Exhibit 10.35


RENEGOTIATED AND COMBINED

QWEST REGIONAL COMMITMENT PROGRAM

FOR INTERSTATE DS1 AND DS3 SERVICE

DUE TO A MERGER/ACQUISITION OR TRANSFER OF USE

ACKNOWLEDGEMENT




	
  Eschelon Telecom, Inc.

  
	
  Customer’s Legal
  Name (“Customer”)

  






 


Customer either: (a) merged with or acquired another
Qwest 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 (“FCC1
Tariff”), or (b) hereby assumes all of another customer’s Interstate DS1 and
DS3 Service (“Service”) under a transfer of use in Sections 7.1.3.B.2.f(2) and
2.1.2 of the FCC1 Tariff. The other customers are: OneEighty Communications
Inc.


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


Service Requested


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


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


The initial commitment level under this renegotiated
and combined RCP  is determined by
combining the commitment levels in (A) and (B) above. Those combined amounts
are 373 DS1 circuits and NA DS3 circuits. The commitment level may be adjusted
as provided in the FCC1 Tariff.


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


Adjusting the Commitment
Level


Customer hereby selects the following commitment level
adjustment option:


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


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


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


Rate Plan


Customer hereby selects the following rate plan option:


x
Rate stabilized. Customer’s RCP
DS1 and DS3 rates are stabilized. Rate stabilized means rates are set at the
then current month-to-month rates on the date the RCP becomes effective and
Customer will not receive rate increases or decreases during the Term of its
RCP.


	
  RCP

  	
   

  	
  Copyright © 2007 Qwest.
  All Rights Reserved.

  



 



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 CONFIDENTIAL