 million) to settle a past billing dispute ovl:r access charges for the: (2d & 3dJ .quarter of2000 and a release of claims for a new M platform from the date oEM's request. .
M will pay Q ($29 million) for conversion and termination
fees associated with the changesto a new Mplatform created by the panics. (Judy and Stacey to work on platform issues
anddetails) (Audrey needs to confirm whether 2d quarter settlement is available).
Q will offer v.m. & DSL (& .net - to be confirmed by Q) to M region-wide at retail rat~. subj~t to paragraph 6. In addition, if any new products offered by Q the parties will meet to
discuss product offerings through a business-to-business relationship.
Q will develop state-by-state M local platform pricing for services (including & not limited
to loops, ports, features, etc.for a 36 month period (M to identify features it desires to sell
and provide to Q by 9/22) (Q to provide pricing by 9/29).
M will provide information to allow Q to develop LD rates by 9/22 and Q will provide LD
pricing by 9/29.
Within 2 days after receipt of pricing, M wiU deliver a forecast based on the rate information
and will propose a 36 month total revenue commitment to Q (including revenue from ail
services and products purchased by M 1Tom Q, including & not limited to new M platformresale, LD, Private line, V.m., DSL, DIA. etc.) with a firm. substantial portion of the totalcommitment in the form of "take or pay." In the event of significant competitive pressuresthe parties agree to provide for a review of the pricing. The parties will address a review ofthe 'take-or-pay' amount in the event Q can not or docs not provide services substantially inaccordance with the agreement.
Based on the proposed commitment by M, within 5 business days, Q will propose volume
and term discounts bas~on quarterly revenue targets, to be paid back to M by Q on aquarterly basis.
AI:. a condition to Q completing this transaction, 1\1 must take a neutral stance on Q 271relief and agree to develop a joint prc:ss release with Q announcing this arrangement. M and
Q will work jointly on service standards. This is a material provision of this agreement.
The parties will continue to work on a program for securitization of receivables to allowcapitalization by M (Audrey is working on these details and will provide input by 9/29).
9. The parties will continue work on an agreement to address M trunking needs. (Audrey to
""': ,;,
investigate pricing issues and provide ideas for how M can help address these issues and M
needs to update LIS forecast by 9/29).
10.The parties ,viII develop a clear escalation process to address problems, issues, disputes andconcerns raised by the parties.
rn"IClnt:"ITI /\
Docket No. P421/CI-Ol-1371
Exhibit #3
Contains Trade Secret Information
I .
From:James T. Balvanz on 10/23/200009:39 AMTo: Stacey D. Stewart/MCLEOD(tYMCLEOD
cc:
Subject: Another proposal- with attachments
Forwarded by James T. BalvanztMCLEOD on 10/2312000 09:43 AM
--i L ;
: :
i.-t--1' Blake O. Fisherr:: U.,W. 10/21/200004:19 PM
To:James T. BalvanzlMCLEOD(tYMClEOD
cc:
Subject: Another proposal - with attachments
Jim,
I have agreed to this. We will be having additional conversations about DSL and Voice Mail after this
agreement is signed.
I concluded we couldn t get anymore right now, but I think if we can find out of region stuff we have a great
opportunity to get more. Please give me a call at 435-658-3338.
. ----
Fol"Narded by Blake O. Fisher/MCLEOD on 10/21/200003:21 PM
----------
Audrey McKenney c;axmcken~uswest.com;:. on 10/21/200002:46:46 PM
To:Randall E. Rings/MCLEOD!9)MCLEOD. Blake O. Fisher/MClEOD(g;!MCLEOD. James T.
BalvanzlMClEOD~MCLEOD
cc:
Subject: Another proposal - with attachments
Hi Folks - Here's the proposQl with the ~tt~chment.
Thanks Audrey
00 Qcounter.xls
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Docket No. P421/CI-OI-1371
Exhibit #4
Contains Trade Secret Information
From: James T. Balvanz on 03101/2001 06:08 AM10: Gary E. DuplerlMCLEOD
cc:
Subject Re: Owest agreement
From: Gary E. Dupler on 0212812001 02:24 &,f.I"t.A)"'*LI'7y - '!7 JU-?W. ~Iu
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Gary E. Dupler on 0212812001 02:24
, James T. BalvanzlMCLEOD(IDMClEOD
Roy A WilkensIMCLEOD~MCLEOD. Eric W. WilkensIMCLEOD~MCLEOD. Howard W.O~~~~~~~~~~~ob
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~C::~~~ ~J~~~e~~~p litrock. net(g? MCLE OD .loon ventonlMCLEODiWMCLEOO, Larry C. UtlJefieldlMCLEOD~MCLEOD
. Jay D.GulicklMCLEOD~MClEOD
Subject Owest agreement
From:
To:
cc:
Jim
i have the following Questions related to the subject agreement and am copying a limited number of
individuals with the understanding that this is considered highly
confidential information. As i understand itthere is a 6-10% additional discount on the prices we pay for all qwest services.
As such i need 10understand and all of those copied need to understand at least the following:
1 )How and under conditidns does this discount apply?
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2)Are you sure that it has already been incorporated in all of our network access budgets? for examplehow did it get applied to qwesl IXC producls we buy?
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3)How do we determine if this discount has been applied to new services
we get quotes on from Owest ordo we know that it has not?
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4)who makes sure that we are receiving the discount since it is not applied to a specific bill?
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5)Are we sure it was included in the CO break-even analysis?
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these are basic questions, thai aU of us need to understand. Please advise how you wish to handle theresponse to these either in an emaU or a meeting. However, i must make sure that at least certain peoplein the network organization knows this information.
. Gary
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CONFIDENTIAl
suarEC' 'ItJ I1J1.E oF
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i DEPOSmONEXH IT
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brrbne A.~e.nt
(tndc Sed'l'DIU Jclt8S
'IbIs Parcbas& ApctneJI c"p j is made 8nd m==:limo b)' and 'bctw=n M c!. ~ d! 1SA
I' -r~nm Scrvi=s, Inc, md its ~c!;ml!$('"McLcadUSA") and
C..........."";c-rl!'lD$Cmp. md ia sabsidia:ri= rQtllCSt") (cclkaMJy.1he ""Parties'") ~vc: tb'
. day of 0dDbc:. 2000.
11= Parties have m1CRd in 'to cn= into mi5 P A 10 faci1it= aDd Uapravc thcjr business
me! &di.,aDd In t'm'Io:i~an of tM =vcmmu.
pramiscs bc1aw1bc aF= tD thI: foUawiDg:
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'iDta beIw=IL 1bc Panics base.cl aa 11= fa UowiDg COtI ~ ri 0'\0:which ;rre
%t'~l pet af'tbis
. 1.-rmsPAsbaIl be bi:diDs em QwestmdMcI..cacruSA aDd each cfthcir ~~p.-tive
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or a1Im:d cmly by wriu= imtrumem
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l~ 11= wJ~"1D ba 1ep1Iy be=: 1mR !;:N:' ..1~tbis PA ~Ii~as of
OdeD: 2. 2DOO; in =Wp18 each af wlUcb. is dc::=cd lED aripal. but all of wbic1i
sba11 comUaIt& cma m4 1bt: am8
lA um..s 10-. ; 1..-(.-.3 8S pnmd8d isitis s=:t!cD. u:litiahcun of \his PAis fnm1
me de of siPc.UDIil Deo- '31i-2003 ('1Dm1 Tr:mj 1his E' A shaD.
mv-"'" -1\1 u.. 1ZDIi1 c:i1hI:r Ji1ra ~ last ax (6) advmc=e anica or
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pl&Ol ""(IYfa 1Ibicb Mr- y ~TS;4.pm:bascs Prcducts (gefme4 bclaw) &am
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of this P A at arq cbJi p1icm 1mdcr 1b1s PAis
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NONPUBL.IC DOCUMENT
CONTAINS TR.ADE SECRET nATA
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SUSJECI'ro R.t:TlE OF E:VlDENa ~I
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~C pro=:: a.pinn, snmn or other similar any Law, a:dc'~cn. ~-Cti0!:.,
=ian or of m:y ~ t of fedcnl, m:t& or go
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In af any c::M1 at mili tz::y
amhority, or by nmDD3l c:magcccie:s, rizns, W3IS, mike or wc:k
vcu1ar .failm:s, cable CUtS, shatmces. bttach Dr delays. then sw:b party .shaIlbe frmn
such em.. day - basis to the cn:m of such Z"..~n: nri c:tian Dr
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VI" nbam the prier wduc1 CCI1SC1t at 1he a the: partY and c:x c:pt as Set f ann belowar to the cmm n:quirc:d by law, Ddtbcr pzn;y will disclasc to my pc:san the cxist== or comcnIof 1his at mm:n.l terms at the zpcmenL In tbc cwm 1b8t eitba pliny c:anrhu!es
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l&w ; D..1rr";., bm 1Wt Iim.iIm rc the :qn 1 m; of theand 'F 'ft" ~ gc c",.,.",,; t:eion.such pmy will pm vide the adu:r pzny wUh prampt no ticc .
th=u! 1m d m tD f"t!!'Mft au such disc1oi1m: p:i or to such disda sure and. Inch. pmywiJl disd os: cmJy t1z ~ f\ n , . ~ n n in 11= opiDicn af its cr:nmsd. It is i, lot ~ -a by mcb law todi.v J ... se.1D 1hc m:m that eim=r party or my of its Jtl.
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ambcrity czr m. ~....,.;" II vmb a 1cpI prot" ar pmsumr to Ie pI precess tDdisc1osc =1 af\he EVIImaian Man:::W 'With rapcctta Vo'hich scch J)anY ~ the:=Qvmc Jm'tY ormy ather DIm:z' n:fc=i tD in- the mm..A;
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pmrgraph, it is ar;rczd !bat. su:h put)"will praYid.e tbc 01hcr pzsny with Irimpt z=i.cc of rZh such Ql' I"'"i t..;,.. r , ., "Ut so tha:t suds
may leek pmmptly m ap;ropriIm ... u w'C anU:r cr cnhcr
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mJ/or WIh: by sut:h part)' subjc:ct 'to ~:rcqaest or wfrh thepDMsiaas of'lbls P A ADd pan;r eMDI shaD. we Us Z'CZIS1:mable cffi:Ins toassist 1b: pm;y s=kiDg Iz11hc CYCII!: 1hIt sm:!r. pnnediw ard= CD: ather remC4y is DOtobtaine4 promptlr. m:b p:my IUbjcct m s=h rcquirc:ment may that;artiaD (ad cm1rtb8t pam em) rsf the P A at mbcr- art widl'r=pcct tr;J , sua mm1:r' 11m. in the aphDan af itscznmsc1. it is lepJ1y c;mp..nM 10 disc1C1$C md 'IriI1 ex.crCse it! ~1c dramto obabn m!iIb1t: L-w.----
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as used in 1bis A:grcauClt sbaU bit b=uny fnta~..bod to fDchzd8without 1imi1mian 8D1 cmpamian. compauy. pzrmcmp. arg;m;~on,ban!; sm~ individDal.~01her cmity.
NcizmrpaEty wi11 JRSC:Dt i1=lf lIS rcpf1:SClting ~ joiatly ~tWs scviClS wDh1be atb:r. or
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its 2f'ViCes using Uzc name of the 0 the:r pany. witbam the prior WIiItcnI:OIISI:m af W: od= pes:,'
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pnMd:d m s=icm ~ .n rakJ:n a I Mm1c, witb such c:cmid:micm cnUy b:q adeqtme if' IIIsach:lll' ~ ~i"D ad o;Ow.~IZ'C made IDII ce udi..1...e.h1c. McLeocrosA agrees 10 mab'""""""'U'mD.....;....,." or mnw,..".rions=viecs. DmVOrk caD~ tcni=s ar dEmatl,
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3 . ID CGDIidcntiaa. of die 8t.o ~ =m:wm =: fan:h aha-te aDd 11Ia CO'VCI:ImtIpmvidcd In 2, 8I1 Wza as & wba1c, 9o'iIh sw:h
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--' " D ozUy bclq adr:qam: If.u$IJCh a~ cod arc made 11%14 8Z'C .....sbIe. Qwcst aen:= to purcbzs,a from
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NONPUBLtC DOCUMENT
CONTAINS TRADE SECRET DATA
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SlJJJiI:rro RIllE CIl' ~1!Nc::E (as
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McLeodUSA. or one aria ;zffi1ia.t:o during th: 1mria1 Tam of this P A. PIaduas a!
Ficas &:Stab lish=1 by ~ t f ocrt!SA.sabj ca ,tQ 1iw =ms of this sc:a:icn.3-
3 .1 S 12bj cct to tba af this s=ian 3. Qwest wiIl. q IW t!o.o l:t
pro pgni cm3l1mQUDI of no less than S 15.14 mi1.1.icn ..
b8twr:c:L Jcmcy I, 2001 - D==bcr 31, :ZOOI md in the cvcm: the qam:rly pu:rcb.1ues
by Qwcst do DCt %I2Cc:t tbis
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Qwcst qr:cs m make a 'ED Mct.codUSA.in an amaam cq1W = tbe 'betwt= mual pnrdwcs U1d the prcporti amI
amauat of'tIIe JI . : . .: . .... no
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-- 3.7 - -SuDjcCf 'fbe.~ af1his sccdcm 3. Qwcst will pmW.se quancrly a
P:OP=ic=l2mO=t af8d4~Pmc1ucts ta n'..p no less than $1132. milJioD
bonvc= 1cmay 1, 2.001 m:1 31, 2002 _in 1b: C'I=t the 'l1Mu~.7
by Qw8s:t do DCJt
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Ufs 101':' . 7 . , '""1.Qwat Iq;I=s II) mab & fI:I McLeodtJSA.,
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1=wc= =ual purchasa the amc= of.
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- 3.3 Suhje:: ID 11=prcMsicqss of1his RCiicm 3.Qw=st wfI1 purchase qu-~en ..,."I~'It"I~~az="no1i:ss than S19.92 million
Ja:r:rmy 1, 2003 Dca:mb:r 31; 20 03 me! in the CVCDt the purcha.se:s
by Qwcstdo DCltma:1his r:
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3.4.2 ' Aily 'afm.: II%C 110 .1an;c:: a1fi::t=i.
. 3.4..3 . Az1y ,.,hmm;.1 mcrease or dc::reasc in the
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c(,iDcludmg bat !:lot limi!I:d~ 1bc scap= or ;coppb;y of services aff'c:rcd. by. McLeodDSA.
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NONPUBLIC DOCUMENT
:aNT AINS TRADE SECRET DATA
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ceNT AINS TlADE SECRET DATA
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DEPOSITION
EXHIBIT
-z..(!fJPuTcba.!e A...~I!r:m~t
fTrade Seuet Data Berms
This Pun:ha.!e Agr=:ment ("PAn) is made omd I:ttO by and b:~ Mcl.eodUSATcla:ommunicztions Savices, Illc. 1Uld its subsidiari:s and diiliateS ('"Mcleod USA") andQwe.st Commnnic:aticns CoIp. and its subsidiari:s rQwestj (collectively, th= ""Pani:sj
effective on the 211d day ofOcrcber, 2000.
--.:0.
The :P2It:i:s ba.ve ent.ered. in to c:nt:r into this PA to facilitate and imp-:ove theIr busin~8l1d opcrztional activities. agn=mc:nI:s and Iclatianships. In' c:OIISiderarlon or the COVcuIlu,2g!eeInc:nt3 and proraises co.ntained below the Parties ag.rc:: to the following:
1. This PA is CDWed into b~ the Panies b2Sed on the: following conditions, which arca mat::riaI pUt of this agr:em:m:
This P A shall be binding on Qwest I!11d McLeodUSA and each of their r:spcctiv=subsidiari:s, affiliaI=d cotporations, succ:sscrs ZIld assigns..
"Ims PA may be ainc:"nded or altCr-..d ocly by v."rinen instrument e=ceatt:d by anauthor.::zed r:p~cntativc of both Par1i::s.
1.3 The Parties, int..-ndbg to b: legally bound, have executed this P A effective as ofOc:tobc::r 2. 2000, in muhiple coUIltCIpM'ts, e.ach of which is d::m=d 1!11 original,. but all of whichshall coIJStitm:: one and the same imtrum::nt. .
"""=-
1.4 UDlcss teImiriated as provided in this seCtion. the initial tam of this PAis fromthe chu: of signing until Dec:mbc:r 31, 2003 ("hUtiaI T
e:m and tbis P A .shall thereafterautomatically continue until either
p~
gives at lem six (6) moI1!hs ad\'2I1c:: written notice oftemrimtion. This is Amendment can tmly be tcmUnu:d during the Initial Tenn. or at any time
thc:re3.fter, in the event of:
1 a mat:ria.l breach of the: terms' of the A~ts or this Amc=ndme:mwhich unresolved a::ad unccmpensi!tc:d following application of the dispmc:resolUtion previsions of this agr::mcnt;
a. matcial c:bi!Ilg: In the: tcl:commu:1iCil%ioIlS industry pricing structure thatis so adverse to MdeodUSA so as to make this P A useless; or
1.4.3 a ~;~:liion oftlw cmain Purclwe Agrc:nc:nt with a like c:ffc:ctive cht::plJmWlt to wbic:hMcl.codUSA purchases ProdUCts (dclined below) from QwCSt.1.5 AIl bctua1 preconditions and duties set forth in this I' A arc, arc intended to be,and ar: considered by the Pmi:s to be, re.asonably related to, and dcpl:I1dc:nt upon c:acl1 other.
1.6 Ifeitbc::rparty s pmoIIIWl&% o!tbis PA or any obligBIion under this I'A isprcvcn~ rcstric~ or int:rfe.--ed with by causes beYond such Pmies reasonable comro~
~O;";PL.;BUC DOCUMENT
- 1 -CO~TAI:\S TR...~DE SECRET DATA
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i:.Ir.:HI :=-a:~ L.:~ ~tiMi1:.'i
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SUBJECT TO RULE OF EV1DENcr 40;
including but not limited to iCtS of God, fire, explosion. vancWism which rea5Onabl= pr::4Utionscould DOt protect against, stetm or oth:r si:ni1ar occum:nc:, any law, ord:r, rcgu1ZIion, dir-...ctiOIl,action or requ:st of any unit of fedc3l, S".a!e or local gov::mm=m, or of a!lY civil or milituymthority. or by caticnal emcrg:ncics, in.surm:tiom, riots,
Strike Dr weD.: Stopp:tge or vc:cdor failures, cable CUtS .mcrtages, breach or dcliIYS, then such Part)' sba1I b= :xcusd "b~such P af 0 Im me = en a day - to-day b i!Sis to the extW of sucl1 rev:mi 0 11, r- ..stri ~ en orintafa:nc: (a "'Perce Majeur:j.
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. 1.7 rthont the Frior WIitt:n COIlSClt of the other pany and cxc:pt as Set -forth belowor to th: e:a:nt required by law. neither party will disclose to any p=cn the existence or COIlt::!t
of this ag!:Cmcnt, or m~'t*i11 tams of the agr:cmcnf.. In the event that either party conclud:s
that disc1osur: is required by a:pp1iC3bJe law. includin: but norlimitM to the r=gulaUoIlS of theS ccmitics ;md Exchange Commission, such party will provide the
cn&cr party with procpt noticetbcr:of and an opponucity to commClt on such disc1o.mre prior to such discloStrC and such pmywill disclose only the infomwion that. in the opinion of its counsel, it
is required by such law tocfuclo~. In the evem: that cither party or my of its Rcpr:s=nw:ivcs is required by a
gov::mmcnta.l a.utbcrlty or in c:o~on with a. legal prcce::dmg or p11rSU2nt to legal prcc:ss todisdose:my of the EvalU3!ion'Ma.teria1 with respect to which suchp2Ity is the receivingput)' orany ether man=r ro:rred to in the immclia.tcly prea:ding paragrzph. it is agreed that such partywill provid= the ether party with prOmpt netic: of each such request or requirement so that suchother Par!)' zmy seek promptly an ~opriatc protective order or other zppropriat: r:medyandlor \V2ivc compli.aJJce by Such party suDjc:ttO such!Cquest or r-..quir:ml:Ilt "'1m theprevisions of this P A and 1he party giving netic:: shan use its CcmmerciaI1y rl2SOnable efforts toassist tlt: party sc-..king prctectiou. In the ~vcnt ths:t sueh protective order or other
Temed.y is notobtained promptly, such party scbjcct to such requircm.."'Ut ma.y fumish tb4tt portion (and onlythat portion) of the P A or other informanon with respect to such. matter that. in the opinion of itsCOWlS:!, it is legally compelled to ~clos= and will ex==is~ its commercially reasomble effortsto obtain relizble that conIidcntial tr2tm.=t wiIl be accorded any infcIm!.Iicn sofunrish:d. The term "pcrsou as usc:d in this Agr::mcnt shall be: broadly im:rpr:ced to include without limitarion any cOIporatio%1.;comp2DY;1JartnC!Ship~ org2::1ization, baclc. group, individualor otbc-. entity.
- ..
1.8 Neither pa:rty will pres:D.t itself zs representing or jomtly mzrk.."'ting services wIthme other. or market its services us::ziithc wc ofthc other psIty. VtithOtIt the prior writtenconseIJt oitbe other party.
- .
2. In ccmsideration of the a~...meDts and covc:rumts set fonh above and the e:Irire group orcoVenants provided in section 3.. Mcl.eodUSA agre~ to purchase from QwcSt. or ODe of itsaffilia%C corporations, during the 1citiaI-Tc:::m afIbis Pi\. at lca.st'S480 million worth oftclc:commucic:atiotlS,
c:::zhaJxe.d or icfozma:non services, netWork elcm=nts. intcrcO:mc:c:tjon orcolloca:tioll services or elementS
. capacity, ~rm;,,1!1jon Of origiIwion servic:s, switching or fi~rights (the "ProdUCtSj, at pnc:s pr:viously quoted by Qwest, including but not limited to
. onany pt"Oducts or updated products fOf whcli:sale long. distanc:: scrvic:3 purchased, the highestdiscount level available for thaI produa, subjeCt to the terms of this sec:ti0Il2.
~O~PUBUC DOCUMENT
. :! .
CONTAINS TRADE SECRET DATA
() 11 flIT r;.
.....~. '.. ...,..,
,.r~H ;.:k).L ~;:A4"'j~j
+mzmi:i
i ..aU
:" .
:n:;-'~3
:..:~
St1BJEcr TO RULE: OF EVIDENCE .cO!
2. I Subject to the plOvhion, of tbU 'cajon 2, by
D.c.mber 3 1. 2001 .
M cLeodUsA MIl Jmn:base a mUUnwm of S
150 million of Pro- I!IId in rh. C"",,IJ!UIt:h.s.. by Md..eadus.A do not =t this mm ;""
""-
Mcl.eoc!USA to male. a
paY=at In Qv=, no Iat:r than Januazy 15
2002. in an BmD"",
oqua.I to the
~ -
betwectz ac1nal
PurcbasC$ md the minimum.
22 Snbj "'" to the promionS of this ~on 2, ftom January I, 2001 throu:bD=bcr 31, 2002. McLeodUSA will
J'UrObzs. a etnImIative
"""'
"'11m af S31 IIliIHQIJ
of ProdUCts, azul in the CVI:IIt P!m:bases by
McLeodUSA do .nOt m..,. this minimum,McleodusA "i'= to make: a pa= to Qw.sr. ""later than 1
8JD1cy 2003, .un
ZIIlOUIlt equal to the difi'e:ren~
bcrw~ actual and nWrlmum.2.3 Sabj=: to the !JZtIVisiaos oftbis ==non 2, F= Ian""'Y I, 2001 through
Dec:mber 31. 2003. Mcl:.oodUSA WiII)IDrI:bz,.
. CUDmbIi"" of S48 0 million
ofPmdDdS, and;" rho event
J'UlChas0$ by MdcodUSA do nOt me:: this McLeodUSA &gro::,1tJ mala: a pa)'mcot1tJ
Q-., DO -t&.nJ
IIIIUaJy 15, 2004, hi at!
Itmoum c:qua.t to the differezic: bctw==n
a.c:tIL1J P1Itr:1uscs and the micimmn.24 The !!Unimum Purch.se rcquir-'.;".",. provided above shall be
ch.oged
proponiom!!ly, but in no evem to
==:d S480 DIiI!ion in the =uWive ~2r:gate, if th.
followiDg occur to I! mau:rial de~:
A redw:tion in the rat:s
for any of the ProdUCts.4.2 ProduCtS are no 1011ger off'er=d withoUt adequat= subStitution.
doing business.Ally sale of Qwesr excl1:mges Where
McLeadUSA is 24.4 Delays the d:Iivcry of an ordered
ProdUCt that cause
Mc~odUSA
difficulty in m-.-:t:ing
its minimum co~c:ms.
5 Release, sale, transfer or re~l:I1t of any C'.2rrQt
collo~tion back to Qwesr by mUtUal 2gre:mc:tt.
2.4.Mcl..c dUSA " business is preveot:d.
tos2rleted or
v,ith by a. Fort~ Majeure as descnDed in seCtion 1.7.
2.4., CWmges in t0dm01o gy e!;.";,,,tU!g the ne-.,j for cm.In services
provided by Qwcsr. Jn1Widod
Qw= bas m" right of fizst retiJsaJ to provide
m" roehuo1oey.2.S 1lu; Parties WiI1 meet to db= all ""'~d change:! in r.qui:cmcnt:s Dr paym=s P=uant to
t!Us UCtiOI1 2, ""d wil! =1.. ""Y dispm.S
-t to E.cabui""
Pzoc.d",.. to be
by the PartU:s, bor.", lUIy
PI)'Du:nt or cbaoge in ~ent m.
. J.
NON PUB LIe DOC::UMENT
CONTAINS TRADE SECRET DATA
f"'\, '1"\, ""7
Aul-JD-OJ II :003.11 r I I.E ill DE P A.rne1ri i'mZiZ4iii T-m P.Q2Sr..l! r-2~
SUBJEcT TO Rl1U: OF EYID EN CE 40 I
26 The t4kc or pay purchase ~Qts of tbis se::tion ar: sp:QDcal1ycondit:ioDed en the ratts offered for 'the Products as
cfthe date aftbis P A I'm'~;T!hJg in dI=t atlevels no higher tban th: rm:s qt1OtCd.3. In camidcation of tb:
md COVcwm m faItlub- znd to. ..,;,. gn:,1Ip CCVCWJts :provided in scca 0112 an taken as
.1c. with such cans:id e:atian only b.. -in gadequate, if all such and. covcnana arc made and arc
Clfarc:able, Qwest agrees tomake Products available for ptm:h!sc by Mc:LeodUSA
at snch rates and on such tenns andCOI!ditions as
, -.'.:' ,, ., '
PiAa;:ikd~or page intcmionmy~ti~J
. '.- -.
"0... '
.. ..... .,. .. ... . .. -. - '.' ..'. :'... .-. - . .. ., '. -.. -, .". - ". "
". 0'
. , .....,. .. '.
NONPUBLIC DOCrJME~
-4.CONTAINS TRADE SECRET DATA
OllOll8
AIII""311-Ul II :IIU~ fr~n liW, CCF.4ineH11~/~~~~~ ~~:~, ~~bCb +1iIJZi2U&i j-'ii
P .aZT/J3i
~~:
~II/..wJII/~I/!U.:I.I r-~ t:;:
St1J3.JEC'r TO 1 tJ!.R OF S\'IDENc! .. 0 a
Trade Seem Dati. Ends!
M2dc and cnte::=d. imc CI11hc dat: WIitt:n ilbovc by McUodU5A and Qwerl.
McLendUSA Te.te:o~DIU
Serv1ee., IDe.Qwest CammW1icationl Carp.
.A.ufl!:--d Si~
.Amhorlzed Si~
"""='
Blab: O. Fi!ber. 1r.
. NGn1:
Name Prlmcdtr~
GTcnm Vi c:e Presi
. Title
Title
Oc:taba- 26.2000
Date October 26. 2000 .
Date
00:
a: QwcrtQ T C11 a2!ca
-,-
NONPUBLlC DOCUMENT
CONTAINS TRADE SECRET DATA
0110fJQ
, -, -
9-'""" .
T~ii O2InJi
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II
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;'oroIEsT LEGII. IlEPAI1IEl!T
- .------: ~..~:. ,~ . ~ -'
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1n:'I1J 10. 2:' DD 13: DIISi'.
13 :071110. 4861!emO?
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TO n.u 01 (QI
Ma.!c ..a ""'=d Jot. ...:JDo
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a!:ova Ioy Md "OdUS oo,j Qw.o~Tde=mZ=ZZIQfiam
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~O~PUBLlC DOc;VMENT
CONT AJNS TRADE SECRET DATA
J U)T'")n
Idaho Public Utilities
Office of the
Commission
R E C E f v i~tary
AUG 1 6 2007
Boise, Idaho
Deanhardt, C. - Exhibit
Case No. Q WE- T -06-
AT&T
Testimony of Lori Deutmeyer
Docket No. P-421/C-02-197; OAR No. 6-2500-14782-
July ~, 2002
Page 1 of 2
BEFORE THE MINNESOTA OFFICE OF ADMINISTRATNE HEARINGS
100 Washington Square, Suite 1700
Minneapolis, Minnesota 55401-2138
FOR THE MINNESOTA DEP ART1vIENT OF COMMERCE
121 Seventh Place East, Suite 350
St. Paul, Minnesota 55101-2147
In the Matter of a Complaint of the
Minnesota Department of Commerce
Against Qwest Corporation Regarding
Unfiled Agreements
MPUC Docket No. P-4211C-02-197
OAR Docket No. 6-2500-14782-
TESTIMONY OF LORI DEUTMEYER
My name is Lori Deutmeyer. I am the same Lori Deutmeyer who submitted an
affidavit in Docket No. P-4211CI-01-1371; OAR No. 7-2500-14486-2 on June 12 2002.
A true copy of my affidavit, including exhibits, is attached hereto as Exhibit 1.
I have reviewed my affidavit and the statements therein are true and are based upon
my own personal knowledge, except where otherwise stated.
I submit my affidavit as my testimony in this proceeding.
I declare under penalty ofpeIjmy under the laws of the United States of America and
the state of Minnesota that the foregoing is true and correct.
Further affiant sayeth not.
Signed this JR day of July, 2002
tft.
. LlJRJ.j-fJcLo Deutmeyer
C~bJ~VE D
' "". .
MN D '
.,...
ep of Co;;:::t;crc
MA..u:.~C'~
Signed before me this
Testimony of Lori Deutmeyer
Docket No. P-421/C-02-197; OAR No. 6-2500-14782-
July 1!, 2002
Page 2 of 2
gfi
0/ ;if :ttY1:2
~~?
/l&d~
Notary Public
ROBIN R. McVEIGH'-'L
tl COMMISSION NO. 19S649
.. MY COMMISSION EXPIRES
10Y/"
. -
. .,.. ... ........ ....
Docket No. P421/CI-Ol-1371
WCD-
Affidavit & Exhibits of Lori Deutmeyer
Contains Trade Secret InfoID1ation
.~_~"._'.~
h_..'h'
.'
Q6/11/~2 16:34 FAX 319 790, J~Ol
'.
McLeodUSA LAW GROUP
Affidavit of Lori Deutmeyer
. June 11, 2002
Page 1 of 8
AFFIDAVIT OF LORI DEUI'MEYER
My name is Lori Deutmeyer. I am the Local Line Cost Manager for
McLeodUSA. I am responsible for reviewing and paying invoices from
. Qwest Corporation ("Qwestj to McLeodUSA. I am also responsible for
issuing invoices to Qwest from McLeodUSA related to the matters described
in this affidavit. I have held this position during all the time described in this
affidavit.
This affidavit describes how McLeodUSA and Qwest interact on two issues:
(1) the calculation and payment of a purchase volume discount by Qwest to
McLeodUSA, and (2) the reconciliation of Qwest's bills to McLeodUSA for
the UNE Star product with the actual cost of that product under our
interconnection agreement. This affidavit is based on my personal knowledge
and experience.
In October 2000, Qwest agreed to give McLeodUSA a volume discount on all
purchases made by McLeodUSA from Qwest, paid retroactively by Qwest on
a quarterly basis. Qwest calls the discount a "Preferred Vendor Plan." Since
then, I have been responsible for invoicing Qwest for the amount of the
discount.
Here is how the process of calculating the discount amount works. After the
end of every financial quarter, either Arturro Ibarra or Anthony Washington at
Qwest will send me an e-mail with Qwest's estimate of the amoUnt Qwest
~OO2
.06/11/02 ~~: 3 FJ\,X 319 790 7901
-. -.
McLeodUSA LAW GROUP ~OO3
Affidavit ofLari Deutmeyer
June II, 2002
Page 2 of 8
owes McLeodUSA under the discount agreement Mr. Ibarra and Mr.
Wasbington both work for Audrey McKenney.
Attached as Trade Secret Exhibit 1 to this affidavit is a true copy of
spreadsheets setting out Qwest's estimates of the discounts it owed
McLeodUSA for October 2000 through March 2001 and Apri12001 through
June 2001. (The first discount payment by Qwest covered the fourth quarter of .
2000 and the first quarter of2001.) These spreadsheets were prepared
Qwest and sent to me in the normal course of business. Exhibit 1 also
includes the e-mail transmitting the estimates to me.
What these spreadsheets show is a state-by-state estimate by Qwest of the
discount earned by McLeodUSA based on the dollar amount of purchases
made by McLeodUSA. Exhibit I, for example, begins with a summary sheet
showing the discount owed under the Preferred Vendor Plan for April through
June 2001, broken out by month and state, and totaled at the end. The next
several charts (labeled "MOll 0% Refund" in the Excel workbook) show the
1 0% discount being applied by Qwest to different specific products purchased.
by McLeodUSA from April through June 2001, again broken out by state.
The next to last chart shows the subtotal of the discount amounts owed by
Qwest based on the product-specific analysis. This figure is then augmented
by the discount calculated in the last chart to reach the total set out on the
summary page.
.06/11/02 .).6:;3.4 .FAX [phone] McLeodUSA LAW GROUP ijJOO4
Affidavit ofLari Deutmeyer
June 11, 2002
Page 3 of 8
I then calculate the amount I believe Qwest owes McLeodUSA by totaling the
amount paid by McLeodUSA to Qwest during the quarter and applying the
appropriate discount. The discount to be applied will be either 8% or 10%
depending on the amount of money paid by McLeodUSA to Qwest during the
year. The discount applies to all products and services purchased by
McLeodUSA from Qwest, including access, unbundled network elements
(U UNEs ), collocation, resale services, and tariffed products and services.
The discount applies for all purchases made by McLeodUSA from Qwest
inside and outside of its 14-state territory.
If the number I calculate agrees with the number estimated by Qwest, then I
prepare an invoice to Qwest for the agreed upon amount If there is a.
significant disagreement, I work with Mr. Washington and/or Mr. IbaIra.
reconcile our numbers. Attached as Trade Secret Exhibit 2 to this affidavit are
true copies of the invoices I sent to Qwest for the discount between October
2000 and September 2001. These invoices were prepared and kept by me in
the normal course of business. I send the invoices to Audrey McKenney at
Qwest
On June 22, 2001 Qwest paid McLeodUSA (TRADE SECRET BEGINS)
$10 770 437.00 (TRADE SECRET ENDS) via wire transfer for the discount
on purchases made by McLeodUSA between October 2000 and March 2001.
. This payment corresponds to the first invoice in Exhibit 2 to this affidavit,
which was derived from the spreadsheets attached as Exhibit 1. Attached as
06-Ll11q2 16: 35 FAX [phone]
12.
McLeodUSA LAW GROUP ~OO5
Affidavit ofLari Deutmeyer
June 11 2002
Page 4 of8
Trade Secret Exhibit 3 is a true copy of the confirmation I received showing
the wire payment made by Qwest.
10.On October 2, 2001 Qwest paid McLeodUSA (TRADE SECRET BEGINS)
630 879.00 (TRADE SECRET ENDS) via wire transfer for the discount
on purchases made by McLeodUSA between April 2001 and June 2001. .
This payment corresponds to the second invoice in Exhibit 2 to this affidavit
which was derived from the spreadsheets attached as Exhibit 1. Attached as
Trade Secret Exln"bit 4 is a true copy of the confirmation I received showing
the wire payment made by Qwest.
11.On January 18 , 2002.QwestpaidMcLeodUSA (TRADE SECRET BEGINS)
$5,649 513.00 (TRADE SECRET ENDS) via wire transfer for the discount
on purchases made by McLeodUSA between July 2001 and September 2001.
This payment corresponds to the third invoice in Exhibit 2 to this affidavit.
Attached as Trade Secret Exhibit 5 is a true copy of the confinnation I
received showing the wire payment made by Qwest.
Qwest has not paid McLeodUSA the discount owed for the fourth quarter of
2001 or the first quarter of2002. On May 22 2002, Anthony Washington at
Qwest infonned me via e-mail that the discount payments were put on hold
until an undisclosed issue was resolved." A true copy of this e-mail is
attached as Trade Secret Exhibit 6 and was kept by me in the ordinary course
of business.
--
06/11/~2 16: 35 FAX [phone] McLeodUSA LAW GROUP 14)006
13.
Affidavit of Lori Deutmeyer
June 11 2002
Page 5 of8
I am also responsible for reviewing Qwest's invoices to McLeodUSA for
McLeodUSA's purchase of the UNE Starprodnct. UNE Star is also called
UNE-M. The rates that McLeodUSA is supposed to pay for UNE Star are set
out in the 8111 Amendment to McLeodUSA' s interconnection agreement with
Qwest, a copy ofwhich is attached as Exhibit 7 to this affidavit.
14.Qwest has never invoiced McLeodUSA for the correct amount for any of its
UNE Star purchases. Instead of invoicing McLeodUSA for the amount set
out in the 8th Amendment, Qwest invoices us for the resale price of the lines.
That is, Qwest invoices us for the retail price oflines containing the same
features, less the resale discount appropriate for each state.
15.After the end of every month, Qwest provides us with a spreadsheet to true up
the difference between the resale rates it invoices and the amount it should
have invoiced under the 8th Amendment. The spreadsheet Qwest created and
e-mailed to me for September 2001 is attached as Trade Secret Exhibit 8.
was sent to and kept by me in the normal course of business. The first page
shows, for each state in Qwest's territory, the total debit or credit to
McLeodUSA after comparing the invoiced resale amount to the
interconnection agreement rates. The remainder of the document shows, for
each state in Qwest's territory, the following information for each USOC
representing an element or feature of the UNE Star line ordered by
:.,~,.
: . McLeodUSA:
. :,
~6/Jl/02 16:35 FAX [phone] McLeodUSA LAW GROUP ~007
Affidavit ofLari Deutmeyer
June 11 , 2002
Page 6 of8
a. Rev. Rev is revenue. This column states the total revenue invoiced by
Qwest to McLeod associated with the identified USOC in the specified
month.
b. Qty. Qty is quantity. This is the quantity of the element or feature
associated with each USOC.
c. RsleRate. RslRate is resale rate. This is the rate applied by Qwest to the
quantity aSsociated with each USOC to obtain the revenue amount for
each USOC.
UNEMrate. This is the rate that should have been applied to the element
or feature associated with each USOC under the 81b Amendment.
e. UNEMcost. This is the product of the quantity multiplied by the UNE-
rates set out in the 8th Amendment These are the correct amounts that
should have been invoiced by Qwest.
f. True-up. This is the difference between the UNE-M Cost and the
Revenue actually invoiced by Qwest. It is either a debit or a credit to
McLeodUSA. A credit, the figures bounded by parentheses, shows
amounts ovezpaid by McLeodUSA based on the 8th Amendment. A debit
shows the amounts undezpaid by McLeodUSA based on the 81h
Amendment.
16.Once I have received the monthly spreadsheet from Qwest, I review it, and if!
find any potential errors, I communicate them to Qwest and negotiate until we
arrive at an agreed-upon true-up amount Qwest then pays the true-up amount
; .
- .Q6/~1I!J2- 1 1"-.;..:35 FAX [phone] McLeodUSA LAW GROUP ~OO8
Affidavit of Lon Deutmeyer
June 11 , 2002
Page 7 of 8
via a wire transfer to McLeodUSA. The wire transfers occur outside of the
. billing adjustment procedures specified in the interconnection agreement
between McLeodUSA and Qwest, and do not appear as a billing adjustment in
any subsequent invoices that Qwest issues to McLeodUSA.
17.In every month since McLeodUSA entered into the 81h Amendment, the true-
up has resulted in a total credit to McLeodUSA, both for Minnesota
specifically and Qwest's 14-state territory generally.
18.All a result of this true-up process, Qwest has refunded the following amounts
to McLeodUSA for the following months for Qwest's entire 14-state territory.
ITRADE SECRET BEGINS)
October 2000 through $5,728 2451
March 2001
April ~ough June 2001 $3,137 615
July through September 095 878
2001
October through 379 182
November 2001
December 2001 through $2,452 775.56
January 2002
fTRADE SECRET ENDS)
1 In this first true-up, Qwest actually paid McLeodUSA (TRADE SECRET BEGINS)
832 900, (TRADE SECRET ENDS) which represented the total credit to
McLeodUSA. We then paid Qwest ITRADE SECRET BEGINS) $2 104 655 (TRADE
SECRET ENDS) as an offset representing the total debit to McLeodUSA.
Subsequently, Qwest offset debits against credits before paying the credit amount to us.
Q6/11/~2 16: 35 FAX [phone] McLeodUSA LAW GROUP
19.
Affidavit of Lori Deutmeyer
Jtme 11 , 2002
Page 8 of8
As a result of this true-up process, Qwest has refunded the following amotmts
. to McLeodUSA for the following months forMinnesota..
~RADE SECRET BEGINS)
October 2000 through 750 706
March 2001
April through June 2001 028 951
July through September 259 212
2001
October through 366 831
November 2001
December 2001 through $1,311 168
January 2002
(TRADE SECRET ENDS)
I declare under penalty of peIjury under the laws of the United States of America and the
state of Minnesota that the foregoing is true and correct. .
Further affiant sayeth not.
Signed this llCh day of June, 2002
oJTI\D ~/ 4Lo Deutmeyer
Signed before me this 11111 day of June, 2002.
1:L I? 7't!/
Notary Pu lic
ROBIN R. McVEIGH
ti)COMMISSION NO. 195649
..
MY COMMISSION EXPIRESow" '1.- '
Ii:QOO9
,'C'
Docket No. P421/CI-Ol-1371
Affidavit of Lori A.Deutmeyer
Exhibit #
Contains Trade Secret Infonnation
This message will be removed after 08/04:2002
::."
7\1 f'l.r-.....1J r(,'
:::::'
HJ.~)U~
David R. Conn 06/05/2002 02:59 E'M
To:Robin R. McVeigh/MCLEOD(QjMCLEOD
cc:
Subject: Re: vendor credit data
Forwarded by David R. ConnlMCLEOD on 06/05/2002 03:03 PM
~l~~~f~mtWr%~~ml~~~~t~~l~tJ~II.I~~~~t~l~fll~~l~~It~~~~~~~~~~l~l~l~t~~i~~~~~J~~~~:~fE~~~t~t~~
To:David R. Conn/MCLEOD(QjMCLEOD
cc:
Subject: Re: vendor credit data
Forwarded by Lori A. Deutmeyer/MCLEOD on 06/03/2002 02:03 PM
Lori A. Deulmeyer
09/20/2001 11:38 AM
To:
cc:
Anthony Washington -::axwashi(Q)qwesl.com::-
Subject: Re: vendor credit data
Thanks for the update. It looks good. I am just still questioning the huge credit that I saw for June on
the Collo.'s billing out of the BART system.
Lori
From: Anthony Washington c::axwashi(Q)qwestcom:::- on 09/2012001 10:28 AM
From:
To:
Anthony Washington -::axwashi(Q)qwesl.com::- on 09/20/2001 10:28 AM
Lori A. Deutmeyer/MCLEOD~MCLEOD
cc:
Subject: Re: vendor credit data
Out of region figures have been added to the end line total, 02 vendor
credit attached. If you have any questions give me a call.
Anthony W
303-896-8345
"ail. oz
ttlA
"",.:,J"Jr!
. .
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:'
MO1 PREi=ERREbVENDDRPLAN~APRIL2001~JUNE2001t",~,:i";:'i~!
'\."'
State Apr-May-Jun-Q1'Total Address 10 I
AZ.942 778 067 232 787 100000
303 712 293 970 279 012 .876 694 200000 .
476 163 482,703 494,940:453,806 COOOOO
68,423 214 289 i.206,926 .. 300000 .
303 873 312 377 319,131'935,382 MOOOOO
523 709 383,
. ..
' 8 616 400000 .
024 358 846 '255 227 FOOOOO
936 356 998.112 290 800000
392'210 35,962 :.
. ..
88.564 500000.
254 46,211 38,614 : .126,079 : ROOOOO
117 602 70,494 :"~20~.213 TOOOOO
242 91,052 107 695 289 989 . 600000
286 88,138 83,935 "'
: p
. 250 360., WOOOOO
802 73,922 101 250. .243,974 700000
80,781 ~.Out pf Region 121,659 138,532 . 340;972
Grand Total 839,348 888 133 903,397 .'. 5,630,879
RC: TOCDOOOOO
EXTc:cn
':':::;
Main Acct: 4010'
:;"
Sub Acct: 2199
6/11/20029:59 AM CONFIDENTIAL vendor credit Q2 (2) SmmryForQ2
III
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.....,
852 2S 1 'SO233.130 225.428
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280.
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,",.
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.."'"""'
&IN 234.5S2 240.234."2'"233.300 250 23'487 2311.2"'.2""
(22)007'7'72.305 73.
"'"
73.'111 72.'"1152.'"22."'"20.203 3I!S 30.758 778 303 32.082 277.27347071;0 12.236 0'3 '7.0563.7"302 293
'..
385 1..871 22.725 23.275 23.13754.573 310 31.8a2 31'"'0 056 ,75"274 39.533 0211 "212 42'".220 1'"530 079'23H '3D 27.854 33.311 '2.005
. "
53.2'"272.'15703720
,..
'90 240
.....
IOS.937 SO.075 02..7 313.337G""TDI"135 .30 227.002 1.30'.s2.344 270.227 20""U91 '72 I "015210
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I2OS)1300)(571)(017,262)005'12.144'12.3121201420'02 571 302 365 302"5)731)380'620)'13 74'1 (15.
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".'
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22.300 255G",dT.."2251 7851 "6.
"',,.,
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12.733 2703 115 2.705 27.30'30'22.003
313 401 232 '72 IS.023 2111 90S 103)20.
"'"
239 70.23'008 ,..7"),'0.642)'35
G...oTPI.,00.'02 6"21 207971 131 28.'00 .85 (037121
"'.,...
Moo",5,,"10"12000 ""12000 '21'12000 1111200'21'1200'"'1200'"'120"5"1200'"'1200'7"1200'"'12001 0/11200''0"12001 ""1200'"""'DO'
,.....
JoZ.
'02 741 82.211 520 030 712 011 158 602
355 248 750 42.262 26.382 '90 27.20.759 31.70'
370
. 0
G",' TolOl 352 30.540 30.36.""20 7...22
,...
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537 260 200 265 260 200 260 260
317 004 004
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267 92'23.82'23,02.821 23.82'23.028 23.028 215,352
705 268 268 268 32'73.2.030 038 030 2.5,.038 20.740 17.,so .s5
...
'SO 1202.0211 703 OI.1'0 1'0 810 1,.34857.'0''2.2'"2110 992
'..,..
747 025 0211 0211 0211 020 I.Ir29 025 30334864'11.997 997 997 '07 873G..., To..' 142 152 647 96.647 96.647 96.96.647 647 06.647 "0.021EftEftEo!Eo!Eo!Eft Eft Eft E..
PLTS p"",ud
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30.520 33.42.43.,.5 200 42.400 38.JOJ84887060002300227702'
8/"12002 10;00"'"""Mar cndil 02 (2) MO' '0%nIIund
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2227471.30'021 '05 170 IIC!3 2.1123
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rrn 571 300 ,.o'333 41D 114 '56 3221 62'438 25,::270370002441.181 302 02'1.811 420 2,11'10.230'2,330 '5.63'1003 14.'50 13,'5.357 1001 11"'0.751 658 05'7'"5,DI3 535 TO'3'J.T20W'f 54'511 44S 503 5011
...,,.,
..,5 445 3...G""7"",,'27 297 "0.120 132,uS '56 147.26''53.02'
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757 33'S\!33.702
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21,793 21.20,205 IU"225 759 22.90'549 '64 370
'9,592 23,599 24,525 111 440 '0,539 13.231 15,D'o 21,
"'.
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721 121 903 500 097 '56
200 7ZZ 2.3"052 044 2,...441 703
N1.4 946 12.'"825 202 338 12255 '023 17.120 112.'93
443 175 252 7D7 054 17,137 847 '2'732
697 284 735 020 2,"7 834 '.754 62.0IS
22,22,22.242
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935 031 '56
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854 'DO
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768 . 27,534 530 39'2 250.
2.755 254 254 20'775
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2,020 '0'"C..:ndT"..'542 239 250.922 193 153 252,'"228.D77 239155 257,/DI /DI IDI /01 222
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'.,
512
\63 213 237
.....
281
...
717
I.4N 113 533 DS5 12.200 020 842 DI1 . 109,912
I.4T
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...
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......
B38 642 513
N1.4
...
38D '44 250 21'130 263
..,
2'2
380 495 5..235 552
..,
2113 52'331 '02
449 (382)48'0J6 938 '57 599 823 834 157
OD'09'02'358 098 385 2. 14D 771 055
62.2 62'784 557 589 54'52D so.557
14)
GrondT".'111,0931 802 254 DI2 38,005 32.28.3D3 ID1 223,e..
Sum "liD"
S'a',Oct""D N"."",o.c"'"Joo-O'F,"""
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AZ.32.5D7 361 42,658 77.842 770 067 ID)(DJ to)fD)(D)'D7
270SOD 278960 387562 562.0"256 373.44'3D3,71'29387D 279D'2 549,150"0.623 5\6.'00 46D022 439 SOIOO''12.703 7'5,525'D.378 '36 701 227 59'643 0"'23 68,7D,28."'3,820319000306532211317811307528323.093 303873 312,377 319,131
"'.
"T.310 (19)275 523 2.709 383 . 411337
772 84,950 53,102 83,32'9'8 02'350
"',
640
41'16'35,38,221 '50 974 938 38,350 37,053N1.4 57D 64'324 \7,'57 575 O'D 39'2 21D 962 312,7..26,70'5'"310 65.258 41.254 48,211
"',"',
2885333209D8D3177572.207 7D,002
12.3'"'20 158'D'33$96,242 052 'D7,O'""'7
,",
72,205 '00 56,'55 304 81,03,935 8T1,2C2W'f 1DO 157 56'ID',262,23'121. 190 6...02 73.922 ID',2SO 973,G..nO1"IO'606 '03 6",78'768500 2,e19,44'840,785 B71.645 717 746.6DI 822,28.D15.858'D,77D'37 289,90'
Ace"Sh"" N....."SOC ADrif..'
"....,
J'no37""26 '2.677 12,077 577
51285089 255 255 255
51285'5.576 131 8D9
36638745 830 639289 2,2,41D
31103"44 64'
5720..70 13,805 6D5
3780823'300 300 300
36638758
15624178 354025 3D3.84436612"5 57D
...
512.3211'20,125 13D 2D.'25
5120327.
"'734932
30228537
3OO7211D 384611 310.215 2'9
TOT"- BILLING 1.216.59'2 385,318
..,,
TOT,,-"',.,2..0..
"",
532 78'
6111/200' ID:DD vendor credit 02 (2) MO1 10'1W811n1
-. M.
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #2
Contains Trade Secret Infonnation
McLeod USA
6400 C St. SW
Cedar Rapids, fA 50406
319-790-6577 fax [phone]
INVOICECustomer
Name Owest Communications Attn: Audrey McKenneyAddress '1801' CaTifornia RM 2340---- u -
-,- ---- -----------
City 'i5enver----Stat
:..
----...' .... un
ZIP 80202Phone 51 fax # 303~896=747.'."----mn-
------,.._--
_,n -..-_n -----:_n
- ,
~_..--u__n____
~_-----
escription'_n__
_--_. --- -
Tota'--
-----'---
PreTerred Vendor Plan ---- n -- n,-- """"
-, '- ---.... - ,., -.
$1'6 776 431:'--:-63:through March 2001
;Wiring Instructions:
. Firstar Bank
ABA 042000013
McLeodUSA Inc.
Account 121372734
. --.'" .-.... -.., ...., ,- --
.., -. n
.- ,.-- .
--------------,-- - - - - - - -
McLeod USA
6400 C St. SW
Cedar Rapids , IA 50406
319-790-6577 fax [phone]
INVOICE
Customer
Name Qwesg:E.~-
~~_
~~~~C?ns Attn l!~!.eY_~~~~~~ey
---._-
Address 1801 California RM 2340 City Denv~
=~-
--n State CO
~~._-- ---
ZIP ~Q?':Phone [phone] fax # [phone]____n_____--.-._n____._------------'-----'----_n__. -0_._._-r-----..- ----_m____- n--_____
--...----------.
- ..__n-
---- ------ --- - -------..---.--
, Description Total~referredVen-cror-Plan-----__n_-- ----.
---- .------...- ----.
$5~630~879~00April 2001 -- June 2001
. Wiring Instructions: .
. Firstar Bank
ABA 042000013
. McLeod USA Inc.
Accounl121372734
- _. ....- -- - - .
.-- ---n__.
.._,..,... -. .
--------------
McLeod USA
6400 C st. SW
Cedar Rapids, IA 50406
319- 790-6577 fax [phone]
INVOICE
CustomerName Qwest Communications At ri:udr~ McKenney
Address 1801 California RM 2340
City Denver State
Phone [phone] fax # [phone]
ZIP 80202
: Preferred Vendor Plan
July 2001 - Sept. 2001
iTotal
!Wiring Instructions:
~~~
cription
: Firstar Bank
:ABA 042000013
! McLeod USA Inc.
,Account 121372734
; -.------- -----------.---------.. .
-_-n_.__-
---
1...-----
-------..-..- -- - ---------.-..-- -.-..-.------. - ...- --- .-.
Total
649 513.
$334 891.00 .
984,404_
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #3
Contains Trade Secret Infonnation
...
'0.
",.
------------------- -...-- "
yage 40 of 59
Amount 0- Da 1- Day
Total:
2+ Day
480 859.
Gust Ref
AGH Credit Bank Ref
Count:
470 000.
MCLEOD lAC ACH ITEMS 010622 -SETT-PC ACHOO2
549.94
CD FUNDING ADJ. -PRIORDAY 062201 AC#0520005549
271.
WESTERN UNION P
Total:487 306.
00042680112
S 310 MiSe PAY 06220142140
Count: 3
770,437.
WT INe 010622007972QWEST eORP 5325 ZUNI 8T RM 730 DENVER 80221-
713 952.
. WrlNC 010622007949XO COMMUNICATIONS, INC. 0COMlv1UNICATION8 IN
34TH STR EET
Target Balance Credit Total:431 036.Count:
327 246.327 246.00056683TRANSFER FROM 012137-2742
84.785.22 84,785.22 00056685TRANSFER FROM 012137-5646
300.300.00056675TRANSFER FROM 012136-3808
366.00057018TRANSFER FROM 041707-7438
459.00057242TRANSFER FROM 063610-8690
877.350.350.877.50 00057240TRANSFER FROM 063610-8455
Miscellaneous Fee Refund Total:27.Count:
27.
REFUND NSF/OD FEES
Miscellaneous Credit Total:77S OOO.Count:
'-11
e://C:\firstar\olb\5.2\cbsApplet.html 6/25/01
. -..-------.------.--.---...
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #4
Contains Trade Secret Infonnation
' -. ... . -.. ..".';.., .. '". ,.. .
' c' .
630 879.00
'NT INC 011002006645QWEST CORP 5325 ZUNI ST RM 730DENVER CO
80221-
-----
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #5
Contains Trade Secret Information
" m__-
,,".
Q -t-.r
..y(.
~'-. \2-
'-', ","u..
649 513.
WT INC 020118007890QWEST CORP 5325 ZUNI 5T RM 730 DENVER CO
80221-
. -- .. - ---
29,758.
BK TRNSFR 020118000301FIR5TAR BK IOWA F/B/O MC LEaD USA
fi I e:/ IC: \firstar\ol b \5. 2\cbsApp lethtml
.. . .-.-... . .----------... ..- .. .... ... --- .-.... '
.. u- .--
- ... '
'_"0__-
-- .
1/21/2002
. ""-"'-:--. .. .. .
""-___n.
Docket No. P421/CI-Ol-1371
. Affidavit of Lori A. Deutmeyer
Exhibit #6
Contains Trade Secret Information
. -.--.---.-.--....
Below is a note from Anthony regarding the 04 payment. Also, attached is the Feb.02 monthlY true up.Forwarded by Lori A. Deutmeyer/MCLEOD on 06/03/2002 02:01 PM
$~ m:~IM iiI M:E:i i:;::'); iii:;;;i:;:
j ;;;:)
iii :ii iii;'!;;i i;.
:;
i; j; Mr.
;; '
This messag~ will be removed after 05/04:2002
......... i\"
....."
.,.1 J r.(' ;t.:::::. J.nC (;':UU UJJtj.
" .
David R. Conn 06/05/2002 03:02 PM
To:Robin R. McVeigh/MCLEOD(Q)MCLEOD
cc:
Subject Re: vendor calc & RateDiff
Forwarded by David R. Conn/MCLEOD on 06/0512002 03:06
(I m~!~ ttW~~)~~J~~~~! ~ I i~! ~i~ !~!ij II ~i
~~
li!l~i fl!,i i~ ~ii!,i iti! i ~~ 1~~!lti ii ti il Ii 1~ ~~ ti~i ~i
~~; ~
i~ i i ii
To:David R. Conn/MCLEOD(Q)MCLEOD
cc:
Subject: Re: vendor calc & RateDiff
To:
cc:
Anthony Washington o:::axwashi(Q)qwest.com:.
Subject: Re: vendor calc & RateDiff
I was aware of the meeting and I did know that we are going to be providing some information.we may want to continue to true up the
amounts since they will probably need that information.
From: Anthony Washington c:axwashi~qwest.com:::- on OS/22/2002 05:26 PM
From:Anthony Washington oeaxwashi(Q)qwest.com:. on OS/22/2002 05:26 PM
Lori A. Deutmeyer/MCLEOD(Q)MCLEODTo:
cc:
Subject: vendor calc & RateDiff
Lori
As I was working on the 40 vendor payment figures I was informed that ameeting between Owest and Steve Gray & Randy Rings, held on April 30th
put a hold on completing the 40 payment until an undisclosed issue wasresolved, and that Jon Bartleson and Joseph Terfler will provide Owest
with information, as a result of the April 30th meeting, regarding
vendor payments. Nonetheless, I have included Februarys RateDiff and
will provide March and April shortly. If you have any question let meknow.
thanks
- .. -. '
- AnthonyW-
roDI I'.!az
p.4zD( ...
I thought
---------- ..- -.--____
__d_
. ---....
. '' '" .
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #7
Public
.--.,..---
~ : -
McLeodVSA~
--.-...
Law Depanment
McLeodUSA Technoiogy Park
6400 C Street SW
Cedar Rapids, LA.. 52406-3177
Phone: [phone]
Facsimile: [phone]
IE 2.1lIlJ)
~-;'"
1\:
... -
_-e.
.. ---
December 20, 2000
Dr. Burl W. Haar
- Executive Secretary
Minnesota Public Utilities Commission
121 7th Place East, Suite 350
Sl Paul, MN 55101
. - .
Re: In the Maner of me Joint Application for Approval of the Eighth Amendment
to the Interconnection Agreement between McLeodUSA Telecommunications
Services, Inc. and Qwest Corporation.
Dear Dr. Ha.ar:
Enclosed for filing with the Minnesota Public Utilities COmmission are an
original and sixteen copies of me above referenced amendment to the Interconnection
Agreement. The original Interconnection Agreement was approved by the Minnesota
Public Utilities ComriUssion on January 30, 1998.
Also enclosed is an extra copy of this letter. Please date stamp the extra copy
when filed; and return it to me in the enclosed self-addressed Stimped envelope. If youhave any questions or require additional information, please do not hesitate to contact me.Thank you for your consideration.
Very truly yours
:r: Harding
Attachment
cc: Attached Service List
:'.:/.
~:'.i.
,."., . -. :...
Qwest
Exhibit
~fcLr;ODUSA TECHNOLOGY PUJC 6JOO C SiilET SW PO Box 3177 CmAA ~prDs. IA 52406-3171PHONE 31ge36J.OOOQ F.,~ J 19.790-70 15 hnp:l/www.mdcod~com
. -.. -
- -._u_.u__u_
STATE OF MINNESOTA
BEFORE THE MINl\~SOTA PUBLIC UTILITIES COMMISSION
Gn:gory Scott
Edward A. Garv'~Y
joel Jacobs
R. Marshall Johnson
LeRoy KoppencL.-ayer
Chairman
Co~ssione:
Commissioner
COmmissioner
Commissioner
Re: In the Matter of the Jomt Application for Approval of the Eighth Amendmem
to the Interconnection Agreement betwe:n McLeodUSA T elecommunkations
Services, Inc. and QWe5t Corporation o
ArrIDAVIT OF SERvlCE
. o
STATE OF ~"ESOTA
) ssCOUNn OF HENNEPIN
Lauraine Harding, b=ing first duly swam, deposes and says:
That on the 22nd day ofDece::nber, 2000, at the City of Cedar Rapids, State ofIowa, she served the annexed filing on the pan;: designated therein, by overnighting tothem a copy thereof, enclosed in an envelope, postage prepaid, directed to said address orlast known address. .
~~~;
~ne Harding
. "~~
~ 0
' :: . ....~..,
~~ M. WOLF',. 0
~1.* ~fTf',t?wlIs.sION (VIBES!~f-,~. - 0
Subscribed and sworn to me
Tnis 20th day of December, 2000.
(j?~o /
~11. U)
. .
' Notary .Public
-.., .., . -..",_,....
Service List
Dr. Burl W. Haar
Ivlinnesota Public Utiliri~s Com;nission
121 71.'" Place East, Suite 350
Sl Paul
, .
MN 55101
Linda Chavez
Minnesota DeDanment of Public Service
121 7 Place East, Suite 200
St Paul, NfN 55101
Qwest Corporation
Director - Interconnection Compliance
1801 California Str~t, Room 2410
Denver, CO 80202-1984
Qwest Corporation
Ann: Jim Gallegos
Corporate Counsel, Interconnection
1801 California Stre--t, 38m Floor
Denver, CO 80202
Jason Topp
Qwest Corporation
200 South Fifth Street, Room 395
Minneapolis, lv1N 55402
. - "
---
AmendmcntNo.8 to the Interconnection Agreement
Between
McLeodVSA Telecommunic:ltions Services
: Inc..and
Qwest Corporation
k.:t. U S WEST Communic:Itions~ Inc.
for the Sure of Minnesota
Tnis .o\!nenciment No.8 ("Amendment") is made and emer-eci into by and ~e:wee::McLeodUSA Telecommunications Services
Inc. McL~odUSA") and QweS!Corporation f.k.a. US \VEST Com.rnunications, Inc. (uQweSt
RECIT.liS
V/HEREAS, McLeodUSA and Qwest entered Into an Imer::oD."1e:uon Agreerne,n forservice in the state oflvIinnesota. which was approved by the
Mi11llesm:a P:loiic Utili-tiesCommission on January 30, 1998 (the "Agz:~emem ); and
VlHEREAS, McLeodUSA .and Qwest desi:-e to amend the Agreeme:lt by adding theterms, conditions and rates contained herein.
AGREEl'vIENT
NOW THEREFORE, in consideration or the mutUal te:ws, covenants and conditionscontained in this Amendment and other good al"ld vaiu.able consideratio"" the receipt andsufficiency of which is hereby acknowledged, the Par-Lies agree as follows:
1. Amendment Terms.
This Amendment is made in order to add te:;:ns, conditions and ~tes ror the business-LO-business relationship as set forth in Amendment 8 and' Anachment 3.2 attached heretoand incorporated hereir-
2. Effective date.
This Amendment shall be deemed effective upon approval by the appropriate stare
Commission; however, the Pa."1:ies ;lgree to impierr.~m th~ provisions or this .
.;..
"TI~ndmem .effective Octebcr 1, 2000.
3. Further Amendments.
Except as modified herein, the provisions or the .greemem shall remain in full force andeffect. Neither the Agreement nor this ..:\mename:lt may be further amended or altered0 except by \\'
titten iIlStt'UII1ent executed by an aUthorized representative of both parties.
. ... ., .
0,,
:.
:C;~:
;;';:;'':'=;;.
"io
-\:\IE:."iD~IE:\"T S
D;TERCOE't~"ECTION AGREE-MEl\'T Aj\IEl\1)lYIE~l
TER.:'\IS
'" .-., - -.
' h
This -"\,.-nendm~nt Agr~::m~t C.A..."Il:ndm~::1t ) is made and ~m~d into by ar.dbetwe::n McL~odUSA Teb:ornrnunications S~rvi~~.
In:. ("McL~odt7SA") a;:d Qw::s:Corporation C"QWe5t") (coII~ctively, the "Pan:es ) on this 26th day of Octob:~. 2000.
The Pani~s agr~: to file this A.Tnendm~nt as an ame:1dment all
L~!=rcon.-:::::tionAgrc::mcnts ("Agreements'" and, singularly, "Agr~::ment") between the:n
. no\v in eff~::tor enten~d into prior to Decemb~r 31 , 2003. with the Amc:ndm~nt COntaiLl!ng thefollowing provisions:
. L This Amendment is ent~ed into between the Parti~s based on the followingconditions, and such conditions being integrally and inextricably are a
material pan ofthis agre::ment:
McLeodUSA purchased, as of the end of 1999 over 200 000 localexchange lines for resale from Qwest (throughout the I4-state area where Qwest is an
incumbent local exchange carrier).
1.2 Qwest and McLeodUSA currently have an agreement, on a
region-wide'basis, for the exchang~ ofloc:!l tram , including Int~rnet-n::lated traffic. on a "bill andke:p" basis, that provides for the mutual recovery of costs
through the offs~tting ofreciprocal obligations for local exchange traffic which
origim.t~s with a Customers of onecompany and terminates to a customer of the other company, provided however
, thatthese provisions will not affect or avoid the obligations to pay the rates set out onAttachment 3.
The Parties wish to establish a business-fa-business relationship and haveagreed th~t they will att~mpt to n::solve all differ~nces or issu~s that may arise under theAgre~m~nts or this Amendment under the escalation proc~ss to
be established betweenthe:: parties, and modified if appropriate.
1.4 The Parties agree that the terms and conditions contain~d in this
A..mendment are based on current characteristics of McLeod USA, which includ~s serviceto business and Centrex-related customers and includes a fair r~presentation of
a1),businesses, '\vith no large propor-ion of usage going to a Particular type of business.
The Parties agree that the tenns and conditions COntained in thisAmendment are based on the characteristics of McLeod USA'
s trafiic patterns, whichdoes not include identifiable usage by any Particular type of
user.
1.6 This Am~ndment shall be deemed effective on October 1
2000, subj!:Ct toapproval by the appropriate ,state commissions, and the panies agree to implement the. terms of the Amendment effective:: October I , 2000. This Amendment will be
. . PACiE I .
. .
-\lVfENDi\:rE:\ T S
incOr";)owted iri ;my futUre .g:-::m:nts, but ~cu.jng in :l.."1Y r-.:\y Agr:e:71e:;.t .....-i;: ~X:::::c.the termination d:lte of this A.rr.:ndm::nt or its t::rws beyond the t~:-m provide:: ~:::~:::.N~thing in this Am~drm::1.t v,;1I extend" th: :xpiration dat: of any ~xis~inginterconne::tion "agre:m=nt Tnis Amendment and the t1nd:::I:Jing Ag::::n~t shai! b:binding on Qwest and McLeodUSA aud their subsidi~tj:s. St1c::::ssors a.1d 2Ssig:1s. .
1.7 In interpreting this Am~dm~t, all attempts \ViII be w~de to
ie::.c :.1:provisions of this .AunencL~ent consistent with Agre::~ents and all effe::tive am::..dw::::tS.In the event that then~ is a conflict between this .-\menchnent and an Ag::::-n en t or~vious amen9ments, the terms and conditions of this
" p._
'1lendme~lt shaI1 supe:s::ce allpreVious documents.
Except as modified herein, the provisions of the" "Agre:ments shall r::mainin full force and effect Neither the Agreements nor this Amendment may be !unheramended or altered except by written instrument execut:d by an authorized
r-..pr:s:mtativeof both Parties. This specifically excludes amendmentS resulting from regulatory orjudicial decisions regarding pricing of unbundled netWork ele=nents, which shall have noc:ff~ct. on the pric:ng offered under this. Amendment, prior to termination of thisAmendment
1.9 The Parties intending to be legally bound hav: executed tris Amendment
effective as of October 1, 2000, in multiple counterpar~, e:lcn or which is deemed anoriginal, but all of which shall constitute one and the same instrum~t
1.10 Unless terminated as provided in this section, the initial t~ of thisAmendm~t is from the date of signing until December 31 2003 C"Initial Term ) and thisA...""!1endment shall thereafter automatically comi..,ue until either party gives at least six (6)
months advance written notice of termination. This is Amendment can only be
terminated during the Initial Term in the
event the Parties agree.
1.11 In the event oftennination, the pricing, tenTIs, and conditions for allservices and" network elements purchased under this Amendment shall immediately beconverted, at the option ofMcLeodUSA, to either other prevailing prices for
combinations of network elementS, or to retail services purchased at the prevailingwholesale discount In either case, if and to the extent conversion of service is necessary,
reasonable and appropriate cost-based nonrecurring charges will apply.
1.12 - All factual preconditions and duties set forJ1 in this Amendment are
, areint:nded to be, and are considered by the panies to be, re:lSonably reiated to, anddependent upon each other.
! .
13 To the extent any Agre:ment does not contain :l force majeure provision,
then if either parry'perfonnance of this Amendment or any obligation under this~endment is prevente~ restricted or interfered with by causes beyond such p;mies
r~onable control. including but not limited to acts of God, fire, explosion, vandalism
. PACe ~
n .
.. -
A;,yIE:'-1DME~"" 8
which r:::!SoI'.able pr::c:lutior.5 could not prot::::t against, storm or ct.ie: sir-....ilar oc:::u..-:-=:1c::my law, ard::r, r:gulation, direction, action or r::quest of
~y
unit of fec:i~"'ill, ~wte or !OC::l!government; or of :my civil or military authority, or by national emergencies
insurrections, riots, wars, strikes or work stoppages or vendor faiiures, cabie C'.J.tsshortag::s breach or delays, then such party shall b~ excused from such peri"Or::1ance on day-to-day basis to the eALent or such prevention, restriction or intci:rence (a "For:::eMajeure
).
14 Neither party "'v111 present itself as representing or jointly mark:!ing
services with the oth~, or market its services using the name of the other
party, withoutthe prior v;ritten consen~ of the other pany.
2. In consideration of the agreements and covenants set forth above and:the entiregroup of covenants provided in section 3 , all taken as a wholC? and fully integrated withthe terms and conditions described below and throughout this Amendment, with suchconsideration only being adequate if all such agreements and covenants are made and aT--enforceable, McLeodUSA agrees to the fol1dwing:
To pay Qwest $43.5 million to convert to the Platform described her:inand in Attachment 3.2.
Based on all the tenns and conditions contamed herein, McLeodUSA may
also purchase DSL and voice mail (at full retail rates) :5-om Qwest for resale.
During each of the three calendar years of this Amendment, to maintainfor the pwpose of providing servic~ to McLeodUSA's cUStomers, no fewer than 275;000local exchange lines purChased from Q-vest. and to maintain on Qwest local exchangelines to end users at least seventy percent (70%) (in terms ofphysical non-DSl/DS3facilities) ofMcLeodUSA's local exchange service in the region where Qwest is the
incumbent local exchange service provider. In addition, beginning in 2001, at least 1000lines will be maintained in each state (including no less than 125 000 lmes in the state ofIowa) in which Qwest is the incumbent local exchange service provider. For
pUlposes ofthis provision. local exchange lines purchased include lines purchased for resale and unbundled loops, whether purchased alone or in combination with othl:l" networkelements. This minimum line commitment wilI be reduced proportionally in the event
Q\vest sells any exchanges where it is currently the incumbent local exchange serviceprovider.
To place orders for the product offered in thIs amendment, and for features
associated with the product. using (at McLeodUSA's option) primarily through eitherrMA or EDI electronic interfaces offered by Qwest.
,":,:",--,",""
, 2.5'.To rem:tin on a "bill and keep" basis for the exchange oflocal traffic :1lld
. PACiE J .
- ,. :',~:. _;'." ._--_.~.-
.-\~rEND~IT.~l 8
Internet-rebtd tr:Ufic, \\olth Qwesr, throughoUt the t~ITitori::swhe:-::
Qw::s~ :s :::::-:::.1'the incumD~t local exchi1!'.g~ service provide~ unnl Dec::mDe~ 31 , 2002.
To em:r into and maintain int::-connecuon a~ments, or cr.:: :-:gionalagreement, covering the provision of ProductS in ::Jc!1_state of the emire re::1LOry W!ll:::Qwest is the incumbent local exchange sc:rvice provider.
To provide Qwest ac:::urate daily working teJc:phone nu!nbe:s McLeodUSA customers to allow Qwest to provide daily usag~ information toMcLeodUSAso that McLeodUSA can hilI interexchange or other companies S"Nitchedaccess or other rates as appropriate.
To provide Qwest with rolling 12 month forecasted line volumes to the
central office level for unbundled loops, and otherwise where marketing campaigns are
conducted, updated quanc:rly.
To hold Qwest harmless in the event of disputes between McLeodUSA
and other carriers regarding the billing- of access or other charges associated with usageme:lSUred by a Qwest switch; provided that Qwest agrees to cooperate in any
investigation related to such a dispute to the extent necessary to determine the type and
accuracy of SiJch usage.
3. In consideration of the a~ents and covenants set forth above and the entire
group of covenants provided in section 2, all taken as a whole and fully integrated with
the terms and conditions described below and throughout this Amendment, with such
consideration only being adequate if all such agre~ments and covenants are made and are
:nforceable, Qwest agre::s to the following:
To waive and release all charges associated with conversion from n:sold
servic~ to the unbundled neMork platform and for tmninaung McLeodUSA contracts
for services purchased from Qwest for resale as described in
this amendmClt.
. 3.To provide throughout the tcnn of this Amendment the Platfonn and
Products described herein and in Attachment 32, regardless of regulatory or judicialdecisions on components of an unbundled network element platform, upon the rates
terms and conditions described herein and in Attachment 3.2. .
3 - To provide daily usage infonnation to McLeodUSA, for the workingtelephone numbers supplied to Qwest by McLeodUSA, so that McLeodUSA can billinterexch::mge or other companies switched access or other rates as appropriate.
. .
J..
. .' :.. .:",'-:. .,.. '
3.4 To remain on a "bill and keep" basis for the exchange of local traffic C!l1dInternet-related tr:I.ffic with McLeodUSA, throughout the temtories where Qwest is
currently the incumbent local exch:mge service provider until December 31 , 2002.
. PAGE 4 .
- -.---."... .
3.5 To provide (at McLt:OdUSA's option) IM..!...;:me:?2)I de:ctrocic ::::~2:::sto adequately support the: product dc:sc:-ibcd in sl:Ctlon 3.
-... .~_.,._._.. -
McLrodUSA T el~ommunications
Servi~ Inc.Qwe:!t CorpOr3tion
G~ '
--p. -
A u th 0 riz cd Signature
.-5
Authorized Signar.n-..
Blake O. Fisher
Name PrintcdlTyped Name: Pr.n1~yP~
GroUP Vice msident
Title Title
October 26. 2000
Date October 26. 2000
Date
(~;~~-?i(~:
~;;;;,::.*;;::;;::;;~;;~;:-::;
. PAGE $
. .
3 .5 T a pre vide (&% McLco dUsA':s cpa on) IMA And ED I c . -:c
SDppor: 1M product desc:rib::d Ie. J.2.
. . ..." "
M~ sillSA T ~:cuznnDctticiu
S crvi eu..1D Co Qwe.t CDtpnl"StiaD
A1%tb2Jrized Si~tIae Y-t. ../1 --1.
.AtIth~ s.i~~
('I" ~"~'f fl'f.C1"5'e'1'N~~
~C. LIt!.
TItIc
B~ O. N~~
C:tnm V)a ~~t
T.rt1=
Oc:tt3~:26 2000
Date
. -
Pc:a'bo- 26.. 2000
D at:::
' n
. .
- IAGG
! .
Att:lchmenr 3.
P=rformance by McL~ociUSAof thec:oven,a..'1tS ::md agr ents~'"l s:~~o!: : of :h~-\m:ndment to which this Att:J.cn.."'Ilent is a part.
II:P~:formancc by Qwest of the cov=nants and ag.--:::r6:n:s in s~tion 3 of theAmendment to which this At".achmcnt is a pari..
III.State recurring rates for lin:s, adjustments, chmges, other t~s and conditionsinduced and excluded platform featUres, arc at the end of this attachI:,.e:u, mc 2:::subject to and cI:lrified by the following:
In determining state-wide usage McLeodUSA agr-..es to allow Qwesr toaudit its records of usage ofthc platform o~ a quarterly basis.
If averageusage exceeds the 525 minutes per month for a three month period
, or theagreed upon measurement perio~ on a state-by-state basis, all plaiformservice shall be mcrc:ased by the appropriate increment. The firstincrement audit will be conducted during Deccrnber 2000.
If averageusage is above 525 minutes on a state-wide basis, the increm~ntal usage. .clement will not be applied fQr January, February and March usage, or theagreed upon measurement period. The second incremental audit
'Will beconducted in March of2001 based upon December, January and Februaryusage, or the agreed upon measurement period. If the average usage is
above 525 minutes for that quarter, then the appropriate increment usage
elemc:nt(s) wilI be applied to April, May and June usage, or the agr~dupon me:asuremc:nt period. AIl audits will follow on a rolling quartl:I'lybasis, and all incr=m.ents shall be applied on a rolling basis .at the statelevel.
. ,
Tne rates provided for by this platform do not apply to usage associated
with toll traffic: Additional local usage charges win apply to usage
associated with toIl tranl
- -
Platfonn rates include only one primary listing per telephone number.
R3tes for voic: messaging and DSL service are n:taiI rates and are offered
conditioned on paragraph I above where such services are available.
R3tes associates with miscellaneous charges, or governmental mandates. such as local number ponability, shall be passed through to McLeodUSA
Tne Platform rates provided for in this Amendment shall only apply to
additions to existing CENTREX common blocks established prior to
October 1, 2000, and only apply to business local exchange customers
served through this unbundled networkelemem platform wh~e facilitiesexist Appropriate charges for any new CENTREX-related services oraugmentS where facilities do not exist will apply. This Amendment only
- -
. PACE I) .
,-,-----------,
- ____n______--------
Attachment 3_
- -
41ppiies to platform s~rvic:s provided for business USers and use;s ofe:xisting CENTREX common blocks. Qwest will not provide:
McL:odlISAa."1Y new CENTREX common blocks. Appropri41te nonrecurring chargc:swill apply to any disconn~ts, charg:s or additions to this platform. Tnese
rJtc:s do not apply to basic reside::lrial :~c?ange (lFR) s~c:.
Arty features or functions not explicitly provid:d for in this Amendment
shall be provided only for a charge (both recurring and
nonrec1l4""ring).based upon Q-.vest's ratc:s to provide such serv1c: in accorcianc: with th:trnns-and conditions afme appropriat: tariff or Agre:::ment ror the
applicable jurisdiction.
PRICES. FOR OFFERING
F'latform Additional charge
recurring for e3C1 50 Minute
increment;:. S2S
MOU/Month
AZ.30.0.280
295
26.0.270
33.0.2..05
27.0.205
34.300
28.30 260
35.300
27.140
25.170
29.345
22.60
195
wv.33.~60
FEATURES INCL IN FLAT RATED UNE-
BUSINESS
Can Hold
CaD Transfer
Three-Way CalfinQ, -
Call Pickup
Call Waiiin9fCancel Call Wailing
Distinctive Ringing
Speed ~I Long - Customer ChangeStation Dial Confe~ncing (S-Way)
Call Fol'N3rding Busy Une
aD Forwarding Don't Answer
Call Forwarding Variable
Can Forwarding Variable Remote
Call Parte (Basic - SIor8 & ReDieve)
. Message Wailing Indication AN
- ..., .
. "AGE 7 .
" .,,",. .-.---.-----.-.,.,..-. .
___._n
_--___
Attachment 3.
F""cA.TURES INCI:IN EXISTING
CENTREX COMMON BLOCKS
Call Hold
Call Transfer
Three-Way Caf\ingCall Pickup
Cau Waitin9lCancei Call Wailing
Oistinctive Ringing
Speed Cafl Long - Customer Change
Stalion Dial Conlerenong (6-Way)
Call Forwarding Busy Une
Call Forwarding Don' Answer
Call Forwarding Vartable
Call Park (Basic - Store & Retrieve)
Message Waiting Indication.eN
Centrex Management System (CMS)
Station Mssg Detail Reco:eing (SMDS)
Data Cau Protection.
Hunting Bming
. Individual Une BOOng
Intercept
Intrclsystem Calling
Intercom
Night Service
Outgoing Trunk Queuing
Une Restric!!ons
louch Tone
Directed CaD Pidcup
AIOC
Dial 0
Automatic Can Back Ring A;air:
Direct Inward Diafing
Direct Outward marlng
:.xe~tive Busy Override
Last Number Reclial
Make Set Busy
Network Speed can
Primary Usling
. ._,.. .
. c: -
-..--",.... . . - .-. .
. P...CE S .
.--- .-_u..--.-.
. "..-_... '-.. -.. - . -... .. ..-.. .;;'
/;i!f.:
~:;:~;~
Docket No. P421/CI-Ol-1371
Affidavit of Lori A. Deutmeyer
Exhibit #8
Contains Trade Secret Infonnation
This m~ssag~ will b~ r~moved alter 08/0412002
""."'.
7\).n.I"'o.AJ r~'
j\,",:::::'
.!.nC If:UU UUt1.
" ..
David R. Conn 06/05/200203:00 PM
To:.
cc:
Subject:
Robin R. McVeigh/MCLEOD(Q)MCLEOD
Srpt True-up
Forwarded by David R. ConnlMCLEOD on 06/05/2002 03:04 PM
t~m~llimtmii~l~~~~~~i~~~~~~~!~~~~i!ltit~~fl~i~i~~l!Jli~~ti~i~i~L1~~!ll~~ili~~~11~~~~liii~~~~;~~r;:;j~~~~~t~~
To:
cc:
Subject:
David R. Conn/MCLEOD(Q)MCLEOD
Srpt True-up
Sept 01
Forward~d by Lori A. Deutmeyer/MCLEOD on 06/03/2002 02:06 PM
Anthony Washington o:::axwashi(Q)qwest.com::- on 11/09/2001 04:56 PMFrom:
To:Lori A. Deutmeyer/MCLEOD(Q)MCLEOD
cc:
Subject:Srpt True-up
Lori
Attached is the September true-up.
,.01
~"'"
01""'-
...',_.
+~~'
:/f ~~:/\;':::j; MCLEOD. RATE DIFF FOR September.O1."L;'j:i:;~;;J'i!!.(!:
";'
. TOTAL
TOTAL
NET
RATE DIFF - CREDIT TO MCLEOD
Sep-
(161 963)
(223,270)
(83 862)
(735 710)
(16,949)
(43,243)
(80,191)
(234,673)
(134.749)
(1,714,610)
RATE DlFF - DEBIT TO MCLEOD
330 850
35,767
094
63,202
20.201
455 115
(1,259,496)
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WIRED
6/11/2002 9:56 AM
'"-~ '
Totai"::_q : . AddresS
True-up
::""
Code
(161 963) ... 100000
:.(223 270)
. .
200000
(83;862) 300000
. (735,710) MOOOOO
- (16 949) '"'00000
:~,
(43,243) . ~OOOOO
(80 191)'. . 500000 .
(234,673) 600000
(134 749)" WOOOOO-
:__
J~.z.14 ~~9l
. ". -
j3CCS50-""" COOOOO
. 35.767 FOOOOO.
,-,:...-",;":,"':.
094q
,. . .
ROOOOO'
;~::..
: 63,202; :~." TOOOOO:
' ".. '
. 20~201 - ?OOOOO' .
;",..::".
~3.~!J1:4.:
(1,2~9.496)
M01 lru-up Sept 01 SeptO1
Month 9/1/2001
UNE Star (All)
StateUSOC (All)
Product All)
MCLEOD TRUE UP
Data
State Usoe Rev Qty RsleRate UNEMRate UNEMcost True-up
1FB 553 446 14.30.106,137 584
9PZLC (0)
9PZLX 753 568 (753)
9ZR 108 063 13,132 (108 063)
A2Y 153 13,30.339 185
AFD 149 6.48 178
AFK 131 144 138 14.30.281,450 150 307
B1A1X 18.18.
B1AFX 13.13.
B1APX 19.19.
CLT 636 663 2.47 631 (5)
DTLBX 156 144 476 12.(156 144)
E1N 1.23 (1)
E3D 332 (332)
E.8C 124 2.47 (124)
EO3 350 712 (13 350)
ES6 (7)
ES7 148 (148)
ESC 734 525 734)
ESM 240 619 (14 240)
ESX .4,498 732 (4,498)
EVB 367 149 2.46 (367)
EVBHG 2.46 (5)
EVD 480 372 (4,480)
EVDHG 377 115 (377)
EVF 020 888 020)
EVFHG 131 (131)
EVK 228 (228)
EVO 170 402 170)
EVOHG (46)
FAL 181 180 (1)
FBJ 126 2.47 (126)
FDJ 561 174 (561)
FDJHG (54)
FVJ 790 175 (790)
FVJHG (24)
HCKPG 2.46 (22)
HFB 149 14.32.328 179
HRLA 1 29.29,
HRLA3 24.29.
HRLAM 221 27.29.240
HRLBM 54.60.
HTG 25,742 913 6.58 235 (25,508)
M1W (15)
MBB 235 365 12.12.17 ,404 169
MBJ 11.11.
MBWCD (10)
MV5 (1)
MVP (79)
MVP11 512 (512)
MVPBL 213 32 ' 6.(213)
MVPCF (28)
::.:""-,,--_.......
MVPCW (6)MVPSR (7)
MWN 219 046 (219)
N6S 10.
NCE 26 . 9 (24)
NLT
- -
NLUBR 16.(15)
NLUBT 16,(46)
NLUY1 (84)
NLUY2 (47)
NMO1A 11.11.0 .
NMO2A 28.28.
NNK 576 018 448 (6,129)
NPU 220 148 1.48 219 (1)
NSD 699 924 100 599)
NSK (81)
NSQ 333 542 2.46 275)
NSS 202 (180)
NSY 190 (177)
OC4 3.42
OVDXX (17)
OWM (12)PGOCL 438 47.30.248 189)
PORXX 580 978 0.43 (5.580)
RCFVH 203 15.(203)
RCFVT 19.(38)
RCFWT 156 15.(156)
REB3X (32)
REB8X (0)
RGG1A 117 (110)
RGG2B (9)
RNCEP 2.46 (1)
RNCSP (1)
RTVXY (1)
RTY 460 112 (460)
SEA
SRG
VBS 275 275
VFN 141 141
VGT
VJMXU 192 12.12.192
VJMXW 19,19.
VMC1X
VPH
XLL
RXB 725 200 38.30.160 565)RGG2C (4)
MVPDA 3.46 (14)
ER5 (6)
AZ Total 580,646 75,708 418 683 (161.963)
1FA 29.34.
1FB 130 799 449 29.40 34.151 266 20,467
1MB 15.34.
HM,15.34,
9PZLC (5)
9PZLX 270 483 (270)
9ZR 594 982 183 (594 982)
t\2Y 341 15.48 34.748 407'AFD.220 310
AFK 311 225 636 29.34.361 624 399
AFV 699 229 29.34.786 087
ALM 15.34.
B1APX 19.19.
CLT 624 636 627CUD1X. 7 241 904 (7.241)CUD2X 924 239 (9.924)
CUD3X 361 308 107 (351 308)
D1E1X 812 122.812)E1N (1)
E3D 536 174 (536)E3N 110 (23)E3P (2)E8C 201 (201)
EM5
EO3 526 566 (10,526)
ER4 (12)
ERB (4)
ERD (3)
ES7 (87)ESC 163 697 163)
ESCPK (3)
ESHC3 0.26 (1)ESHC6 . 0 (0)ESM 515 075 3.42 (10 515)ESX 634 905 634)EVB 205 100 (205)EVBHG (29)
EVD 758 729 2.41 758)
EVDHG 424 177 2.40 (424)
EVF 790 517 3.46 790)
EVFHG 179 3.45 (179)
EVK 196 4.45 (195)
EVKHG (15)
EVO 767 988 757)
EVOHG (94)F5GPG 517 84.517)
FAL 021 748 017 (3)FBJ 412 200 (412)FBJHG (21)FDJ 179 911 39 .179)FDJHG 514 214 2.40 (514)FHGPA 75.75.
FHZPA 135 15.15.135
FPKXR 218 (205)FVJ 970 856 (2,970)FVJHG 299 3.44 (299)HFB 346 34.34.346 (0)
HLA (3)HRl.A1 29.29,
HRLA5 29.29.
HRLAM 31.29.(4)
HRLBM 66.50.(5)
HRLC5 68.51.(7)HRLCM 71.00 70.(7)
HTG 622 177 311 (14 311)
HYE 910 33.(910)
HYS 438 33.(438)JUF 11.34.
LAWPA (232)540 (0.43)232LBS .
.~.
(4)
M1W (12)
M53 882 576 882)
. "_hum.
...
MBB 373 229 12.12.420
MBH
MBJ 11.11.
MVP11 127 (127)MVPCF (17)
MVWJ 242 1,425 (242)N6S
NCE (20)
NLT 1.22 (0)NLUBR 13.(13)
NLUY1 (26)NLUY2 (15)NNK 002 377.122 (46 880)NPU 111 712 111
NSD 8,470 651 178 292)
NSK (70)NSQ 242 067 223 019)NSS 810 756 232 578)NSY 999 324 08.(921)
OBK6X (0)OC4
OVDXX 4.40 (31)OVM1M (4)PFY 794 (64)PGOCC 354 25.34.476 122PGOCL22345.34.918 (305)PORXX 996 111 0.43 (27 996)
R4N 658 399 399 15.34.1,475 566 817,167
R5G 576 15.34.292 716
RCA 668 18,15.339 (329)
RCFVF 992 160 18.15.2,408 (584)
RCFVT 056 18.15.843 (213)
RCFWT 214 19.49 15.166 (49)
REB3X 186 162 (186)
REB8X (10)RGG1A (64)RGG28 (3)
RKY 092 5,472 15.34.186 048 102 956RNCAF
RNCEP
RNCSP 120 (24)R1VXY (3)RiY 493 436 3.42 (1,493)S85
SEA 131 157
. SFJXM 80,412 574 (80,412)VBS 520 104 520
VFN 194 195VFS
VGT 237 237
VJMXU 216 12.12.216
VJMXW 19.19.
VMC1X
VMC2X
VPH
X5G 537'15.34.190 653
XLL
ZCB1X 902 298 902)ZC82X 313 14.313)ZCB3X 126 21.(126)PGOCA ' 26.34.
CO Total 2,462,544 338,816 239.274 (223.270)
1FB 053 227 26.26.911 (142)
9PZLC 583 (25)
9PZLX 202 367 (202)
9ZR 626,499 129 981 (626,499)
AFD
-"-
AFK 537 256 25.26.666 130
CLT 768 470 35,415 353)
CUD 454 718 124,769 (454 718)
01 E1X 927 238 129.(30 927)
E3D (14)
E3G (0)
E3N 0.41 (0)
E3P (7)
E6A (2)
E6GUR (2)
E6N (17)
E8C (27)
E9GUR (3)
EO3 (18)
ESF (1)
ESHC6 (1)
ESM (76)
ESX (36)
EVB (3)
EVD (2)
EVF (3)
EVO (29)
F5GPG 8,476 104 81.(8,476)
FAL 105 524 983 (122)
FAO 0.41 0.41
FBJ (11)
FDJ (4)
FHZPA 288 8.46 258'(30)
FNA 663 219 664
HCKPG 1.47 (55)
HLA (3)
HLN (4)
HTG 587 190 (575)
HYE 793 32.793)
HYS 119 32.119)
KX9 (33)
LBN (18)
LBS (6)
M1W (1)
M62 998 136 (998)
M63 39,903 347 (39 903)
MBB 563 750 12.12.563
MBH 156 148 (7)
MBWCD (2)
MHM 418 (415)
MLN (1)
MVP11 (6)
MIfW"oI (1)
N2W (8)
NCE (5)
NKM (79)
NLT 215 170 216
NNK 820 309 649 (97,171)
NPU 498 723 3,480 (17)
NSD 983 785 (2,974)1
NSK (6)NSQ 151 045 (6,149)NSS 131 639 118)NSY 224 537 1.77 950 (274)
OBK6X (14)
OVDXX
- -
PFY 494 168 (494)PGJA7 (92)(4.82)
PGSA7 (92)PORXX 54,498 126 741 0.43 (54,498)
R4H 599 364 125,021 12.26.255 547 656,183R4N30020.26.391
R5S 12.26.
RCA 100 11.10.072 (28)
RCF 894 359 13.13.004 111
REB3X (6)RGG1A (4)RHN 019 309 13.26.046 027RUB55522.26.651
SRG
VBS 320 320
VFN
VGT 120 120
VJMXU 108 12.12.108
VMC2X
VPH
X5G 16.26.
X5S 883 176 10.26.583 700
XLL 207 054 204 (3)
IA Total 017 406 572 139 348.256 330 850
1FB 830 203 26.33.106 179 21,349
1FL 226 28.33.265
9PZLC (0)
9PZLX 172 (95)9ZR 877 135 (77,877)
A2Y 110 13.33.265 155
AFO
AFK 183 039 928 26.42 .33.229 663 46,624
AFV 188 158 26.33.238 050
ALM 14.33.
81A1X 18.18.
CLT 495 914 4,488 (8)E30 335 4.47 (335)
E8C 115 (115)EO3 230 082 (10 230)
ER4 (8)
ERD - 0 (7)
ES7 (69)
ESC 287 511 4.48 287)
ESCPK 4.47.(31)
ESM 514 003 (13,514)
ESX 702 442 (2,702)
EVB 176 2.45 (176)
EVBHG (10)
EVD 606 187 (606)
EVDHG 223 (223)
EVF 824 183 (824)
EVFHG 122 (122)
EVK (78)
EVO 065 469 065)
EVOHG 118 (118)
.""'
FAL 769 158 768 (1)
FBJ 155 2.46 (155)
FBJHG 2.45 (5)
FDJ 021 312 021)
FDJHG 258 3.27 (258)
FHGPA 75.75.
FHZPA 15.15.
FPKXR (35)
FVJ 195 265 195)
FVJHG 171 (171)
HCKPG 2.45 (19)
HFB 263 29.32.47 292
HRLA3 29.29.
HRLAM 192 31.29.180 (12)
HRLBM 66.60.(6)
HTG 311 249 195 (21 116)LBS .(6)
LMB 166 16.33.332 166
M1W (7)
M4H 55.55.
MBB 873 12.46 12.893
MBH
MVP11 (64)
MVPBL (10)
MVPCD (2)
MVPCF (3)
MVPCU (1)
MVPCW (5)
MWW 478 (96)
N6S
NCE (5)
NLT
NLUBR 16.(15)
NLUY1 (34)
NLUY2 .(9)
NMO1A 11.11.
NNK 8,400 297 6.48 570 830)
NPU 100
NSD 194 521 138)
NSK (16)
NSQ 902 245 (875)
NSS 220 (197)
NSY 162 (151)
OVDXX
PGOCL 443 19.33.762 320
PORXX 4,450 350 0.43 450)
REB3X 1.15 (71)
RGG1A (89)
RGG1B (6)
RGG2B (26)
R1VXY (3)
RTY (54)
SEA 123 115 (8)
SRG
vas
VFN
VGT
VPH
RXB 22.05 .33.
RGG2C (4)
MVPDA (4)
_'-n__
____--
NL1
10 Total 434,904 46.451 351 041 (83.862)
10T 320 227 50,096 26.320.227)
1FB 299 358 32.27.36.666 633)
1TM 19.27.
9PZLC 463
- -
(5)
9PZLX 130 248 (130)
9ZR 929 872 (18 929)
AR5 (80)
AR9 184 14.184)
ARH 454 14,(1.454)
ART 757 123.757)
B1A1X 18.18.
BGMAL 305 372 (305)
BGMFL 305 148 (305)
BRT 254 310 (254)
C2U 372 506 52,473 (372 506)
CLT 125 107 924 (201)
CM901 742 37.742)
CM903 149 37.149)
CMT 325 792 . (325)
CPVBA 686 112 (31 686)
CZBPS 140 (140)
D1E1X 776 173.(6,776) ,
DRR 267 104 31.41 267)
E1N (2)
E3D 542 981 (1,542)
E3N 183 919 (183)
E3P 212 444 (212)
E6A 942 270 (942)
E6C (0)
E60 (2)
E6N 639 768 639)
E8C 2.47 (40)
EAB 0.49 (4)
EAJBE (58)
EAPRR 351 499 351)
EAT 366 16,479 (30 366)
EC8 375 139 24,27.753 378
EEA 206,002 995 27.349,865 143,863
EEF 27.594 558
EMC 618 19.(618)
EML 980 140 (980)
EO3 165 (165)
ER4 (5)
ES7 (12)
ESC (37)
ESF (11)
ESHC3 330 1,415 (3.330)
ESHC6 830 106 (830)
ESHT3 2.47 (12)
ESHT6 (1)
ESM 682 180 (682)
ESS 694 61.694)
ESX 556 887 556)
ESZ (2)
EVB 2.47 (25)
EVD 2.47 (72)
EVF (69)
EVFHG (7)
EVO (86)
EWS 584 (584)
EXM 835 943 14.27.79,461 626
FAL 739 557 2.40 612 (127)
FBJ 2.47 (7)
FDJ 2.47 (42)
FDJHG 2.47
- -
(5)
FHGPA 61.61.
FNA 101 (5)
FVJ (74)
FVJHG (12)
HCKPG 2.47 (75)
HLA (3)
HTG 268 385 245)
LMB 17.27.108
M1W
(q)
M4H 45.45.
M63 630 959 13.(12 630)
MBB 751 903 12.48 12.263 512
MV5 (1)
MVP11 4.41 (13)
MVP14 (12)
MVP6C (4)
MVPCF (4)
MWN 359 812 (359)
N2W (7)
NLRXW (1)
NLT (2)
NNK 251 005 200 (27 051)
NPU 035 512 983 (52)
NSD 918 719 5.45 841)
NSK (27)
NSQ 5,465 862 201 264)
NSS 843 735 226 618)
NSY 939 279 (871)
OVDXX (4)
PFY (5)
PGJA7 (268,495)907 (4.89)268,495
PGOCL 220 54.27.108 (112)
PGSA7 ' 268 520 912 (268 520)
PORXX 702 125 0.43 (23,702)
RCA 771 210 13.12.652 (119)
RCF 569 419 13.12.342 (227)
RGG1A (6)
SAK 357 482 342 (14)vas 520 104 520
VFN 258 261
VGT 260 107 2.43 321
VJMXU 204 12.12.204
VJMXW 19.19.
VMC1X
VMC2X
VPH
XLl 377 390 363 (14)
MN Total 254 309 448,473 518.599 (735 710)
1FB 742 630 28.34,019 277
9PZLX 723 564 0.46 (723)
9ZR 13,612 480 (13,612)
A2Y , 16 16.40 34.
AFK 26,863 950 28.34.33,203 339
AFV 340 28.34.419
ALM 16.26 34.
CLT 342 166 340 (1)
E3D (20)
E8C (28)
EO3 021 209 021)
. ES7 (6)
ESC 207
- -
(207)
ESM 206 295 206)
ESX 492 121 (492)
EVB (20)
EVD 221 135 (221)
EVF 251 123 04.(251)
EVK 140 (140)
EVO 356 207 356)
FAL
FDJ (20)
FYJ (41)
HTG 346 353 65 .325)
LMB 16.34.
M1W (1)
MBB 944 154 12.12.964
MBJ 11.11.
MVP (5)
MVP11 (34)
MVPBL (10)
MVPCF 2.46 (2)
MIJ'VIN 109 (22)
NCE (3)
NLT 1.23
NLUY2 (9)
NNK 575 244 6.46 107 (1,468)
NPU 2.46 (1)
NSD 190 (187)
NSK 0.20 (8)
NSQ 209 2.46 (200)
NSS . 46 (41)
NSY (31)
PGOCL 45.34.(20)
PGOCM 245 40.34.210 (36)
PORXX 694 614 0.43 (694)
RCA 23.(71)
RCFYH 23.(24)
REB3X 1.15 (13)
RNCAF
RTY 115 (115)vas
VFN
VGT
VMC2X
VPH
ZNB 042 513 042)
MT Total 634 343 5.48 58,685 (16.949)
1DT 26,640 011 26.(26,640)
1FB 583 31.28.415 (168)
9PZLC 235 (2)
9PZLX (27)
9ZR 188 215 22,119 (188,215)
AR5 (21)
AR9 120 14.(120)
ARH 120 14.(120)
ART 247 123.(247)
C2U 7,411 038 (7,411)
CLT 190 561 12,062 (128)
CM901 37.(37)
CM903 37.(74)
CMT 0.41 (20)
CPVBA 627 012 (627)
CUD 670 663 (68,670)
D1E1X 3,434 149.434)
DRR 31.41 (63)
E3D (26)
E3N (2)
E3P (2)
E6A (9)
E6N.(32)
EAJ EX
EAPRR 10B (57)
EAT 602 280 (602)
EC8 126 13.28.255 129
EEA 075 989 28.989 914
EH6 . (36)
ESHC3 (37)
ESHC6 (10)
ESM (18)
ESS 61.(62)
ESX 147 140 (147)
EVD 2.47 (2)
EVF (9)
EVO (10)
EWS (8)
EXM 731 14.28.443 712
F5GPG 839 83.(839)
FAL 852 173 844 (7)
FNA 318 315 (3)
FVJ (6)
HTG 7.48 (22)
HYE 235 33.(235)
HYS 168 33.(168)
KX9 (1)
M1W (1)
M63 507 552 507)
MBB 565 360 12.12.590
MBJ 11.11.
MV5 (1)
MWI/V (14)
N2W (5)
NLT (0)
NNK 029 961 181 (30 848)
NPU 451 268 453
NSD 792 126 (778)
NSK 0.20 (3)
NSQ 748 006 109 639)
NSS 1 ,435 491 151 284)
NSY 494 131 (462)
PFY 109 361 (109)
PGJA7 274)077 (4.90)274
PGSA7 274 077 (5,274)
PORXX 826 22,850 0.43 826)
R4H 253,347 661 11.28.613 006 359 660
R4N 420 20.28.594 174
R5G
- .
16.28.
R5S 540 11.28.330 790
RCA 14.14.(1)
RCF 760 13.13.762
REB3X 1.15 (1)
RKY 16.28.
RNCSP (34)
SAK
vas 110 110
VFN
VGT
VPH
XSG 168 16.28.283 115
X5S 129 11.28.311 182
XLL 011 197 906 (105)
NO Total 633 717 111.333 669.484 35,767
1FB 165 086 830 28.35,209 589 503
1TM 14.35.144
9PZLC (0)
9PZLX 143 (78)
9ZR 276 915 (39 276)
AFD 6.42 32 .
ATF'
B1A 1X 18.18.
CLT 616 333 615 (1)
01 E1X 145 145.(145)
E3D 172 (172)
E3P (1)
E8C (89)
EAJBE 1.46
EO3 964 231 964)
ESC 945 290 (945)
ESM 469 357 (5,469)
ESX 225 277 225)
EVB 177 2.42 (177)
EVBHG 2.42 (7)
EVD 875 271 (875)
EVDHG (48)
EVF 684 154 (684)
EVFHG (27)
EVK (24)
EVKHG (16)
EVa 322 340 322)
EVOHG (14)
FAL 207 233
FBJ 2.42 (77)
FBJHG . 1 (3)
FDJ 353 419 353)
FOJHG 139 (139)
FHGPA 75.75,
FNA
FVJ 234 278 4.44 234)
FVJHG (75)
G EXAX
HLA (6)
HRLAM 31.29.(2)
HTG 908 615 157 (17 751)
KX9 129 (75)
LMB 567 29 ' 20.35.043 456
M1W (1)
M4H 55.55.
MBB 12.12.
MVP11 254 (254)
MVP14 (15)
------- --------
MVPBC (47)
MVPCF (33)
MVPCU 87 .(6)
MWN 471 (94)
N2W (35)
NCE
- -
(3)
NKM (38)
NLRXR 1.41 (1)
NLT
NLUBR'16.(30)
NLUBT 16.(15)
NLUY1 (7)
NLUY2 0.44 (9)
NNK 053 635 0.44 279 773)
NPU 175 2.47 2.46 175 (1)
NSD 012 332 976)
NSK 0.20 (40)
NSQ 663 205 (641)
NSS (66)
NSY 103 0.24 (96)
OBK6X 10.43 10.43
OC4
PGOCL 263 45.35.007 (257)
PORXX 562 963 0.43 562)RCF.13.13.
REB3X (1)
RGG1A (23)
RiVXC 13 .(13)
RiVXY (0)
SB5 13 . 2
SFO 259 37,35.252 (7)
SRG 2.42 2.42vas
VGT
VPH
XLL 221 220 (1)
RiVX9 (2)
NE Total 258 547 022 215 304 (43.243)
1FB 653 112 29.27.191 (2,463)
9PZLX'(44)
9ZR 766 106 . (37 766)
A2Y 17.27.109
AFD
AFK 501 743 29.74,472 028)
AFV 627 36.27.462 (166)
ALM 21.27.
ATF
CLT 695 327 693 (2)
E3D 3.40 (65)
E8G-(68)
EO3 332 653 (3,332)
ER4 (6)
ES7 000 (29)
ESC 529 153 3.45 (529)
ESM 547 832 547)
ESX 280 193 280)
EVB 258 101 (258)
EVBHG (18)
EVD 170 344 3.40 170)
. :"
EVDHG'398 117 (398)
EVF 392 298 392)
EVFHG 229 (229)
FAL (74)
FBJ (51)
FBJHG (3)
FDJ 112 3.40 (112)
FDJHG
- -
(61) ,
FVJ 126 (126)
FVJHG (23)
HCKPG (15)
HFB 34.(34)
HRU\1 29.29.
HRLBM 122 61.60.120 (2)
HTG 11,713 722 103 (11 610)
LMB 13.40 27.
M1W (2)
MBB 761 454 12.12.789
MBJ 11.11.
MVP (10)
MVP11 O~OO (56)
MVPBL (10)
MVPCW (3)
MWW 349 (72)
N6S
NCE (3)
NLT
NLUY1 10.(7)
NNK 499 372 164 335)
NPU (0)
NSD 994 156 (977)
NSK (17)
NSQ 246 (236)
NSS (56)
NSY (36)
OC4
PGOCL 297 49.27.163 (134)
PGOCM 170 42.43 27.109 (61)
PORXX 688 926 0.43 (1,688)
RlVXY (0)
RTY 398 134 (398)
SEA (2)
VBS 111 23 .115
VFN
VGT
VJMXU 12.12.
VPH
XLL (1)
ZNB 306 867 1.15 (3,306)
NM Total 193,206 598 113,015 (80,191)
1FB 104,808 063 20.26.136,195 31,367
1FL 398 103 20,26.56,571 172
9PZLX (51)
9ZR 58,481 029 (58,461)
A2W 14.26.161
A2Y 253 14.26.484 231
AFD
CLT 570 395 569 (1)
E1N (1)
EO3 096 730 (6,096)Ese,543 202 (543)
ESF 207 (207)
ESL 337 144 (337)
ESM 375 558 375)
ESX 1,402 507 402)
EV2 (3)
EVB (62)
EVBHG (1)
EVD 931 597 (931)
EVF 722 370 (722)
EVFHG (23)
EVK 16 0:00 (16)
EVO 204 192
,,
(204)
FAl 1.24
FBJ (26)
FDJ 250 160 (250)
FDJHG (2)
FVJ 220 113 (220)
FVJHG (3)
HFB 26.40 (26)
HLA (1)
HRLA3 29.29.
HSO 2,400 264 136 (2,265) .
JBG 866 24.26.942
JBH 432 20.26.565 133
LMB 14.26.
lML 14.26.
M1W 00 .(9)
MBB 895 622 12.12.931
MBJ 11.11.
MVP11 223 4.45 (223)
MVPCF (26)
MVPCW (3)
MWN 416 (83)
NLT
NLUY1 (25)
NLUY2 0.44 (9)
NNK 788 613 269 (3,519)
NPU (0) .
NSD 679 116 (666)
NSQ 636 272 (607)
NSS (46)
NSY (88)
OBK6X
OC4
PGOCL 214 42.26.135 (80)
PGOCM 38.26.(24)
PORXX 092 192 092)
RAJC2 (30,456)136 (5.93)30,456
RAJC3 (16,226)2,429 (6.68)16,226
RAJC5 (26)(1.85)
RGG1A (44)
RGG1C (11)
RGG2A (4)
RGG2B (4)
RGG3B (4)
RTVXY (2)
RTY 131 (131)
SB5 5.42
SCFBT 472 (38)
SEA
SEQ1X 153 119 (33)
TBX 855 448 28,079 224vas155155
VFN
VGT
VJMXU 12.12.
VJMYJN 19.19.
VMC2X
VPH
- -
XLL 143 1.45 144
OR Total 228 019 150 4.49 233 113 094
JUL
1FB 1,484 36.29.45 207 (276)
9PZLC 501 (2)
9PZLX (26)
9ZR 130 161 666 (130,161)
CLT 182 811 182
CUD 763 319 (66 763)
D1E1X 377 168.(3,377)
E3D (8)
E6A 2.41 (14)
E6GUR (1)
E6N 1.18 (2)
E8G (61)
EAT (3)
ESM (5)
EVO (23)
F5GPG 338 84.(338)
FAL 809 150 776 (33)
FHZPA 15.15.
FNA 147 147
HCKPG (32)
HLA (5)
HLN (1)
HTG 120 (119)
HYE 270 33.(270)
HYS 270 33.(270)
KX9 (10)
M63 333 455 13.(6,333)
MBB 676 12.12.676
MBH
MV5 (1)
MI/'JIN (5)
N2W (5)
NLT
NNK 886 108 366 (19,519)
NPU 504 199 503 (0)
NSD 680 265 (1,652)
NSQ 217 361 178)
NSS 334 113 (300)
NSY 209 (196)
PFY 143 783 (143)
PGJA7 (148)(7.81)148
PGSA7 148 (148)
PORXX 974 463 974)
R4H 180 012 16,314 11.29.45 480 447 300,435
R4N 16.29.45
R5G 16.29.45
R5S 230 29.45 707 477
RCA 13.13.
RGF 557 13.13.554 (2)
REB3X 1.15 (1)
RHN 12.29.
VBS
VFN
VGT
X5G 16.29.45
X5S 177 11.29.45 471 294
XLL 756 149 755 (1)
SD Total 434,211 77.202 497.413 63.202
1FB 693 987 22,112 706 101 013
9PZLC (0)
9PZLX 154 275 (154)
9ZR 155 023 550 (155.023)
A2Y 22,
AFD 105 118
AFK 032 233 22.299 066 268 034
ATF (0)
B1A1X 18.18.
B1A2X 33.33.
CLT 283 372 538 255
DTLBX 264 346 199 14.(264 346)
E1N (1)
E3D 904 206 (904)
ESC 208 (208)
EO3 712 307 (22 712)
ER4 (14)
ES7 ('44)
ESC 548 035 548)
ESM 842 509 (15 842)
ESX 335 869 335)
EVB 407 231 (407)
EVBHG (33)
EVD 031 585 031)
EVDHG 418 237 (418)
EVF 172 445 172)
EVFHG 139 (139)
EVK 148 4.48 (148)
EVKHG (9)
EVO 133 747 133)
EVOHG 405 115 (405)
FAL 472 251 472 (0)
FBJ 213 121 (213)
FBJHG (39)
FDJ 387 788 387)
FDJHG 466 265 (466)
FHGPA 55.48.(7)
FVJ 610 612 (1,610)
FVJHG 200 (200)
GEXAX
HCKPG (76)
HFB (73)
HLA (2)
HRLA1 150 29.29.150
HRLA3 29.29.
HRLA5 29.29.
HRLAM 479 31.29.449 (30)
HRLBM 66,60.(6)
HTG 18,189 174 310 (17 879)
JND 11.
JUF 22.
M1W (9)
M4H.25.21.(3)
MBB 313 184 12.12.346
MBH
MBJ 11.11.
MBWCD (3)
MVP (28)
MVP11 356 (356)
MVPBL (84)
MVPCD
- -
(4\
MVPCF (19)
MVPCU .0.41 (2)
MWN 258 186 (258)
N6S
NCE (23)
NLT
NLLJBR 17.(33)
NLUBT 17,(16)
NLUY1 10.49 (3D)
NMO1A 11.11.
NMO2A 116 28.28.116
NNK 111 (105)
NPU 371 234 402
NSD 8,469 283 138 330)
NSK (75)
NSQ 920 350 (883)
NSS 323 105 (291)
NSY 419 107 0.24 (393)
OC4 3.47
OWM (5)
PGOCl 261 52.22.(148)
PGOCM 43.22.(43)
PORXX 865 290 . 0.43 865)
REB3X 171 149 (171)
RGG1A (29)
RGG1B (6)
RTYXY 139 (13)
RTY 456 175 (456)
SB5
SEA (5)
vas
VFN
VGT
VJMXU 12.12.
VJMXW 19.19.
VPH
XLL
ZNB 55,103 281 (55,103)
ZNBFX 963 183 16,(2,963)
ZNBHX 307 693 (25,307)
RXB 46.22,(49)
OVD2X (1)
HRLC1 74,67.(7)
PGOCH 29.22.(7\
UT Total 654 913 120 212 5.45 420.240 (234.673)
1FB 322,550 043 22.24.337 032 14,482
9PZLC (1)
9PZLX 115 205 (115)
9ZR 105 564 382 (105 564)
A2Y 215 11.24.432 217
AFD
ATF 1 .
,0 "
,..
CLT:762 897 753 (8)
E3P (1)
EO3 788 887 (14 788)
. .
ESC 399 163 2.45 (399)ESF 416 (416)
ESL (74)ESM 723 389 2.40 723)
ESX 936 810 936)
EV2 (16)
EVB 114 134 (114)
EVBHG (2)
EVD 307 350 307)
EVF 988 933 988)
EVK (33)
EVO 331 193 (331)
FAL
FBJ (31)
FDJ 392 229 (392)
FHGPA 225'75.75.225
FNA (0)
FVJ 449 211 (449)
FVJHG (2)
HCKPG
HFB 26.(81)HLA (2)HRLA3 29.95.40.
HRLAM 30.40.
HSHPT 105
HSO 193 825 290
JBG 275 22.24.288
LMB 127 15.24.192
M1W (7)
M4H 165 55.55.165
MBB 698 313 12.12.741
MBJ 11.11.
MV5 (1)
MVP11 (17)
MWN 225 053 (225)
N6S 10.
NLT 0.43 0.42 (0)
NLUY1 10.(36)
NNK 058 746 328 730)
NPU 128 (1)
NSD 594 406 (2,551)
NSQ 489 191 (468)
NSS (80)NSY 123 (115)
OVDXX (0)
PGOCL 281 46.24.144 (137)
PORXX 069 116 0.43 (6,069)
PUN (9)
RD5 13.13.(0)
REB3X 1.15 (3)
RGG1A 0.45 (65)
R1VXY (3)
RTY 311 182 (311)
SEA (0)
VBS 390 390
VFN 201 201
VGT 105 105
VJMXU 12.12.
VMC1X
VMC2X
VPH 111 111
I~LL
0.43 0.42 (1)
RXB 275 39.24.168 (107)
WA Total 492 957 62,667 7-87 358.208 (134 749
'NY 1FB 672 228 20.49 33.40'615 943
9PZLC 534 (20)
9PZLX
- -
(17)
9ZR 239 007 979 (239 007)
AFK 312 261 20.33.40 717 406
CLT 983 177 11,495 (489)
CU03X 100 542 263 (100 542)
01 E1X 176 130.176)
E30 (5)
E8C (4)
EO3 (42)
ESC.(51)
ESM 418 4.40 (418)
ESX 350 (350)
EVO (7)
EVO 169 (169)
F5GPG 545 90.(545)
FAL 635 125 660
FOJ (7)
HCKPG (3)
HTG 767 107 (760)
HYE 269 33.(269)
HYS 32.(33)
LBS 992 832 992)
M1W (2)
M63 1,426 193 (1,426)
MBB 586 595 12.12.586
MVPCU (18)
MWN (4)
NLT
NNK 45,405 6,480 849 (42,556)
NPU 728 202 711 (17)
NSO 020 30!)987)
NSK (14)
NSQ 259 207 130 (4,129)
NSS 654 212 (589)
NSY 616 155 (578)
PFY 396 (32)
PORXX 12,292 28,586 0.43 (12,292)
QURF1 (160)(2.75)160
QURF2 (36)(7.25)
QURF3 (104)(13.00)104
R4N 411 907 170 16.33.40 840 678 428,771
R5G 548 154 16.33.40 144 596
RCA 173 19.(173)
RCFVH 19.(58)
RCFVT 305 19.(305)
RCFWT 19.(58)
REB3X 1.15 (3)
REB8X (9)
RGG1A 7.45 (7)
RKY 333 126 18.33.40 208 876
RTVXY (1)
R1Y 101 (101)
SEA 4.40
vas 100 100
VFN
VGT
. .,"..
VJMXU 12.12.
VMC1X 0 .
VMC2X
VPH
X5G 109 16.33.40 238 129
XLL
- -
(4)
ZCB1X 105 13,(1,105)
ZCB2X 561 22.(561)
ZCB3X 058 40.(1,058)
ZNB 849 543 0.29 849)
'NY Total 872 249 148 595 892.450 20,201
Grand Total 12,593 261 109,709 4.49 11.333.765 (1.259.495)
- -----._-
Idaho PU~/ic Utilities Commission
OffIce of the SecretaryRECEIVED
AUG 1 6 2007
Boise, Idaho
Deanhardt, C. - Exhibit
Case No. QWE-06-
AT&T
r\'ta-j,D-ul IO::2~;: r ce-QYC ST 11 c:.
..\
illE lIT -:-mm~c::ii H::
~ -
mn::
~..:~
i!.l.,\T
i DEPOSITION
Purcb:ue A..~ecment j ~rr (if)
JTrade Secret Data Bqins -
This Purt;b.a!e Agrc:rricnt ("PJ.:'made m1d CIltCmi Into by and b~ M~eodUSA.
Tcle.coIDIIllJIlicarions Savices., Inc. and its suhsidia.ri:s and miliateS CuMcLeodUSA") and
Qw~ Communications Corp. and its subsidiari::s r~j (collcctivcly, the ""Pani:sj
effective an the 2nd day of October, 2000.
SUBJECT To irut.E OF EV1D'ENc:E 408
""'00
The ~2rti:s ~vc cmered in to en!:!' into this P A to facilitate md imp!ove thcir busillc:ss
8I1d opcra.tional activities, agreements and tclarlonsbips. In - consideration or the COV~
~ecmcnts and promises contained bdow the Parties a.grc:e to the following:
1. This PAis ~ered into b=tWe:n the Parnes based on the: following canditi ons, which arc
a matroal part ofthls agr-..em:m:
This P A sh.aIl be bindiDg on Qwest and McLcodUSA and each of their r:spccrlv:
subsjdiari:s, affiliated corparatioDS, sUcc::ssors and assigns.-
1.2 This P A may be amended or alt~d only by v;rinen iDsttumc:nt cxccu!-..d by an
authorized r:p~entat:ive cfOOm Parti~.
The Panics, in~nrim~to be legally bound, have executed this P A effective as of
October 2, 2000. in muhiplc counterparts; each of which ls dc::m=d !.Il original, but all of wbich
sb.all constitu:tc one and the same mst:rUm:at. -
. '"""='
Unless tenniriatl:d as provided in. this section, the initial t:rm of this PAis from
the dau: ofsigIring until Dec:mbcr 31, 2003 ("Initial Term) and this PA sball thae.aftc:r
automatically contiIIue until either party giVI:S at le:ast six (6) months adV2Ilc:: written notice
te:rmination. This is Amendment can"ODly be termina.t:d during thl: Initial Term, or at any timeth~, in. the event of:
1.4.a matc:rial brc.ach ofth: tcrms ofthe Agre:::::nents or this Amendment
which r:mams unresolved and uncompensated following application of the clispU1e
resolUtion provisioJJS of this agre:mc:nt;
- '
1.4.amatmal change in th: t:l::commu:1icarlons industry pricing structure that
is so adverse to McLeodUSA so as to makl: this P A useless; or
. 1.4.a teIminarlon of th21 certain Purchase Agr=ment with a 1ilce c:ff~ve ciat:
pumwlt to whic:hMdcodUSA purchases Products Cdl:fin~ below) from Qwest.
1.5 All facroal pre.:ondirions and duties set forth in this P A aIel intended to be,
and ax: ctjnsidered by the Pmi=s to be, rC2SoI12.bly related to, and dependent upon each otbcr
- 1.If either partY s performance oftbis P A or any obligation under this PAis
prevented, ~cted or intcrfe::::d v.ith by W1S~ beyond such Parties rasonablc comrol,
'"""='
~O~PCBUC DOCU:v1ENT
. 1 -CO;-';TAl~S TR.-\DE SECRET DATA
OJ1fl4 '
:"""'=--:'
t.l;r-.:.:-.!i ~::GI-:Eri L.:~ ~~?Mn:;~j:..:.i~. =~m24:::
_.;~:
~~~m:
;-:;=
SUBJECT TO RULE OF EVIDENCE 40;
including but not limited to acts of God, fire, explosion, vandalism which reasonabl: pr:~onscould not prota:t against, stcrm or other similar occum:nce, any law, ordex, regulation, dir-..ctiOIl.action or n:qu~t of any unit of f~ S!al:e or local gOV:I'I1II1:m, or of any civil or militu'y!UIh.ority. or by national em~q;:ncic:s, insum:ctions, riots, wars. Strik~ or work StoPD:1.ge orvendor failures, c:able cuts ,sbonages, breach. or delays, then such parry shall b:: =xcusd fumsuch perfoIIIlmlC::: on a daY-To-day basis to the ~'tent of such prcv:mion, r-..stric:"dOtl orintafu:nc:: (a "Foret:: Maj~).
. 1.7 rthout the prior writt:n consent of the other party and exc:pt as s~ 'forth below
or to ~ ~nt required by law. ncithe:rparty will disclose to any pa:.on the existence or contl:Il!oftbis ag:r::emC:Dt, or maIe:rial tmns ofthe: ~c::mcnL In tht eveD! that either pany concludesthat disclosure is rcqujrcd by applicable law. including but norlUnited. to the regulations of the
S c:curi 11 cs and Ex chang ceo mmissi 0 ~ such P arty w:il1 provide the other p any \1w'i th prompt no ti c etbe:r-..of and an oppornmity to comml:Ilt on such disclosure prior to such disclosure and such pmywill disclose only the: wormarloD that. in the opinion of its counsel, it i! required by such law todisdo~. In the ev~nt that either party or any of iIS Rcpr:scntsri.vcs is required by a
gov=mme:ntal aUthority or in CoDD.~on v.ith a legal proce~dlng or pursuant to legal prcc:ss todisclose any of the Evaluation.Material with respect to which such pmy is the: re:cc:iving
p~
any oilia matt::r rd::rrc:d to in the imm~tfu.tc:Iy pre:c:aling paragraph, it is agreed that such party\VilJ. provid: the: otha pany with prOmpt notic:: of each such request or requirement so that suchother parry may seek promptly an appropri~ protective order or other appropriat:: remedyand/or \Va.ive compliance: by Such party subject'tO such request or requir:ml:Ilt \J,ith the:provisions of this P A and the: party giviDg DOtic~ shan use its commercially r~ona.blc: efforts toassist the: party seeking protection. In the event that such protective: order or other remedy is notobtained promptly, s~h party subject to S1lc:h requirc:m=nt ma.y:funilih tbDt portion (and onlythat portion) oime P A or other informanon with r~ect to such matter that. in the: opinioD afitScounsd, it is legally compelled to cUsc1os: and will cx:::-cise its commercially :reascma.bl~ efforts
to obtain reliable assuranc:: that c:onndl:I1tlal treat:me:nt wUfbc accorded any infonns.rlon sofu..~hed.. The trnn "person . as used in ibis A~ment shall be broadly im::rpreted to include
-.=r"itbout limitarlon any corporatio~'comp:mY;'Partnl:!Ship; or~tio~ baDk, group, individualor other entity.
Neither party will pr~sc:nt itself as representing or jointly mark~ting saviccs withthe: otbe-r, or mark~ its sCIVic:es ushig the n.a:inc oime othcr party, \1tithout the prior writtenconsent oime other party.
2. In consid~tion of the agr=:mi:ms and CovClaDtS set fonh above and !he e::u:ire group coVeJJants provided. in section 3 MdeodUSA agrees to purchase from Qwest, or one of itsaffi Ii ate c 0 rpo ra.ti 0 ns, durin g th e Ini rial -T C::In 0 f this P A. at 1 c:ast . $ 4 8 0 mi ill 0 Il worth 0 fu:lc:cotmriumcatlons., c::Ihanced or infonnmon services. network elem~ts, intcrcODn~tjon 01"colloca:rion servkcs or elemc:nr.s, ca.pacit)., t.cIIDimtion or originarioIl serv1c:s, switching or fiberrights (the: "Products"). 8.I prices pr--viously quoted by Qwest, including bUt not limited to, onany products or updated products for who1C:sa1e long. dista.ct:c smiC::3 purcwe:d, the highestdiscount levc:l available for that product, stibjea to the terms of this section 2.
XO~PLJBLlC DOCU~ENT
. ~-
CONTAINS TRADE SECRET DATA
nl1rl1
"...
~v '.. .....a;,;rr:'r~ni :.:u..\L j;~rAit,L€ij ..3D!ZiZH:;i-J3; ? . :m~H r-~::
SUBJECT TO RULE OF EVIDENCE 408
Subject to the provisions of this ser:tion 2, by
Dec..-mber 31,2001,McLe:odUSA Will pmcha.s= ami:cimum afS150 million ofPradUCts zmd in cv:ntpurchases by McLeodUSA do not meet this miDimum, McLeodUSA agrees to
mm apayment to Qwest, DC lat:r then JanU3l)' 15, 2002. in an amount ~ual to diifae:nce .bet-.veen actual purchases md the IDinimum.
....".
22 StIbjea to the: provisionS cfthis se:ction 2, tram January 1,2001 throughDcconber 31,2002, McLeodUSA will pnrch2sc a cUImIlative minimum of S3 I 0 miIlionofProducu, ami m the event purchas~ by Mcl.eodUSA do nOt meet this minim1nn,McLeodUSA agrees to DlAke a paymCIlt to no l2ter th3n January 1 S. 2003 , in anamount equal to the differe:nc=, bC!We~ actual pun:has:s and th:: nilirimum.
2.3 Subject to the provisicm.s of this se:tion 2, From Januaxy 1,2001 throughDec:mbc:r 31, 2003. McLeodUSA will purchase a cumulative
mixUmum of$480 millionof Products, and in the event purchases by McLcodUSA do not mc:t this minimum,
McLeodUSA s.gI'e:3to make apaymcntto Qwest:, no 12rtbanJanuaxy 15 2004, in anamount equal to t11e difference betw~ act:1W purchMes and the miIrimum.
2.4 The minimum pW'Chasc requir~L:II!S provided above: shall be c:h.!mgcd.proportionally, but in no event to exc-~d 5480 million in the cumulative ~n'"-gate
. if thefollowiIJg occur to a ma!eri.al degre~:
A reduction in the: rates for any oftbe Products.
2.4.2 Products are no loDger off~ withoUt adequate substitution.
doing business.
2.4.3 AIJ.y sale of CUIreIlt Qwesr cxcbanges where Mc:LeodUSA is
oc.
4.4 Delays in thc delivery of an order~ ProdUCt tha! caUSeMcLeodUSA difficulty in m~ting its minimum commitm~.
2.4.5 Rcll2Se, sale, transfer or Ie~uisbmcnt of any c:urr::ltcollo~tion back to Qwest by mutual agreement
6 McLeodUSA's business is prcvent:d, reStricted or int:ri'::redv.ith by a Force Majeure as dcscn"bcd in seCtion 1.
2..4.Cb.anges in technology eliminating the need for
cenam servicesprovide.d by QwCSt, provided Qwest bas the right of first refusal to provide the ~bnology.2.5 Th~ Panics will meet to discuss aU proposcd changes in ~uimnl;I1~ or .payments punuant to this section 2. and will resolve any disputes pursuant to Es::a1aticn
Proc:cduxcs to be dcvelope.d by the Parties. b:for: any payment or change in ~cme:nt made.
NONPUBLIC DOCUMENT
.3.CONTAINS TRADE SECRET DATA
f"'\" , /"\'
""'
Aul-JD-OI II :DOa r r CI:'-QE Ii LE ill DE P AmEKi +ln~Zmi&i T-m P.Q2S/m r-~ii
SUBJECT TO RUlE OF EVIDENCE.(tII
26 The take orp~ purclwc r:quhem~ oftbis section ar: sp:ciDcaJJyc ondi ti ODed 011 the rates 0 fi' ered for the Pro ducts as 0 f the: d ate of this P A ~ 1'M in g in df =t atlevels no higher than th: ratJ::s quoted.3. Ie. cons:idaation of the agreements zmd coven.a.ms forth above cmd th= emi.rc group ofcovcnmts provided in section 2. all taUJ1 as a whole, with such ccmside:ration only beingadequate. if all such aDd COVc:nmt3 m: made and are enfurt::able. Qwest agrees tomake tb: ~ducts available far parchB.sc by McLeodUSA, at such mc:s and on such terms ;mrl, conditiCIlS as
:.-, .' ""
~~dcr of page mteutionillY;bIiinkJ
, ..-
0' .
"-... '.. . ."".... .'" . '
"'. 0
. . '. "..'.' .-- - . ." .. - '- '.. "'.. ... " . ,
0 . - .
NONPUBLIC DOCtJME~T
CONTAINS TRADE SECRET DATA
0110'1~
AUI-jU-UI II :UU45 fr~ST LEGAL GCr~Tl~/:lbntltltl ~tI:;:II 1S~J.~b~+3D3znU6i j-m p.azTmi ~~::.u.J1 r/.J~'~II~ r-~ I:~
St.1BJECr TO 1 ULB 0 F ~:E:NC:3 C 0 i
Trade Secret Data Ends!
Mme and cnte::d. into en 1hc dat: written above by McLecatISA and Qwc.rl.
. -
MeLee dUS A T e1 eco I'a:municm D l1!
SeMeeJ, In ~Qwe:rl: Communications Corp.
~~-? ,;;:;.
Authario:ed Si~
!j-
Atnhcrlzed Signa.tute
"""'='
Blab: 0, Fisher. TT.. N~ ~::d NJm1! PrimcdlTypod
Vi CQ :?rcsi dent
Title True
October 20.2000
Date October 26. 2000 .
Date
E-.Qw=lQTOJ'l a2!aJ
NONPUBLlC DOCUMENT
.,.
CONTAINS TRADE SECRET DATA
aunt I .
..,-3""~'DI.. " !!~'!_LE~ .DE~~
- ,----_.":"""', .
HI; P.l2""" ~a'
~ --.
f~il!rQmj-mfGATIOK SUPPORT
(TO'UI 10.26' DO I3:09/RT. t3:D7/11~
486I!C3320? 2StJBJRcrTC lllt2 01 !VIPsN1;2 (01
Mad: cod
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an da1 co Wri t%e:t &ho 1,y M d ~ SA ad Qw=s
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'1'dt=mI!UlDit:lltia~
Scr"iccf lne. Qww ClJmmuDil;l~%U C:~1j1.
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- Name ~yPcd
Gm = V 1 c:e Pre-si d!:ut
Trtle E" x'€c' 1.1-1'.
TItle
Octob=:r 25 :~UJOO
Qdtt~~ 2S- ::mcoDe"
c:l1C1rCI' C:zl! aI
~O~PliBUC DO~UMENT
CONTAINS TRADE SECRET DATA
,........ ..c
-.... .....--
()1101..,0
Idaho
~~~lic Utilities Commissionof the Secretary
CE/VED
AUG 1 6 2007
Boise Idaho
Deanhardt, C. - Exhibit
Case No. Q WE- T -06-
AT&T
Mcleod USA Monthly Summary
421/C-02-I97
DOC 08-210
TRADE SECRET ATTACHMENT
Sep-
(Trade Se
State Current Past Due Total Due % Currentret Data Begins Charges Charges
Iowa
$ .
745 497.674,597.4,420 095.85%
Minnesota 2,414 261.584 263.998 524.81%
South Dakota 555,41'6.493,198.048,615.53%
North Dakota 714 495.64 - 388,039.102,53"5.65%
Wyoming 861,454.757.942 212.91%
Colorado 261,006.240 708.501.,715.90%
Nebraska 244 099.122.315 222.77%
Idaho 629.974.164,603.59%
Arizona 766.726.493.12.85%Utah.262 291.260,124.522,416.50%Washington 855.62,539.117,394.47%Oregon 29,122.970.52,093.46 56%
Montana 196.199.395.50%
To1al ~ 11 LI fI'J":.JW ~:JL LL.j.:Ii 14 LL4 .jlt!.I ':J"la
Oct-
State Current Past Due
ITotal Due
% Current
Charges Charges
Iowa 728 522.(863,605.79)864 916.130%
. Minnesota 345 521 ;28 (443,832.73)901,688.123%
South Dakota 545,727.(38 168.42)507,559.108%
North Dakota 708 784.845.712,629.99%
Wyoming 857 828.
$.
. (30,537.28)827 291.104%
Colorado 331,359.131,847.2A63 207.85 95%
Nebraska 224,436.325.17.226,762.99%
Idaho 111,856.299.117,156.95%
Arizona 40,526.133.659.100%
Utah 342,738.007.65)338 730.101%
Washington 76,075.629.88,705.86%
Oregon 37,812.(70,348.44)(32 535.54)116%
Montana 202.213.. 95%
Total $ 11,351,393.$ (1,294 407.40)$ 10 056 986.113%
V.L va J,IDCS$ N'YU SNIV lNO~
.;;;:: . -'- . .' '.. - ,
rWNON
The information contained herein should not be disclosed to unauthorized persons. II is intended for use by Owest only
Nov-
State Current Past Due Total Due % Current
Charges Charges
Iowa 840,088.107,001.947 090.97%Minnesota 2,409,161.(262,140.73)147 020.112%
South Dakota 543,102.(39 580.37)503,522.108%North Dakota 715,820.73,930.789,750.91%Wyoming 897 288.43,029.940,317.95%Colorado 264,292.194,091.458 383.92%Nebraska 292,829.372.295,202.99%Idaho 139 828.121.142 949.98%Arizona 893.005.899.97%Utah 392 884.503.46 396 387.99%Washington 123,173.200.125 374.98%Oregon 023.437.55,461.96%Montana 197.11.209.94%New Mexico 14,790.518.15,309.97%Total $ 11,748 376.132,503.11,880 880.99%
Dec-OO
State Current Past Due Total Due % Current
Charges Charges
Iowa 794 022.(131,736.48)662,286.104%Minnesota 343,260.(399,331.93)943 928.121%
South Dakota 543 177.(34 497.63)508,680.107%North Dakota 718,589.428.720 018.100%Wyoming 848 541.363,277.211,818.70%Colorado 631,109.301 570.932 679.90%Nebraska 307,460.868.308,329.100%Idaho 195 666.719.196,386.100%Arizona 88,617.482.89,100.99%Utah 535,334.087.44)526,246.102%Washington 144 298.123,173.267,472.54%Oregon 96,562.866.97,428.99%Montana 518.11.529.98%
New Mexico 27,660.847.28,507.97%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
Total $ 12,274 820.13 $218 593.50 $ 12 493 413.98%
The information contained herein should not be disclosed 10 unauthorized persons.1t is intended for use by Owest only
Jan-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 786,590.207,843.994,433.95%Minnesota 2,426,407.(168 686.46)257,720.107%South Dakota.548 817.76,832.625 649.88%North Dakota 723 045.320 688.043 734.69%Wyoming 881,903.122,699.004 602.88%Colorado 734 082.347,294.081,376.89%Nebraska 323,648.(334.34)323,314.100%Idaho 261,123.783.262 907.99%Arizona 188,641.(719.68)187,921.100%Utah 636 255.552.48)632,702.101%Washington 279,539.601.281 141.99%Oregon 142 933.156.144 089.99%Montana 42.20.62.68%New Mexico 375.568.943.99%Total $ 13,017,407.907,193.13,924 601.93%
Feb-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 452,970.(143,540.42)309,430.104%Minnesota 333,597.(276 671.90)056,925.113%South Dakota 5~3, 106.(28,129.67)524,977.105%North Dakota 730,656.(6,913.37)723,743.101%Wyoming 484 441.57,236.541,678.98%Colorado 866,980.281,732.148 713.91%Nebraska 307,577.176.308 754.100%Idaho 329,105.979.330 085.100%Arizona 229,607.115.229,723.100%Utah 642,118.926.644,045.100%
NONPUBLIC DOCUMENT
CONTAINS TRADESECRfiT DATk--
Washington 332,977.134.337,111.99%
Oregon 163 850.930.166 780.98%
Montana 251.31.282.89%
New Mexico 100,491.062.103 554.97%
Total $ 14,527 734.(101 928.71)14,425 805.101%
The information contained herein should not be disclosed to unauthorized persons.1t is intended for use by Owest only
Mar-
State Current Past Due Total Due % Current
Charges Charges
Iowa 779 827.(204,597.58)575,230.106%
Minnesota 2,442,558.31,479.474 038.99%
South Dakota 533,885.(35,031.08)498,854.107%
North Dakota 731,412.496.737,908.99%
Wyoming 059,373.680,067.739 441.61%
Colorado 817,452.381,609.199 061.88%
Nebraska 316,536.883.318 419.99%
Idaho 332,984.1 ,538.334 522.100%
Arizona 326,911.(1,521.22)325,390.100%
Utah 677,458.029.678,487.100%
Washington 363,110.726.366,836.99%
Oregon 189,779.185.191,964.99%
Montana (223.47)(223.47)100%
New Mexico 122,376.215.124 591.98%
Total $ 13,693,443.871,080.14,564 523.94%
Apr-
State Current Past Due Total Due % Current
Charges Charges
Iowa 894 877.(154,614.93)740,262.104%
Minnesota 515,377.(256 074.09)259 303.111%
South Dakota 560,337.11,088.571 425.98%
North Dakota 749,005.999.765,004.98%
Wyoming 639,966.470,921.110,888.58%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
Colorado 886,764.315 805.202 569.90%
Nebraska 335 855.170.337 026.100%
Idaho 402 385.302.411 688.98%
Arizona 412 432.674.415,106.99%
Utah 771 913.083.776,996.99%
Washington 414,402.190.415,592.100%
Oregon 224 267.528.226 795.99%
Montana . 3 812.(223.47)588.106%
New Mexico 165 459.322.167,781.99%
Total $ 13 976,856.427,174.14,404,031.97%
Wyoming current charges reflects $400K in adjustments that were on past due.
The information contained herein should not be disclosed to unauthorized persons.1t is intended for use by Owest only
May-
State Current Past Due Total Due % Current
Charges Charges
Iowa 839,247.(150,521.01)688,726.104%Minnesota 560,951.(203,643.53)357,308.109%
South Dakota 546,939.456.548,396.100%North Dakota 766 549.336.778,886.98%
Wyoming 843 874.(13 938.81)829,935.102%
Colorado 972 407.(18,792.98)953,614.101%
Nebraska 327,056.106.329,163.99%Idaho 407,145.18,768.425,913.96%Arizona 409 101.663.411,765.99%Utah 549 909.506.559,416.98%Washington 443,286.817.445 103.100%Oregon 228,788.674.230 463.99%Montana 29,340.527.29,868.98%
New Mexico 166 310.(1,092.09)165 218.101%
Total $ 14 090,908:47 (337,130.68)13,753,777.102%
Jun-
State Current Past Due Total Due % Current
Charges Charges
Iowa 775,445.(150,558.61)624,886.104%
Minnesota 730,160.(258 108.24)472,052.110%
NONPUBLlC DOCUMENT
CONTAINS TRADE SECRET DATA
South Dakota 553,584.771.558,356.99%
North Dakota 773 972.12,037.786,009.98%
Wyoming 881,682.(19 659.01)862,023.102%
Colorado 004 138.(33 501.07)970,637.101%
Nebraska 321 968.840.323,809.99%
Idaho 456 681.747.483,429.48 94%
Arizona 520 486.732.529 218.98%
Utah 853 963.(212,782.22)641,181.67,133%
Washington 517,136.021.525 157.98%
Oregon 233,719.147.241 867.97%
Montana 56,544.775.58,320.97%
New Mexico 194,711.191.195 902.99%
Total $ 14 874,197.(601 343.78)14,272 853.104%
The information contained herein should not be disclosed to unauthorized persons.!t is intended for use by awest only
Jul-
State Current Past Due Total Due % Current
Charges Charges
Iowa 682,173.(162,893.02)519 280.105%
Minnesota 909,326.758.944 085.99%
South Dakota 557,273.830.560,103.99%
North Dakota 722,398.12,057.734,455.98%
Wyoming 982,315.210.1 ,029,526.95%
Colorado 048,092.184,999.233,091.94%
Nebraska 326,916.643.328,559.99%
Idaho 623,786.26,649.650,435.96%
Arizona 542,891.(8,801.08)534 090.102%
Utah 862,611.(8,954.66)853;657.101%
Washington'597,969.218.606,187.99%
Oregon 204,182.552.212,735.96%
Montana 58,270.324.594.98%
New Mexico 201,662.(620.07)201,042.100%
Total $ 16,319,870.146,976.16,466 846.99%
Minnesota total higher due to cost docket discount change to 9-
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET D,
Aug-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 3,470 870.44 (81,492.53)389 377.102%Minnesota 761 716.42,018.803 735.99%South Dakota 524 508.428.526 936.100%North Dakota 590 710.4;568.595 278.99%Wyoming 814 573.34,470.849 044.96%Colorado 886 003.(37 114.94)848 888.101%Nebraska 389 338.320.391 659.99%Idaho 560 187.271.588 458.95%Arizona 601 071.(10 963.51)590 107.102%Utah 883 752.(13,941.40)869,810.102%Washington 572,088.389.584,478.98%Oregon 261,164.8,414.269 578.97%Montana 879.336.215.100%New Mexico 225 604.403.99)224 200.101%Total $ 14 630,469.699.21)620 769.100%
The information contained herein should not be disclosed to unauthorized persons.!t is intended for use by Owest only
Sep-Q1
State Current Past Due Total Due % CurrentChargesCharges
Iowa #DIV/O!Minnesota
#DIV/O!South Dakota #DIV/O!North Dakota
#DIV/O!
Wyoming #DIV/O!Colorado #DIV/O!Nebraska
#DIV/OIIdaho#DIV/O!Arizona #DIV/O!Utah
#DIV/OIWashington#DIV/OIOregon#DIV/OI
NONPUBLIC DOCUMENT
~ONTAINS TRADE SECRET DATA
Montana #DIV/O!New Mexico #DIV/O!
Total #DIV/O!
Oct-
State Current Past Due Total Due % Current
Charges Charges
Iowa #DIV/O!Minnesota #DIV/O!South Dakota #DIV/O!North Dakota #DI\110!Wyoming #DIV/O!Colorado #DIV/O!Nebraska #DIV/O!Idaho #DIV/O!Arizona #DIV/OIUtah#DIV/O!Washington #DIV/O!Oregon #DIV/OIMontana#DIV/O!
New Mexico #DIV/OITotal#DIV/O!
The information contained herein should not be disclosed to unauthorized persons. It is intended for use by Owest only
Nov-
State Current Past Due Total Due % CurrentChargesCharges
Iowa #DIV/OIMinnesota#DIV/OI
South Dakota #DIV/O!North Dakota #DIV/OIWyoming#DIV/O!Colorado #DIV/O!Nebraska #DIV/O!Idaho #DIV/OI
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
Arizona
#DIV/O!Utah
#DIV/O!Washington
#DIV/O!Oregon
#DIV/O!Montana
#DIV/O!New Mexico
#DIV/O!Total
#DIV/O!
Dec-
State Current Past Due Total Due % CurrentChargesCharges
Iowa
#DIV/O!Minnesota
#DIV/O!South Dakota
#DIV/O!North Dakota
#DIV/O!Wyoming
#DIV/O!Colorado
#DIV/OINebraska
#DIV/O!Idaho
#DIV/OIArizona
#DIV/OIUtah
#DIV/O!Washington
#DIV/OIOregon
#DIV/OIMontal1a
#DIV/OfNew Mexico
#DIV/OITotal
#DIV/OI
The information contained herein should not be disclosed to unauthorized persons.!t is intended for use by Owest only
Jan-
State Current Past Due Total Due % CurrentChargesCharges
Iowa
#DIV/OrMinnesota
#DIV/OISouth Dakota
#DIV/OrNorth Dakota
#DIV/Or
NONPUBLlC DOCU\.1f: " I
CONTAINS TRADE SECRE . r,
Wyoming
#DIV/O!Colorado
#DIV/O!Nebraska
#DIV/O!Idaho
#DIV/OIArizona
#DIV/O!Utah
#DIV/O!Washington
#DIV/O!Oregon
#DIV/O!Montana
#DIV/O!New Mexico
#DIV/O!Total
#DIV/O!
Feb-
State Current Past Due Total Due % CurrentChargesCharges
Iowa
#DIV/O!Minnesota
#DIV/OISouth Dakota
. #DIV/OINorth Dakota
#DIV/OIWyoming
#DIV/OIColorado
#DIV/OINebraska
#DIV/OIIdaho
#DIV/O!Arizona
#DIV/O!Utah
#DIV/O!Washington
#DIV/O!Oregon
#DIVlO!Montana
#DIV/OINew Mexico
#DIV/OITotal
#DIV/OI
The information contained herein should not be disclosed to unauthorized persons. It is intended
for use by Owest only
NONPUBLIC DOcuMENT
CONTAINS TRADE SECRET DATA
MEMEDIN
EDIN
Me I eo d m 0 nth I sum m a ry Adm in. i 5
06/21/02 10:08 AM
....................................................................,............................................""""""""""""""""""""""""................."""""""""""""""""""""""""""""""'"......,.........................................................."""""""""""""""""""""""".............................................................."..............................................................""""""""""""'" ......................... ............. ..............,................................................................................. ...... ...................................................................... ....""""""""'" ..... ................................................."""""""""""""""""""""'"""""""""""""'""""""""'".... """""""""""""""""""'"""""""""""""""............................................................................................................................................""""""""""""""""""""""""""""........................... .""""""""""""""............................"""""""'"............... ..""""""'" ..""""""'" .."""""""'""""""""""""""""""""""""""""""""'"""""""""'""..........,... .."""""""'""""""""""'..........."................................................................................... ...... ............................""""""""'".....................................................""""""""""""""............................"""""""""""""".......................................... ...........................""""""""""""""....................................................................................."""""""""""""",""""""""""""""'""""""""""""""""'"""""""""""""""""""""""""""""""""""""""""'"""""""""""""""""""""""""""""...........................""""""""""""""""""""""""""""""""""""""""'"""""""""""""""""""""""""""""""""""""""""'"............................""""""""""""""""""""""""""""...........................""""""""""""""............................"""""""""""""""""""""""""""".... """""""""""".. """""""""""'".......................................................... ........................... ... ............................................................................. .........................................................""""""""""""'"............................""""""""""""""...................................................................................."""""""""'"................................................................."""""""""""""""""""""""""""""""",""""""'" ........... ...... ......................................................""""""""""""""""""""'""""........ ......... ......... ..........."""""""""""""""""'"""""""....................................."""""""""""""""""""""""'""""""""""""""""""'""""""""""'...........................,......................................."""""""""""""""""""""""'""""""""""""""""""""""""'"
NONPUBLIC DOCUMENT
CaNT AJNS ~E SECRET DATA
Mcleod USA Monthly Summary
Administrative
Nav-
State Current Past Due Total Due % Current
Charges Charges
Iowa 21,359.20,932.292.51%Minnesota 967.024.992.49%
South Dakota 213.218.4,431.50%North Dakota 144.182.326.50%Wyoming 110.206.317.48%Colorado 451.17,978.21,429.16%Nebraska 811.766.577.51%Idaho 204.576.781.67%Arizona 688.693.382.50%
lotal :ji ::t~U.btS 4::t ~I:SU.tj3 tSb,~31.. 43UDee-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 936.144.31,080.87%Minnesota 041.63.105.97%
South Dakota 170.170.100%North Dakota 197.199.397.92%Wyoming 088.206.76)(118.26)920%Colorado 721.(21 111.41)(16,389.93)29%Nebraska 801.801.100%Idaho 474.(719.98)754.195%Arizona 657.657.100%
Total 42,090.(18 630.95)459.179%Jan-
State Current Past Due Total Due % Current
Charges Charges
Iowa 24,850.553.403.94%Minnesota 062.(6,228.17)165.31)50%South Dakota 075.(2,250.60)(175.46)1183%North Dakota 258.(8,738.89)(6,480.48)35%Wyoming 295.(2,281.45)(985.82)131%Colorado 369.(14,922.01)(9,552.61)56%Nebraska 801.(2,410.49)608.90)50%Idaho 470.661.83)(1,190.99)123%Arizona 23.23.100%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA,
Total 207.(37 939.92)267.1773%
The information contained herein should not be disclosed to unauthorized persons. It is intended for use by awes! only
Feb-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 243.521.55,764.45%Minnesota 983.270.31)(4,287.05)-46%South Dakota 398.(175.46)223.108%North Dakota 569.(8,877.79)307.83)-41%Wyoming 109.(1,071.93)37.2928%Colorado 874.(66,472.75)(57 597.95)15%Nebraska 803.(2,410.49)(1,606.93)50%Idaho 478.(2,579.22)(1,100.68)-134%Arizona 668.351.020.22%
Total 45,130.(54 985.32)854.55)-458%
Mar-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 404.24,684.088.51%Minnesota 966.(4,287.05)320.96)-85%South Dakota 323.223.546.51%North Dakota 526.(6,307.83)781.63)67%Wyoming 111.37.149.97%Colorado 549.(58,041.70)(53 492.16)Nebraska 841.606.93)(765.13)110%Idaho 561.100.68)460.339%Arizona 673.(2,341.03)(1,667.11)-40%
Total 958.(46,740.11)781.37)708%
Apr-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 25,142.(25,404.79)(262.12)9592%Minnesota 112.(2,320.96)(208.01)1016%South Dakota 140.223.10)(82.92)2581%North Dakota 702.(3,781.63)(1,079.31)250%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
".. ;-
Wyoming 117.366.484.75%Colorado 684.(56 047.39)(54,362.42)Nebraska 788.(765.13)22.3440%Idaho 462.113.09)(650.35)225%Arizona 689.667.11)(978.03)70%
Total 37,840.(93 956.64)(56 115.78)67%
The information contained herein should not be disclosed to unauthorized persons.1t is intended for use by Owes! only
May-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 22,578.(262.12)316.101%Minnesota 998.(208.01)790.112%South Dakota 133.406.59)(272.93)782%North Dakota 631.(1,079.31)552.170%Wyoming 195.011.206.54%Colorado 704.095.800.60%Nebraska 788.788.27 100%Idaho 465.(650.35)815.180%Arizona 684.(978.03)(293.30)-233%
Total 38,180;77 (1,476.96)36,703.104%
Jun-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 027.22,316.343.52%Minnesota 988.790.10 778.53%South Dakota 107.(272.93)834.115%North Dakota 590.552.143.63%Wyoming 126.369.495.75%Colorado 157.072.229.45%Nebraska 585.788.373.43%Idaho 453.583.037.71%Arizona 685.(293.30)392.175%
Total 38,721.31,906.70,628.55%
Jul.Q1
State Current Past Due Total Due % Current
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DATA
Charges Charges
Iowa 23,471.(19.04)23,452.100%Minnesota 974.974.100%South Dakota 155.155.100%North Dakota 535.535.100%Wyoming 131.(505.19)626.181%Colorado 666.771.438.40 49%Nebraska 699.699.100%Idaho 451.21.472.99%Arizona 700.700.100%
Total 786.268.43,054.90%
The information contained herein should not be disclosed to unauthorized persons.!t is intended for use by Owes! only
Aug-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 887.552.439.23%Minnesota 291.133.424.69%South Dakota 935.361.296.18%North Dakota 807.056.864.21%Wyoming 170.769.940.60%Colorado 016.438.40 23,454.82.60%Nebraska 597.668.265.49%Idaho 238.64J:.885.41%Arizona 269.10,625.894.33%Washington 277.355.632.26%Oregon 218.176.394.41%Utah 240.45,837.52,077.12%New Mexico 946.325.272.31%Montana 379.030.410.11%
Total 276.106,976.150 253.29%
Sep-Q1
State Current Past Due Total Due % CurrentChargesCharges
Iowa 30,726.174.36,901.83%Minnesota 071.598.670.78%South Dakota 033.033.100%North Dakota 189.(1,679.30)509.429%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DA
Wyoming 283.940.223.40%Colorado 858.23,457.35,315.34%Nebraska 237.237.100%Idaho.740.665.405.38%Arizona 905.13,937.843.33%Washington 959.589.11,549.26%Oregon 750.357.107.34%Utah 10,745.48,976.59,722.18%New Mexico 401.272.674.28%Montana 275.3,410.685.27%
Total 83,177.124,700.207 878.40%
The intonTIation contained herein should not be disclosed to unauthorized persons.!t is intended
tor use by awest only
Oct-O1
State Current Past Due Total Due % CurrentChargesCharges
Iowa 810.546.61,357.40%Minnesota 059.446.506.59%South Dakota 154.154.100%North Dakota 193.453.646.83%Wyoming 106.(342.93)763.145%Colorado 11,793.14,322.26,115.45%Nebraska 972.237.209.44%Idaho 827.697.524.85%Arizona 878.(1,204.93)673.126%Washington 891.461.353.54%Oregon 319.(27.02)292.101%Utah 445.739.184.31%New Mexico 560.475.035.77%Montana 596.596.100%
Total 73,607.79,804.153 411.48%
Nov-O1
State Current Past Due Total Due % CurrentChargesCharges
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DA T A
Iowa 625.30,631.256.45%Minnesota 065.1,435.500.59%
South Dakota 998.154.152.48%North Dakota 217.646.863.46%
Wyoming 121.763.884.59%Colorado 11,508.12,099.608.49%
Nebraska 145.209.355.34%Idaho 475.537.012.43%
Arizona 898.577.10,476.56%Washington 981.257.239.36%Oregon 522.292.815.52%Utah ; 10,617.184.44,801.24%New Mexico 742.732.474.50%Montana 1 ,632.596.228.51%
Total 73,551.106,117.179,669.41%
. The infonnation contained herein should not be disclosed to unauthorized persons.!t is intended for use by Owest only
Dec-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 24,760.30,445.55,206.45%Minnesota 096.440.536.59%
South Dakota 880.880.100%North Dakota 840.840.100%Wyoming 121.121.100%Colorado 11,843.306.12,150.97%Nebraska 119.119.100%Idaho 435.185.621.45%Arizona 314.234.549.96%Washington . 2,813.817.631.77%Oregon 515.78.594.97%Utah 10,162.23,739.901.30%
New Mexico 693.172.866.91%Montana 665.665.100%
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DA T.~
Total 265.78 $420.39 $134 686.54%
Jan-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 954.820.26)18,134.132%Minnesota 048.048.100%South Dakota 931.931.100%North Dakota 967.967.100%Wyoming 070.070.100%Colorado 081.11,081.100%Nebraska 118.118.100%Idaho 3,417.145.563.45%Arizona 864.(329.72)535.106%Washington 785.(817.65)967.142%Oregon 842.(226.75)616.109%Utah 160.694.855.36%New Mexico 686.(101.56)584.106%Montana 481.481.100%
Total 412.543.956.83%
The information contained herein should not be disclosed to unauthorized persons.!t is intended for use by Owest only
Feb-
State Current Past Due Total Due % CurrentChargesCharges
Iowa 22,945.945.100%Minnesota 054.054.100%South Dakota 833.833.100%North Dakota 944.944.100%Wyoming 073.073.100%Colorado 11,244.(2.71)11,242.100%Nebraska 135.135.100%Idaho 327.327.100%Arizona 175.91.267.99%Washington 067.067.100%Oregon 095.095.100%
NONPUBUC DOCUMENT
CONTAINS TRADE SECRET DATA
Utah 10,526.756.282.93%New Mexico 684.684.100%Montana 566.566.100%
Total 675.844.75,520.99%
- .
Mar-Admin and DML Summary Bills added together starting this month
State Current Past Due Total Due % CurrentChargesCharges
Iowa 35,001.285.38,287.91%Minnesota 495.262.11,758.98%
South Dakota 793.107.900.64%North Dakota 391.391.100%Wyoming 288.288.100%Colorado 901.(6.79)894.100%Nebraska 134.134.100%Idaho 217.(226.89)990.103%Arizona 501.501.100%Washington 11,229.067.14,297.79%Oregon 867.867.100%Utah 15,686.(27.89)658.100%New Mexico 177.177.100%Montana 350.350.100%
Total 137,036.461.145 498.94%
Past Due amount due to movement of accounts.
The information contained herein should not be disclosed to unauthorized persons. It is intended for use by Owest only
Apr-
State Current Past Due Total Due % Current
Charges Charges
Iowa #DIV/OIMinnesota#DIV/OI
South Dakota #DIV/OINorth Dakota #DIV/OIWyoming#DIV/OIColorado#DlV/OINebraska#DIV/OI
NONPUBLIC DOCUMENT
CONTAINS TRADE SECRET DA
.----...
""--.. --.
Idaho #DIV/O!
Arizona #DIV/OI
Washington #DIV/OI
Oregon #DIV/OI
Utah #DIV/O!
New Mexico #DIV/O!
Montana #DIV/O!
Total #DIV/OI
May-
State Current Past Due Total Due % CurrentChargesCharges
Iowa #DIV/OIMinnesota#DIV/O!
South Dakota #DIV/OINorth Dakota #DIV/OI
Wyoming #DIV/OIColorado#DIV/OINebraska#DIV/OIIdaho#DIVlO!
Arizona #DIV/O!Washington #DIV/O!Oregon #DIV/O!
Utah #DIV/OI
New Mexico #DIV/OIMontana#DIV/OI
Total #DIV/OI
Trade Secret Data Ends'
The information contained herein should not be disclosed to unauthorized persons. It is intended for use by awest only
NONPUBLlC DOCUMENT
CONT AINS TRADE SECRET DATA
- -------.