Exhibit
10.12


Confidential Materials
omitted and filed separately with the


Securities and Exchange Commission.  Asterisks denote omissions.


NETWORK
AGREEMENT BETWEEN

ALLIANT ENERGY COMPANIES AND

MCLEODUSA TELECOMMUNICATIONS SERVICES, INC.


This agreement is between
Wisconsin Power and Light Co., a Wisconsin corporation with offices at 222 West
Washington, Madison, WI 53703, IES Utilities, Inc. an Iowa corporation with
offices at 200 1st St. SE, Cedar Rapids, IA 52401 and Interstate Power
Corporation, a Delaware corporation with principal offices at 1000 Main St.,
Dubuque, IA 52004, and any other corporation, 40% or more of which is owned by
any of the foregoing, or which is under common ownership or control with any of
the foregoing, or which is owned by Alliant Energy Corporation (hereinafter “Alliant
Energy” or the “Alliant Energy Company or Companies”), and McLeodUSA
Telecommunications Services, Inc. (“McLeodUSA”), an Iowa corporation with
offices at McLeodUSA Technology Park, 6400 C Street SW, P O Box 3177, Cedar
Rapids, Iowa 52406-3177.


I.                                         PURPOSE/ GRANT.


This Agreement is for the
purpose of exchanging attachment space on the Alliant Energy Network for
telecommunications capacity owned by McLeodUSA, pursuant to the
Telecommunications Act of 1996.  It takes
the place of all previous contracts on this subject and is effective as of the
date signed.  It is valid for Attachments
of telecommunications equipment to the Alliant Energy Network and utilization
of telecommunications capacity on McLeodUSA’s Network, and for no other
purpose.


With this Agreement, Alliant
Energy grants McLeodUSA, and any other corporation, 40% or more of which is
owned by or which is under common ownership or control of McLeodUSA, the right
to construct, install, maintain, operate, inspect and remove, communications
cable, and the necessary fixtures, wires and equipment, including antennae,
associated with communications cable used for the purpose of transmitting
telecommunications and communications signals including but not limited to audio,
video or data type communications (“Telecommunication Purposes”).  With this Agreement, McLeodUSA grants Alliant
Energy the right to usage of communications signals, associated with the
transmittal of telecommunications and communications signals, including but not
limited to audio, video or data type communications, anywhere on the McLeodUSA
Network (“Transport Capacity”) pursuant to the terms of this Agreement.


II.                                     TERM.


This Agreement has an
initial term of 30 years, and automatically renews for 5 five year terms,
unless written notice to terminate is given by either party to the other three
years prior to the expiration of the initial or any renewal term.  This is not an exclusive agreement.  Either party may enter into similar
arrangements with other parties, including but not limited to other telephone
companies, municipalities, private individuals, utilities or CATV companies.


III.                                 DEFINITIONS.


“McLeodUSA Network”
means the communications network consisting of fiber, fiber cable, telephone
cable, optronics, attachments, hubs, Customer Connections (the connection 


 

















 


from
a customer site that purchases communications service from McLeodUSA) and other
communications materials owned, leased and constructed by McLeodUSA, including
fiber-optic fibers, fiber-optic cable, and hardware owned by McLeodUSA.


“The Alliant Energy
Network” means the network consisting of underground duct and overhead
structures, including microwave and radio towers, owned by any Alliant Energy
Company, carrying that company’s electrical transmission and distribution
system, distribution, transmission and other facilities owned by Alliant
Energy, fee owned real estate on which such facilities are located and
equipment used for transmission and distribution of energy.  Real estate which is not used as right of way
or for electric or gas utility structures is not subject to this Agreement, and
utilization of such real estate by McLeodUSA shall be subject to a separate
agreement requested from Alliant Energy Real Estate and Right of Way Department
(hereinafter “AEREROWD”).


“Alliant Energy
Engineering Standards” means the written, uniformly applied standards
developed by Alliant Energy for use in determining the methods and equipment
used, and safety precautions to be taken, in making an Attachment to the
Alliant Energy Network.


“Optronics” means
device(s), otherwise known as an “opto-electrical transducer”, which converts
electrical energy to optical energy and vice versa, which are used as
transmitters and receivers in fiber optic communications systems.  Optronics includes devices installed or
existing on Alliant Energy Company owned or leased premises, as well as the
portion of the device installed or existing on the McLeodUSA Network which is necessary
for Alliant’s usage, but does not include that portion of an optronic device on
the McLeodUSA Network which is necessary for use by other McLeodUSA customers.


“Attachment” means
the placement of McLeodUSA fiber, wires, fiber cable, telephone cable,
Optronics, and associated equipment on or in Alliant Energy Network.


“Alliant Energy Pricing
Option” means the model utilized by McLeodUSA for pricing the installation
of fiber and Optronics for the Alliant Energy Companies, attached hereto and
incorporated herein by reference as Exhibit A. 
The Alliant Energy Pricing Option is valid only for utilization of DS-1
and DS-3 capacity by Alliant Energy on McLeodUSA’s Network.  Other fiber, optronics or network
construction requests by Alliant Energy shall be by separate agreement.


IV.                                ATTACHMENT PERMITS.


Before making an Attachment,
McLeodUSA will obtain a permit to attach from AEREROWD using the procedure and
forms attached hereto and incorporated herein by reference as
Exhibit B.  The Attachments must
meet Alliant Energy Engineering Standards, copies of which will be provided to
McLeodUSA.  Alliant shall provide
McLeodUSA with copies of any changes to such Engineering Standards which relate
to McLeodUSA Attachments.  Overlashing
will be allowed with a separate permit from the AEREROW.  Alliant shall conduct inspections to assure
that McLeodUSA complies with such Alliant Energy Engineering Standards.


 


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McLeodUSA agrees to
reimburse Alliant Energy for the cost of a field study, including but not limited
to the cost of a pre-construction inspection by Alliant Energy personnel,
engineering, planning any changes to the Alliant Energy equipment necessary to
accommodate the Attachment, and the cost of a post-construction inspection.


McLeodUSA, its subsidiaries
and affiliates, agree that utilization of the Alliant Energy Network shall be
limited to Telecommunications Purposes only. 
All telecommunications equipment must be installed and maintained by
McLeodUSA according to the requirements of all applicable Federal, State and
local codes and authorities, including but not limited to the
Telecommunications Act of 1996.


V.                                    SERVICE REQUESTS BY ALLIANT
ENERGY.


Alliant Energy will complete
a Service Order form (attached as Exhibit C) requesting utilization of Transport
Capacity on McLeodUSA’s Network.  Such
form shall describe the location of the facilities to be utilized and the
Capacity required.  Alliant Energy agrees
that utilization of Transport Capacity on McLeodUSA’s Network will not be used
to compete with McLeodUSA’s telecommunications business and will be limited to
voice, video and data communications for internal purposes only, which purposes
include metering, monitoring or controlling energy and water utilization by
customers, to the extent that such uses shall not adversely impact McLeodUSA
service to its customers.


VI.                                ATTACHMENT, OVERLASHING,
REPLACEMENT, TRANSFER OR OTHER SERVICES.


A.                                    Alliant Energy Network.


The parties recognize that
it may be to their mutual benefit for Alliant Energy to perform installing,
replacing, transferring or overlashing of any McLeodUSA telecommunications
facilities on the Alliant Energy Network. 
To the extent reasonably and economically feasible, McLeodUSA shall make
good faith efforts to subcontract this type of work to Alliant Energy.
McLeodUSA will, prior to the commencement of any such services, supply to
Alliant Energy evidence that its personnel have been properly and adequately
trained in safe working practices in and around electric lines.  If McLeodUSA Attachments are to be made in
the vicinity of a substation in the Alliant Energy Network, as shown on the
route map supplied by McLeodUSA pursuant to the Attachment Permit requested by
McLeodUSA under Section IV of this Agreement, McLeodUSA will, at Alliant Energy’s
request, provide an access loop or splice point at, or as close as reasonably
possible to, the substation.


B.                                    McLeodUSA Network.


In the event that Alliant
Energy requests that McLeodUSA undertake a project for which construction of
additional facilities on the McLeodUSA Network is required, the costs of such
construction shall be charged to Alliant Energy pursuant to the Alliant Energy
Pricing Option attached hereto and incorporated herein by reference as Exhibit
A.  Requests for such construction shall
be made using the procedure and forms attached hereto and incorporated herein
by reference as Exhibit D.


 


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VII.                            ALLIANT ENERGY NETWORK
CHANGES TO ACCOMMODATE ATTACHMENT.


If Alliant Energy determines
that a structure, tower, duct or real estate is inadequate to support the
McLeodUSA Attachment, the structure, tower, duct or real estate will be
modified or replaced.  Such replacement
shall be at McLeodUSA’s expense if such modification or replacement is required
by Alliant Energy Engineering Standards. 
The expense will be determined by adding the total cost of the new
facilities, engineering and testing, related maintenance, removal of the old
facilities, and any cost to third parties. 
Subtracted from that total will be the salvage (not to exceed original
cost) or the accumulated depreciation (whichever is greater) and any
expenditure for Alliant Energy’s convenience. 
The remaining amount will be billed to McLeodUSA.  Amounts due third parties are to be paid directly
to them by McLeodUSA. McLeodUSA must provide the necessary guying to support
unbalanced loads.


The guying must meet Alliant
Energy’s Engineering standards. 
McLeodUSA may attach guying to the Alliant Energy anchors only if
Alliant Energy determines that there is adequate anchor capacity.  If Alliant Energy determines that the anchor
does not have sufficient capacity, McLeodUSA will provide its own anchor.


If it is necessary to
replace or rearrange the Alliant Energy Network facilities to accommodate McLeodUSA’s
Attachment pursuant to the Alliant Energy Engineering Standards, Alliant Energy
will replace or rearrange its facilities and bill McLeodUSA for the costs.


If more than one customer,
including McLeodUSA, which has no attachment simultaneously submits a request
for attachment, and if construction, replacement or rearrangement is required,
the cost will be prorated.  This
proration will be agreed on before construction begins.


VIII.                        OPTRONICS.


Installation of all
Optronics will be performed by McLeodUSA on McLeodUSA’s Network.  Alliant Energy will pay for Optronics
installed by McLeodUSA in accordance with the Alliant Energy Pricing Option,
Exhibit R. McLeodUSA will own and maintain all Optronics.


IX.                                MAINTENANCE OF ATTACHMENTS.


McLeodUSA agrees to maintain
its Attachments in safe condition and good repair in accordance with all code
requirements and in the manner required by Alliant Energy.  Except for Attachments involving:  l) hazardous conditions; or
2) potential effect on the reliability of the Alliant Energy Network,
Alliant Energy will provide McLeodUSA 10 days notice and the opportunity to
repair or replace Attachments which do not comply with the Alliant Energy
Engineering standards.  Attachments
involving hazardous conditions or potential effect on the reliability of the
Alliant Energy Network may be repaired or replaced by Alliant Energy without
notice or the opportunity to cure. 
McLeodUSA will pay for such repair or replacement upon receipt of a bill
therefor from Alliant Energy.  McLeodUSA’s
Attachments must not impair the use of the Alliant Energy Network by Alliant
Energy or other attachers. McLeodUSA agrees to transfer or relocate its
Attachments upon sixty (60) days advance notice when requested by 


 


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Alliant
Energy, unless otherwise agreed upon by the parties.  In an emergency Alliant Energy may transfer
McLeodUSA’s Attachments, to another structure, tower, duct or location and bill
McLeodUSA for the work.  If McLeodUSA has
not removed any Attachments within sixty 60 days of request by Alliant Energy,
McLeodUSA authorizes the removal of any such Attachments by Alliant Energy at
McLeodUSA’s expense.


When it is necessary for
Alliant Energy to replace a structure, tower, duct or location to which
McLeodUSA is attached, Alliant Energy will give McLeodUSA 60 days notice in
advance of the construction date. 
McLeodUSA agrees to have a crew at the job to make the transfer with the
Alliant Energy crew or reimburse Alliant Energy for making the transfer.  If Alliant Energy replaces a structure,
tower, duct or location based on its need, McLeodUSA will only be responsible
for paying the costs of transferring its Attachment to the new structure,
tower, duct or location.


Alliant Energy will perform
all tree trimming required for its attachments on Alliant Energy Network.  McLeodUSA will pay, as the portion of the
tree trimming costs related to McLeodUSA facilities, 20% of Alliant
tree-trimming costs attributed to the structures, towers, ducts or real estate
on which McLeodUSA has Attachments.


X.                                    NETWORK CHANGES.


Except as provided otherwise
in this agreement, McLeodUSA will be responsible for the actual costs to
relocate, rearrange or otherwise modify any part of the McLeodUSA Network or
Alliant Energy Network, if these costs have resulted from a change sought by
McLeodUSA.  In no event will Alliant
Energy be responsible for costs to relocate, rearrange or otherwise modify
McLeodUSA Attachments on the Alliant Energy Company’s Network which are
requested or required by changes to the electrical system.


If the relocation,
rearrangement or other modification of the McLeodUSA Network or Alliant Energy
Network is necessitated by requirements of public authorities, requirements of
private property owners or any accident or other unforeseen circumstances not
caused by the tortious conduct of McLeodUSA or Alliant Energy, then each party
shall be responsible for their respective costs of relocating, rearranging or
otherwise modifying their networks.


XI.                                ABANDONMENT.


A.                                    Alliant Energy Company
Network.


If the Alliant Energy
Company desires at any time to abandon any pole, duct or Tower upon which
McLeodUSA Attachments exist, it shall give McLeodUSA 60 days advance notice in
writing to that effect.  If at the expiration
of said period Alliant Energy Company has no Attachments on such pole, duct or
Tower but McLeodUSA has not removed all of its Attachments, such pole, duct or
Tower shall become the property of McLeodUSA. 
Thereafter, McLeodUSA shall assume all responsibility for maintenance
and insurance, and agrees thereafter to defend indemnify and hold harmless the
Alliant Energy Company from every obligation, liability or cost and from all
damages, expenses or charges incurred after such abandonment, arising out of, or
because of, the presence of or the condition of such pole, duct, Tower or any 


 


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Attachments
not caused by the Alliant Energy Company’s failure to maintain such in
accordance with industry standards.  McLeodUSA
shall pay Alliant Energy a sum equal to the fair market value of such abandoned
pole, duct or tower, offset by any amount paid to Alliant Energy which
increased the fair market value of said pole. 
McLeodUSA will receive a properly authorized bill of sale.  In such event McLeodUSA shall be responsible
for obtaining all consents and easements to maintain the poles, ducts and
Towers at their present location.


If McLeodUSA desires at any
time to abandon any Attachments on the Alliant Energy Network, McLeodUSA shall
give Alliant Energy sixty (60) days advance notice in writing.


B.                                    McLeodUSA Network.


If McLeodUSA desires at any
time to abandon any part of the McLeodUSA Network on which Alliant Energy
utilizes Capacity, such that Alliant Energy’s Communications Network would be
interrupted, McLeodUSA shall give Alliant Energy sixty (60) days advance notice
in writing.


Within such sixty (60) day
period, Alliant Energy may elect to purchase such McLeodUSA Network
assets.  If Alliant Energy elects to
purchase such abandoned assets, Alliant Energy shall pay McLeodUSA a sum equal
to the fair market value of the purchased assets, offset by any amount paid to
McLeodUSA by Alliant Energy for the construction of same.


C.                                    Conditions.


Any transfer is subject to
the consent of any party which either party:


a.                                       has granted a
security interest in its Network, or


b.                                      has entered
into a debt agreement containing covenants stating that such transfer would
constitute a default or restricts such transfer.


If consent cannot be obtained,
the right to purchase shall be extinguished as to that offer. Upon a duly
authorized transfer, McLeodUSA will provide a properly authorized bill of sale
to Alliant Energy.  In such event,
Alliant Energy shall be responsible for obtaining all consents and easements to
maintain the attachments at their present location.  Thereafter, Alliant Energy shall assume all
responsibility for maintenance and insurance. 
After such transfer, Alliant Energy agrees thereafter to defend,
indemnify and hold harmless McLeodUSA from every obligation, liability or cost
and from all damages, expenses, and charges incurred after such abandonment
arising out of or because of the presence of or the condition of such
attachments not caused by McLeodUSA’s failure to adequately maintain such in
accordance with industry standards.


 


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XII.                            TERMINATION/EXPIRATION


A.                                    Termination


During the initial 30 year
term, this Agreement may not be terminated by either party except for material
breach of its provisions and, if practicable, three years (3) prior written
notice to the breaching party.  During
any of the five (5)year renewal terms, this Agreement may be terminated by
either party for any reason upon three (3) years prior written notice.  Any accrued Transport Capacity shall have no
value other than a unit of measure used in exchange for Alliant Energy’s use on
the McLeodUSA Network, and upon termination of this Agreement all accrued
Transport Capacity shall have no cash equivalent value.


B.                                    Expiration


Upon expiration of the
initial term and any renewal terms of this Agreement, the parties shall
cooperate to the fullest extent possible to place each other in a position to
continue that party’s business operations with the least practicable
interruption.  Where necessary, the
parties agree to sell to each other, at fair market value, such of their
Network as is feasible under then existing legal, technological and regulatory
conditions, in order to allow the other party to continue its business
operations.  Any transfer is subject to
the consent of any party which either party


a.                                       has granted a
security interest in its Network, or


b.                                      has entered
into a debt agreement containing covenants stating that such transfer would
constitute a default or restricts such transfer.


If consent cannot be
obtained, the right to purchase shall be extinguished as to that offer.


XIII.                        INFORMATION EXCHANGE AND
NETWORK PLANNING


The parties agree to
exchange information regarding changes in their respective networks and future
plans for Network location or expansion. 
McLeodUS A will provide to Alliant Energy updated reports of anticipated
McLeodUSA Network expansion or construction at the same time as reports of
accrued Transport Capacity calculated pursuant to Section XV are provided.  Semi-annual reports to Alliant shall reflect
the amount of Transport Capacity accrued by Alliant pursuant to Section XV of
this Agreement offset by the amount of Transport Capacity used by Alliant.  Such reports shall include a copy of the
McLeodUSA network map.  Alliant Energy
will provide McLeodUSA a map of the Alliant Network, including towers upon
request [or with the transmission of utilization reports.]


XIV.                       TOWERS


Alliant Energy-IES Utilities
grants McLeodUSA the right to use for Telecommunications Purposes microwave
towers owned by it, in exchange for Transport Capacity as shown in
section XV.  Such right is
exclusive, excepting only Alliant Energy-IES Utilities’ present and future use
of the microwave towers for internal purposes and third party use granted by 


 


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agreements
executed prior to the date of this revised agreement.  McLeodUSA shall retain any rental income from
other users of the microwave towers in consideration of its management of the
microwave towers for Alliant Energy-IES. 
Alliant Energy-IES Utilities reserves the right to deny access to
microwave towers to any third party, including McLeodUSA, due to engineering or
insurance concerns, including but not limited to electrical interference or
maintenance of the physical/structural integrity of the towers.  In the event that McLeodUSA receives payments
from any third party for conversion of any frequency required by the FCC to be
abandoned, McLeodUSA shall either:  perform
the conversion to a communications system with capacity as good or better than
that of the microwave tower, or shall remit these payments to Alliant Energy.


Alliant Energy grants
McLeodUSA the right to attach for Telecommunications Purposes to all other
towers (meaning the towers owned by IPC and WPL and collectively referred to as
“Other Towers”), including but not limited to radio towers, owned by Alliant
Energy in exchange for Transport Capacity as shown in Section XV.  Such grant of right is not exclusive, and
does not preclude usage of such other towers by Alliant Energy for its own
purposes.  In the event that a third
party makes a bona fide offer to lease space for the attachment of
telecommunications facilities used for Telecommunications Purposes to Alliant
Energy’s Other Towers in its Network, other than that portion of the Network
owned by IES Utilities, and such attachment is within the capabilities of such
Other Tower, the AEREROWD shall inform McLeodUSA of such request.  In the event that McLeodUSA desires to attach
its facilities in the area requested by the third party, McLeod USA shall
compensate Alliant Energy for such Attachment as provided in Article XV.  In the event that McLeodUSA does not attach
its facilities in the space requested by the third party, but desires to
reserve said space, McLeod USA shall compensate Alliant Energy for such
reservation as described in Article XV. 
In the event that no attachment or reservation of such space is required,
no compensation shall be due to Alliant Energy. 
In the event that the attachment of telecommunications facilities to
Other Towers is not subject to regulation by any state agency, including but
not limited to the Public Service Commission of Wisconsin or Minnesota or any
successor Agency, the parties shall negotiate the use of the Other Towers by
McLeodUSA.  Alliant Energy is responsible
for insurance and maintenance of the Towers.


XV.                           PAYMENT


McLeodUSA will pay Alliant
Energy for Attachments on the Alliant Energy Network by making Capacity
available on the McLeodUSA Network.  This
Capacity will be made available utilizing the following formula.  Any [**] by McLeodUSA on the Alliant Energy
Network are equivalent to [**] to be utilized by Alliant Energy on McLeodUSA
Network.  The formula for accrual of [**]
is as follows:


[**] on Alliant Energy’s
Network = [**]

[**] on the Alliant Energy-IES microwave tower = [**]

[**] on the Alliant Energy- Other Tower = [**]

[**] on the Alliant Energy-Other Tower - [**]. However, in no event shall the total
reservation payment exceed [**].


 


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The Transport Capacity shall
be useable by any Alliant Energy Company at any time during the initial term of
this Agreement or any renewal term.


The parties agree that the
total amount of Transport Capacity accrued but not used by Alliant Energy as of
the effective date of this Agreement shall be re-calculated using the formula
expressed above.


In the event that [**]
ceases to become the standard unit of measurement on the McLeodUSA Network due
to technology changes, the parties shall reasonably agree on the replacement
measurement (such as [**] or other form of capacity measurement), and shall
convert all accrued Transport Capacity to said unit of measurement, subject to
McLeodUSA approval in compliance with McLeodUSA’s standards and practices.


Time is of the essence in
installation of the fiber and fiber optic cable for utilization by the Alliant
Energy Companies.


Installation costs for fiber
and optronics dedicated to Alliant Energy, or for its proportionate share
thereof will be paid by the Alliant Energy Company pursuant to Exhibit A, the
Alliant Energy Pricing Option.  Changes
in the Alliant Energy Pricing Option may be made from time to time by
McLeodUSA.  The Alliant Energy Pricing
Option contain an overhead component. 
Alliant Energy may request an audit of the overhead component on an
annual basis.  In the event that the
audit reveals a difference of ten percent (10%) more or less than the overhead
rate stated in the Alliant Energy Pricing Option, Alliant Energy shall pay the
difference between what was charged over the previous twelve months and actual
overhead costs to McLeodUSA, or McLeodUSA shall refund to Alliant Energy the
amount of overpayment over the twelve months. 
In the event that an audit is required by a regulatory agency, each
party shall bear one half the costs of the audit.


During the term of this
agreement, Alliant Energy may [**] by the McLeodUSA Network.  Such requests will be submitted to McLeodUSA
utilizing the procedure and forms attached hereto and incorporated herein as
Exhibit D.  If an Alliant project
requires [**], such request shall be evaluated and negotiated between the
parties on an individual case basis.  If
McLeodUSA agrees to design, engineer and install fiber optic cable pursuant to
said request, cost of design, installation and construction shall be as stated
in the then-current Alliant Energy Pricing Option.  In the event that McLeodUSA does not agree to
expansion of its Network to include the location requested, Alliant Energy may
itself, or may contract with a third party to, design, engineer and build fiber
optic cable, Optronics and associated equipment in the location desired by
Alliant Energy, but may only use McLeodUSA facilities upon McLeodUSA’s approval
in compliance with McLeodUSA’s standards and practices.


XVI.                       ATTACHMENT INSPECTION


Following the pre- and
post-construction inspections under Section IV of this Agreement, Alliant
Energy reserves the right to make periodic inspections of McLeodUSA’s
Attachments on its Network.  Such
inspections will be at McLeodUSA’s expense. 
Failure to make inspections does not waive any rights of Alliant Energy
under this agreement.  Alliant Energy
will notify 


 


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McLeodUSA
in writing (see notice provision) before it makes such an inspection.  It is McLeodUSA’s option to accompany Alliant
Energy personnel during the inspection.


XVII.                   INSURANCE


McLeodUSA will carry the
following types of insurance: worker’s compensation liability as established by
the applicable state statutes and comprehensive general liability.  The comprehensive general liability will have
a contractual liability endorsement.  The
minimum limits for the comprehensive general liability coverage will be bodily
injury $300,000/$1,000,000, and property damage $500,000.  A certificate of insurance will be approved
by Alliant Energy before any Attachments to its Network are made under this agreement.


XVIII.               LIABILITY AND DAMAGES


Both parties reserve the
right to maintain their Networks and to operate facilities in a manner that
will best enable them to fulfill their service requirements.  No Alliant Energy Company will be liable for
any interruptions of service to McLeodUSA except as may be caused by Alliant
Energy’s negligence or willful misconduct. 
McLeodUSA agrees that it is responsible for any overlashings on its
lines attached to any Alliant Energy’s Network.


McLeodUSA agrees to exercise
all necessary precautions to avoid damage to facilities of Alliant Energy and
other attachers. McLeodUSA agrees to indemnify Alliant Energy from and against
any loss, damage, or claims resulting from any acts or omissions of
McLeodUSA.  McLeodUSA agrees to make an
immediate report to al Alliant Energy of any loss or damage to Alliant Energy’s
or other attacher’s or overlasher’s facilities and agrees to pay the cost of
repairs, except if due to Alliant Energy’s negligence or willful misconduct.


Alliant Energy shall
promptly notify McLeodUSA of (i) any damages caused by Alliant Energy to the
McLeodUSA Network or (ii) any claims against McLeodUSA for property damage,
bodily injury or death arising directly or indirectly out of Alliant Energy’s
use of the McLeodUSA Network. 
Notwithstanding any other provision to the contrary, neither party shall
be liable to the other for the other party’s consequential or indirect damages,
including but not limited to, exemplary or punitive damages, loss of profits or
revenue, whether arising out of this transaction or breach of this Agreement or
otherwise.


XIX.                       INDEMNIFICATION


McLeodUSA agrees to take all
necessary precautions to safeguard the public against damages or injury and to
save Alliant Energy harmless from any and all damages, expense, costs and
reasonable attorney’s fees on account of injury to person, life or property or
injury resulting in the death of any person or persons in any manner arising
out of or in connection with attachment, removal, relocation, rearrangement,
reconstruction, repair or overlashings of McLeodUSA’s Attachments on Alliant
Energy’s Network, except as may be caused by Alliant Energy’s negligence or
willful misconduct.


 


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If Alliant Energy is made a
party to any suit or litigation on account of injury or damage or alleged
injury or damage to person, life or property or on account of an injury or
damage or alleged injury resulting in the death of any person or persons,
arising out of or in connection with the attachment, removal, relocation,
rearrangement, reconstruction, repair of McLeodUSA’s Attachments to the Alliant
Energy Network, except as may be caused by Alliant Energy’s negligence or
willful misconduct, McLeodUSA will defend such actions on behalf of Alliant
Energy, including claims and causes of action at common law or arising under
any statute.  If judgment will be
obtained or claim allowed against Alliant Energy, McLeodUSA will pay and
satisfy such judgment or claim in full, except as may be caused by Alliant
Energy’s negligence or willful misconduct.


XX.                           RIGHTS


Nothing in this Agreement
will affect the rights of others not mentioned in this Agreement including the
rights to use structures or towers or structure or tower space.


Neither party shall assign,
sublet or otherwise transfer this Agreement or any of its rights and interest
to any firm, corporation or individual, without the prior written consent of
the other party, except either party shall have the right by written
notification to the other to assign, convey or otherwise transfer its rights,
title, interest and obligations under this Agreement to any entity controlled
by the party, controlling or under common control or any entity into which a
party may be merged or consolidated or which purchases all or substantially all
of the assets of such party.  In the case
of a divestiture of utility transmission or distribution facilities to a third
party, the Transport Capacity accrued to Alliant Energy as a result of
Attachment by McLeodUSA on the divested facilities shall be deducted from the
total Transport Capacity accrued by Alliant Energy, and McLeodUSA shall pay to
the entity to whom these assets are divested the fair market value of their
rental, as determined by the FCC from time to time.  In the event that real estate is sold or
divested by Alliant Energy on which McLeodUSA facilities are located, Alliant
Energy shall convey an easement to McLeodUSA for its facilities located on such
real estate and may sell the land subject to the easement without removing the
McLeodUSA Attachments.  Alliant Energy
shall be entitled to continue to use all Transport Capacity accrued under this
Agreement without reduction by reason of the sale of real estate.  This Agreement shall extend to and bind the
successors and assigns of Alliant Energy and the permitted successors and the
permitted assigns of McLeodUSA.


XXI.                       TERMS


Failure to enforce any of
the terms or conditions of this Agreement will not constitute a waiver of any
such terms or conditions.  Alliant Energy
and McLeodUSA reserve the right to and may seek any and all remedies and relief
available at law.  Neither McLeodUSA nor
Alliant Energy will be deemed to have waived any rights or remedies at law by
virtue of executing this Agreement. 
Bills for any charges under this Agreement will be payable within thirty
days after the date of invoice.  Should
any term of this Agreement be determined by a court or other entity of
competent jurisdiction to be unenforceable, all other terms of this Agreement
will remain in full force and effect.


 


11

















 


XXII.                   NOTICES


All notices required by this
Agreement will be in writing and sent to the following address.  Address changes may be made in writing.  Notices will be effective upon receipt unless
otherwise stated.


McLeodUSA Telecommunications
Services, Inc. 

McLeodUSA Technology Park 

6400 C Street SW, PO Box 3177 

Cedar Rapids, IA 52406-3177.

Attention:  Law Group.


The Alliant Energy Utilities
hereby designate:

Alliant Energy Real Estate and Right of Way Department

P.O. Box 769

Dubuque, Iowa 52004-0769

To receive any notices sent to any Alliant Energy Company pursuant to this
Agreement.


Dated this 24th day of
November, 1999


	
  Wisconsin Power and Light
  Co.

  	
   

  	
  McLeodUSA
  Telecommunications Services, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ illegible

  	
   

  	
  By:

  	
  /s/ Stephen C. Gray 

  
	
   

  	
   

  	
   

  	
   

  	
  Stephen C. Gray, President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IES Utilities, Inc.

  	
   

  	
  Alliant Energy Corporate
  Services, Inc. as Agent for other Alliant Energy Companies

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ illegible

  	
   

  	
  By:

  	
  /s/ illegible

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interstate Power Corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ illegible

  	
   

  	
   

  	
   

  



 


 


12

















 


Exhibit
A


Alliant
Energy Pricing Option


[**]


 


13

















[Alliant Energy Logo]


Exhibit B


REQUEST FOR POLE ATTACHMENT / ATTACHMENT REMOVAL / FIELD CHECK (Please
circle one)


	
  INSTRUCTIONS:

  	
   

  	
  1.  USE
  BALL POINT PEN - PRESS HARD

  	
   

  	
  2.  Shaded
  areas to be completed by Joint Facilities or Alliant Energy field
  representative

  



 


	
  Location

  	
   

  	
  o City

  	
   

  	
  o Town

  o Village

  	
   

  	
  Name of Attaching
  Company

  	
   

  	
  Name or Signature
  of Attaching Company Representative

  	
   

  	
  Attaching Company
  Representative Phone No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (     )

  
	
  Attaching Company
  Billing Address

  	
   

  	
  City

  	
   

  	
  County

  	
   

  	
  State

  	
   

  	
  Zip

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Request

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date Received
  from Attaching Entity

  	
   

  	
  Effective Date of
  Contacts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  ATTACHING ENTITY COMPLETES

  	
   

  	
  COMPLETED BY ALLIANT ENERGY REPRESENTATIVE
  DURING FIELD CHECK

  
	
  Alliant Energy East Map & Pole No. Alliant
  Energy West Map Indicating

  	
   

  	
  

  Pole Ownership

  	
   

  	
  

  Alliant Energy Work

  	
   

  	
  Attachment Approved

  	
   

  	
  

  Comments / Description of

  
	
  Poles and Streets/Roads

  	
   

  	
  Alliant Energy

  	
   

  	
  Telephone Co.

  	
   

  	
  x if any

  	
   

  	
  Billing

  	
   

  	
  No Billing

  	
   

  	
  (Check one)

  	
   

  	
  Work to be Done

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o Yes  o No

  	
   

  	
   

  
	
  TOTAL ALLIANT ENERGY POLES
  CONTACTED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Field Check Performed By

  	
   

  	
  Date Field Check Performed

  	
   

  	
  Alliant Energy
  Work Request No.

  	
   

  	
  Date Received
  from Field

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  DISTRIBUTION:  (To
  local Alliant Energy Engineering Office prior to field work):

  	
   

  	
  GOLDENROD

  	
  -

  	
  Wis. Area -
  Alliant Energy, Joint Facilities, P.O. Box 77007, Madison, WI 53707-1007 Iowa
  Area - P.O. Box 769, Dubuque, IA 52004-0769

  
	
  WHITE - Joint Facilities after field work

  	
   

  	
  CANARY - Retain in District

  	
   

  	
  PINK - Attaching Entity

  
									



 


 

















 


Exhibit C


 


	
  Sub Loc # :

  	
   

  	
   

  	
   

  	
  [McLeodUSA
  Logo]

  	
   

  	
  Page of Page :

  	
   

  	
   

  
	
  Supartracker:

  	
   

  	
   

  	
   

  	
  Service
  Order Form

  	
   

  	
  MCLD Quote #:

  	
   

  	
   

  
	
  SE Signature :

  	
   

  	
   

  	
   

  	
  One par Location/Service
  Type

  	
   

  	
  DSL Tracking #:

  	
   

  	
   

  



 


Location
and Service Type


 


	
  Serv Request:

  	
   

  	
  New

  	
   

  	
  Integrated Voice/Data?  ̈

  	
   

  	
  Circuit Quantity:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Service Type:

  	
   

  	
   

  	
   

  	
  Internet/non-circuit:

  	
   

  	
  Circuit based

  	
   

  	
  Private Line Retail

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  If Existing Resale DS-1/PRI- Circuit ID : 

  	
   

  	
   

  



 


Facilities/Technical
Specifications


 


	
  Local Facilities Ordered By:

  	
   

  	
  McLeodUS

  	
   

  	
  Service will Ride\Use Existing Facilites þ

  	
   

  	
   ̈ LOA/CFA

  



 


	
  Current Facility Provider

  	
   

  	
   ̈  C/LBC

  	
   

  	
   ̈  IXC

  	
   

  	
  McLeodUSA

  	
   

  	
  Existing CKT ID/Main Bill to  #
  :

  	
   

  
	
  Circuit Speed/Local Access:

  	
   

  	
  DS-1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Channel Availability/Assignment: 

  	
   

  



 


	
   

  	
   ̈  New

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jack:

  	
   ̈  Existing

  	
  Jack Type: 

  	
  RJ48

  	
   

  	
   

  	
  Jack Location: 

  	
   

  
	
   

  	
   ̈  New

  	
  LEC Switx Switch Type:

  	
   

  	
   

  	
   

  	
  Hunt Sequence

  	
   

  	
  Glare: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (If different specs, 

  	
  P. Line Speed

  	
  DS1

  
	
  Demarc:

  	
   ̈  Existing

  	
   

  	
   

  	
   

  	
   

  	
  sheet is A Loc)

  	
   

  
	
  OC Redundancy: Working

  	
  Priv. Line A&Z Locs Specs: 

  	
   

  	
  Same

  	
   

  	
   

  
												



 


Vendor
Information


 


	
  Vendor/Integrator
  Company Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Number/e-mail:

  	
   

  	
  E-mail:

  	
   

  	
   

  
	
  Customer understands
  that they are responsible for all inside wiring/networking: 

  	
   

  	
  Customer Initials

  



 


Equipment


 


	
  Equip Type/Terminate to:
  

  	
  Other

  	
   

  	
  Other Describe: 

  	
  McLeodUSA
  SONET nodes

  	
   

  	
  Manufacturer: 

  	
   

  
	
  Equip Provided
  By: 

  	
  McLeodUSA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Bandwidth


 


	
  Port Bandwidth: 

  	
   

  	
   

  	
  AMS quote and diagram  ̈

  	
   

  	
  DLCI provided by:
  

  	
   

  



 


IP
Addressing


 


	
  Addressing: 

  	
   

  	
   

  	
  Static IP Addresses:
  

  	
   

  	
   

  	
  Domain to be
  associated with static IP o Y  o N

  
	
   

  	
   

  	
   

  	
   

  	
  Domain : www. 

  	
   

  	
   

  



 


	
  If Using BGP:  ̈ BGP Form

  	
   

  	
  If more than 8
  IP’s Issued then: 

  	
   ̈ IP Justification Form

  



 


	
  Does the customer want McLeodUSA to host their domain?

  	
   

  	
   ̈  Yes

  	
   

  	
   ̈  No

  	
  McLeodUSA must

  
	
  Who will provide primary Domain Name Service?

  	
   

  	
   ̈  Mcleod

  	
   

  	
   ̈  Customer

  	
  host domain to provide

  
	
  Who will secondary Domain Name Service?

  	
   

  	
   ̈  Mcleod

  	
   

  	
   ̈  Customer

  	
  primary authoritative
  DNS

  



 


Line
Coding/Framing


 




	
  Framing: 

  	
  ESF

  	
   

  	
  Line Coding: 

  	
  B8ZS

  	
   

  	
  Timing: 

  	
  McLeodUSA

  	
   

  	
  ISDN: 

  	
   

  






 


Trunking
Configuration


 


	
  Trunk Group:

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
  Channel Assignments:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Screening ANI:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Channel Configuration:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traffic Type:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signaling:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alternate
  Routing/Overflow:

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  
	
  Alternate
  Routing/Overflow to:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dial Tone Provided by:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Calling:

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  



 


Features


 


	
  Trunk Group:

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
  DNIS Length:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RTANI:

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  
	
  If Calling Party #
  Feature wanted, Insert 10 digit ANI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Account Codes:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intralata PIC Code:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interlata PIC Code:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Block 900:

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  	
  o Y o N

  	
   

  



 


 

















 


 


	
  Sub Loc # :

  	
   

  	
   

  	
   

  	
  [McLeodUSA
  Logo]

  	
   

  	
  Page of Page :

  	
   

  	
   

  
	
  Supartracker:

  	
   

  	
   

  	
   

  	
  Service
  Order Form

  	
   

  	
  MCLD Quote #:

  	
   

  	
   

  
	
  SE Signature :

  	
   

  	
   

  	
   

  	
  One par Location/Service
  Type

  	
   

  	
  DSL Tracking #:

  	
   

  	
   

  



 


Location and
Service Type Private Line Location Z


 


	
  Serv Request:

  	
   

  	
  New

  	
   

  	
   

  	
   

  	
  Circuit Quantity:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Service Type:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Circuit based

  	
   

  	
  Private Line Retail

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


Facilities/Technical
Specifications


 


	
  Local Facilities Ordered By:

  	
   

  	
  McLeodUSA

  	
   

  	
  Existing Facilities:

  	
  þ Yes o No 

  	
   

  	
   ̈ LOA/CFA

  



 


	
  Current Facility Provider

  	
   

  	
   ̈  C/LBC

  	
   

  	
   ̈  IXC

  	
   

  	
  McLeodUSA

  	
   

  	
  Existing CKT ID  #
  :

  	
   

  
	
  Circuit Speed/Local Access:

  	
   

  	
  DS-1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  P. Line Speed

  	
  DS1

  



 


	
   

  	
  x  New

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jack:

  	
   ̈  Existing

  	
  Jack Type: 

  	
  RJ48

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o OC Redundancy: Working

  	
  Jack Location: 

  	
   

  



 


Vendor
Information


 


 


	
  Vendor/Integrator
  Company Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Number/e-mail:

  	
   

  	
   

  	
   

  	
   

  
	
  Customer understands
  that they are responsible for all inside wiring/networking:

  	
   

  	
  Customer Initials

  



 


Equipment


 


	
  Equip Type/Terminate to:
  

  	
  Other

  	
   

  	
  Other Describe: 

  	
  McLeodUSA
  SONET nodes

  	
   

  	
  Manufacturer: 

  	
   

  
	
  Equip Provided
  By: 

  	
  McLeodUSA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Line
Coding/Framing


 




	
  Framing: 

  	
  ESF

  	
   

  	
  Line Coding: 

  	
  B8ZS

  	
   

  	
  Timing: 

  	
  McLeodUSA

  	
   

  	
  ISDN: 

  	
   

  






 


 

















 


EXHIBIT D


ICB Request for Quote (RFQ) Form 


[GRAPHIC]


 


Required fields highlighted in yellow


 


GENERAL INFORMATION


 


	
  Sales Representative

  	
   

  	
   

  	
   

  
	
  Sales Type

  	
   

  	
  o Carrier o Strategic o Wholesale o ISP o Government o University o Utilities

  
	
  Department/Region

  	
   

  	
   

  	
   

  
	
  City

  	
   

  	
   

  	
   

  
	
  State

  	
   

  	
   

  	
   

  
	
  Phone Number

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date Submitted

  	
   

  	
   

  	
   

  
	
  Requested Service Date

  	
   

  	
   

  	
   

  
	
  Proposal Date*

  	
   

  	
   

  	
  * The date you plan on meeting with the client to
  propose the contract.

  



 


CUSTOMER INFORMATION


 


	
  Company Name

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
  City 

  	
   

  	
   

  	
   

  
	
  State

  	
   

  	
   

  	
   

  
	
  Zip

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Contact Name

  	
   

  	
   

  	
   

  
	
  Contact Title

  	
   

  	
   

  	
   

  
	
  Customer Contact Phone Number

  	
   

  	
   

  	
   

  
	
  Customer Contact Fax Number

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Customer
  Request

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  General Comment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Provider

  	
   

  	
   

  	
   

  	
   

  
	
  Describe Current Service

  	
   

  	
   

  	
   

  
	
  Other Bidding Companies

  	
   

  	
   

  	
   

  
	
  Customer Price Expectation

  	
   

  	
   

  	
   

  
	
  Monthly NET LD

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly LD Minutes

  	
   

  	
   

  	
   

  	
   

  
	
  Price Duration (months)

  	
   

  	
   

  	
   

  	
   

  



 


LOCATION INFORMATION


 


Please describe how the locations are connected
and with what type of service, after the detailed location data is entered
below:


 


Capacities: DS1(M), DS3(M),
OC3(c), OC12, OC12(c), OC48, etc.


 


	
   

  	
   

  	
  Loc A

  	
   

  	
  Loc Z

  	
   

  	
  Capacity

  	
   

  	
  Qty

  	
   

  	
  Expected Growth

  	
   

  
	
  Example

  	
   

  	
  1-MCLD
  POP

  	
   

  	
  2-Customer
  POP

  	
   

  	
  OC-3c

  	
   

  	
  1

  	
   

  	
  1 OC3
  per year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sequence
  10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 

















 


[GRAPHIC]


 




Location 1





	
  Requested Service:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o On-Net   o Off-Net

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Select All That Apply:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Premium Wiring

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Customer Provided Equipment

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Extended Demarc

  	
   

  	
  If checked, exact demarc location:

  	
   

  	
   

  
	
   

  	
   

  	
  o Diverse Fiber Paths Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Dual Building Entrances Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Construction Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o McLeadUSA Customer

  	
   

  	
  If checked, current MRR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NPA-NXX

  	
   

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  CLLI Code

  	
   

  	
   

  	
   

  	
   

  
	
  Bldg/Floor/Room

  	
   

  	
   

  	
   

  	
   

  
	
  City

  	
   

  	
   

  	
   

  	
   

  
	
  State

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Name

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Phone

  	
   

  	
   

  	
   

  	
   

  
	
  Distance to nearest road: (feet)

  	
   

  	
   

  	
   

  	
   

  
	
  Other location comments

  	
   

  	
   

  	
   

  	
   

  



 


 


 




Location 2





 


	
  Requested Service:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o On-Net   o Off-Net

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Select All That Apply:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Premium Wiring

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Customer Provided Equipment

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Extended Demarc

  	
   

  	
  If checked, exact demarc location:

  	
   

  	
   

  
	
   

  	
   

  	
  o Diverse Fiber Paths Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Dual Building Entrances Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Construction Required

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o McLeadUSA Customer

  	
   

  	
  If checked, current MRR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NPA-NXX

  	
   

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  CLLI Code

  	
   

  	
   

  	
   

  	
   

  
	
  Bldg/Floor/Room

  	
   

  	
   

  	
   

  	
   

  
	
  City

  	
   

  	
   

  	
   

  	
   

  
	
  State

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Name

  	
   

  	
   

  	
   

  	
   

  
	
  Contact Phone

  	
   

  	
   

  	
   

  	
   

  
	
  Distance to nearest road: (feet)

  	
   

  	
   

  	
   

  	
   

  
	
  Other location comments

  	
   

  	
   

  	
   

  	
   

  



 


 


 

















 


AMENDMENT
TO NETWORK AGREEMENT


This AMENDMENT TO NETWORK
AGREEMENT (“Amendment”), upon filing with the Public Service Commission of
Wisconsin and execution of the same by the undersigned effectively amends the
Network Agreement (“the Agreement”) executed November 24, 1999 between
McLeodUSA Telecommunications Services, Inc. (“McLeodUSA”) and the following
Alliant Energy legal entities:  Wisconsin
Power and Light Company (“WPL”), IES Utilities, Inc. (“IESU”) Interstate Power
Company (“IPC”) and Alliant Energy Corporate Services, Inc., as agent for other
Alliant Energy Companies. Capitalized terms used but not defined herein shall
have the meanings set forth in the Agreement.


RECITALS


WHEREAS, IPC has merged into
IESU and IESU has thereafter changed its name to Interstate Power and Light
Company (“IPL”); and


WHEREAS McLeodUSA has sold
its Personal Communications Services (PCS) Licenses and no longer requires the
exclusive rights to the use of IPL’s microwave, radio or other towers as
described in the Agreement;


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties seek to
amend the aforementioned Agreement as follows:


TERMS OF AMENDMENT


1.             Section XIV, Towers, shall be deleted in its
entirety and replaced with:


Effective upon filing with
the Public Service Commission of Wisconsin, and execution of the same by the
undersigned, McLeod USA hereby waives its right to attach for
Telecommunications Purposes to all WP&L towers including but not limited to
radio towers, owned by WP&L, and all rights related thereto.


Effective upon filing with
the Public Service Commission of Wisconsin, and execution of the same by the
undersigned, McLeodUSA hereby waives its right to attach for Telecommunications
Purposes to all IPL towers (including but not limited to radio towers, owned by
IPL, and all rights related thereto), and McLeodUSA shall no longer manage
microwave towers owned by IPL.


2.             Pursuant to Section XV, Payment, McLeodUSA has
issued Alliant Energy Transport Credit for the use of its towers by the
attachee listed above. Upon the return of tower management by McLeodUSA to
Alliant Energy, subsequent semi-annual Right of Way Utilization reports shall
reflect the loss of those credits to Alliant Energy.


Except as otherwise agreed
herein, all other terms and conditions set forth in the Agreement shall remain
in full force and effect.


 

















 


IN WITNESS WHEREOF, this
Amendment is hereby duly executed by an authorized representative of each Party
hereto as of the date first above written.


	
  Wisconsin Power and Light
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/
  John O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
  John
  O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  Vice
  President - Technical and Integrated Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  10-14-2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interstate Power and Light
  Company (f/k/a EES Utilities, Inc. and
  Interstate Power Company)

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/
  John O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
  John
  O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  Vice
  President - Technical and Integrated Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  10-14-2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alliant Energy Corporate
  Services, Inc., (as agent for other Alliant
  Energy Companies)

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/
  John O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
  John
  O. Larsen

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  Vice
  President - Technical and Integrated Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  10-14-2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  McLeodUSA
  Telecommunications Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/
  Stephen C. Gray

  	
  Signature

  	
  not
  applicable

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
  Stephen
  C. Gray

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  President

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  11-11-2004

  	
  Date