**Exhibit 10.35**

**RENEGOTIATED AND COMBINEDQWEST REGIONAL COMMITMENT PROGRAMFOR INTERSTATE DS1 AND DS3 SERVICEDUE TO A MERGER/ACQUISITION OR TRANSFER OF USEACKNOWLEDGEMENT**

| Eschelon Telecom, Inc.                             |
|----------------------------------------------------|
| Customer’s Legal  Name (“Customer”) |

 

Customer either: (a) merged with or acquired anotherQwest Regional Commitment Program (“RCP”) customer under Section 7.1.3.B.2.f(1)of Qwest Corporation’s (“Qwest’s”) Interstate F.C.C. No. 1 Access Tariff (“FCC1Tariff”), or (b) hereby assumes all of another customer’s Interstate DS1 andDS3 Service (“Service”) under a transfer of use in Sections 7.1.3.B.2.f(2) and2.1.2 of the FCC1 Tariff. The other customers are: OneEighty CommunicationsInc.

Customer hereby renegotiates and combines the RCPunder Section 7.1.3.B.2.f(1) or (2) to the current RCP terms for Service underthe following ACNAs: AYD, SHD, DVN, ORO.OEY. Customer understands and agreesthat Qwest provides Service solely under the regulations, rates, and charges ofthe FCC1 Tariff. In the event of a conflict between the FCC1 Tariff and thisAcknowledgment, the FCC1 Tariff prevails.

**Service Requested**

(A) At the time of signature of this renegotiated andcombined RCP, the commitment levels of the existing RCPs of entities and ACNAsreferenced above are 73 DS1 circuits and NA DS3 circuits.

(B) If applicable, Customer acknowledges that Qwestprovides a total of 333 DS1 circuits and NA DS3 circuits to entities and ACNAslisted above that are currently not under RCP. Customer commits to a 90%minimum quantity level of the circuits identified in this subsection (B) andthose commitment levels are: 300 DS1 circuits and NA DS3 circuits.

The initial commitment level under this renegotiatedand combined RCP  is determined bycombining the commitment levels in (A) and (B) above. Those combined amountsare 373 DS1 circuits and NA DS3 circuits. The commitment level may be adjustedas provided in the FCC1 Tariff.

The effective date of the renegotiated and combinedRCP is the 1st day of March, 2007 (“Effective Date”). **(Note: Qwest must receive Customer’s signedAcknowledgement by the close of business on the 15****th of the month for an Effective Date on the 1****st day of the following month).** The term ofCustomer’s RCP will expire 48 months after the Effective Date (“Term”).

**Adjusting the CommitmentLevel**

Customer hereby selects the following commitment leveladjustment option:

o**Monthly option**. Customerauthorizes Qwest to automatically increase the circuit commitment level eachmonth that the in-service circuits increase in quantity except as specified inthe FCC1 Tariff. If the number of DS1/DS3 circuits has decreased from theprevious month’s commitment level, the commitment level will not decrease.

x**Annual option**. Customer authorizesQwest to validate the commitment level annually. At the time of the annualreview, the commitment level will be changed by Qwest to reflect 90% of thecurrent in-service DS1/DS3 circuits if the number of Qwest-provided circuitshas increased from the previous year except as specified in the FCC1 Tariff. Ifthe number of DS1/DS3 circuits has decreased from the previous year, thecommitment level will remain the same for the next 12 months.

Customer authorizes Qwest to use Qwest records as thebasis for determining Customer’s commitment level.

**Rate Plan**

Customer hereby selects the following rate plan option:

x**Rate stabilized**. Customer’s RCPDS1 and DS3 rates are stabilized. Rate stabilized means rates are set at thethen current month-to-month rates on the date the RCP becomes effective andCustomer will not receive rate increases or decreases during the Term of itsRCP.
| RCP |   | Copyright © 2007 Qwest.  All Rights Reserved. |
|-----|--------|----------------------------------------------------|

 

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CONFIDENTIAL

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