II. The Agreement

On March 22, 1999, PG&E and WilTel entered into the agreement that would (1) allow WilTel to install underground and overhead fiber optic facilities on PG&E's electric transmission towers, substations and rights-of-way, and in PG&E's gas transmission rights-of-way; (2) vest bare legal title in the fiber optic facilities in PG&E subject to WilTel's right to use the optical fibers to service its customers; and (3) allow PG&E to use a portion of the fibers in connection with its needs. PG&E would maintain ownership of its overhead facilities subject to WilTel's right to use them. WilTel would maintain ownership of any underground fiber optic facilities installed pursuant to the agreement, subject to PG&E's right to use them. PG&E maintains that the agreement enables it and WilTel to expand their fiber optic systems more efficiently than if each proceeded independently. PG&E contends that the agreement will not impair its provision of service to the public. Until the Commission's approval is secured, PG&E has given WilTel a revocable license to enter its facilities to install fiber optic systems. The current revocable license will convert to an irrevocable lease, which contains the same terms, except as provided in the agreement, upon our approval of this application.