TW/EPFS interconnect agreement

You had a question about the meaning of Section 4.3. Here's a brief
explanation.

Section 4.2 covers indemnification in case one party gets sued by a third
party for damage caused by negligence of the other party. I'm OK with
eliminating "stockholders" and the "...judgments of any nature..." clause you
two spoke about on the phone as long as they come out of both subparagraphs
a. and b.

Section 4.3 needs to stay in because it covers any potential action by EPFS
against TW for damage to EPFS's facilities during the term of the agreement.
TW is already obligated elsewhere in the agreement to construct and operate
the facilities in accordance with industry practice, tariff and DOT
standards. Our policy in interconnect agreements is that if TW complies with
these standards we should not then somehow be liable for damage to EPFS in
case of explosion, etc. In other words, both parties bear the risk attached
to something unforeseeable going wrong notwithstanding use of industry and
DOT standards.
(By the way, I believe the "notwithstanding anything in this Article 4 to the
contrary" language should come out; I'm not sure why it's in the draft.)

Any questions -- please e-mail or call (713-853-0596).