Form of IDS certificate.



 Exhibit 4.6 
  

[FORM OF GLOBAL IDS] 
  
         THIS SECURITY IS A GLOBAL INCOME DEPOSIT SECURITY (“IDS”) AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
         EACH IDS CONSISTS OF $[            ] PRINCIPAL AMOUNT OF THE
[            ]% SENIOR SUBORDINATED NOTES DUE 2019 (THE “NOTES”) OF IOWA TELECOMMUNICATIONS SERVICES, INC. (THE “COMPANY”) AND ONE SHARE OF CLASS A COMMON STOCK $0.01
PAR VALUE, OF THE COMPANY (SUBJECT TO ADJUSTMENT IN CASE OF A STOCK SPLIT, STOCK DIVIDEND, COMBINATION OR RECLASSIFICATION OF THE CLASS A COMMON STOCK). THE CLASS A COMMON STOCK AND NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR
EXCHANGED SEPARATELY AND MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER UNTIL SEPARATED IN ACCORDANCE WITH THE TERMS OF THIS CERTIFICATE. 
  









 IOWA TELECOMMUNICATIONS SERVICES, INC. 
  
 [     ] IDSs 
  

			
	No. 1	 	 CUSIP NO. [        ]

	 	 	 ISIN: [        ]


  
         Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”) hereby certifies that Cede & Co., or registered assigns, is the owner of the number of Income
Deposit Securities (“IDSs”) set forth above or such other number of IDSs reflected on Schedule A hereto. 
  
         Each IDS consists of $[            ] principal amount of
[            ]% senior subordinated notes due 2019 of the Company (the “Notes”) and one share of Class A Common Stock, par value $0.01 per share of the Company (the
“Class A Common Stock”) (subject to adjustment in case of a stock split, stock dividend, combination or reclassification of the Class A Common Stock as reflected on Schedule B hereto). The global Note and global Class A Common Stock
certificate constituting part of this IDS Certificate are each attached hereto. The terms of the Notes are governed by an Indenture dated as of [            ], 2004 (as amended from time to
time in accordance with the terms thereof, the “Indenture”) among the Company, the Guarantors named therein and [            ] as trustee (the “Trustee”),
and are subject to the terms and provisions contained therein, to all of which terms and provisions the holder of this IDS Certificate consents by acceptance hereof. The Company will furnish to any holder of this IDS Certificate upon written request
and without charge a copy of the Indenture. 
  
         Upon the occurrence of a stock split, stock dividend, combination or reclassification of the Class A Common Stock, the Company will notify in writing the IDS Transfer Agent and DTC of such
event and instruct them to reflect the resulting changes on Schedule B hereof. 
  
         This IDS Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
  
 Automatic Separation: 
  
         Each IDS will automatically separate into one (1) share of Class A Common Stock (subject to adjustment in case of a stock
split, stock dividend, combination or reclassification of the Class A Common Stock as reflected on Schedule B hereto) and $[            ] principal amount of Notes upon the (i) date on
which principal on the Notes becomes due and payable, whether at the stated maturity of the Notes or upon acceleration thereof, (ii) any redemption of all or a portion of the Notes, (iii) a payment default on the Notes has occurred and is continuing
without cure for a period of 90 days, or (iv) if DTC is unwilling or unable to continue acting as securities depository with respect to the IDSs or ceases to be a registered clearing agency under the Securities Exchange Act of 1934 and the Company
is unable to find a successor depository. 
  

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         In addition, upon a notice by the Company of the issuance by the Company
of additional Notes pursuant to Section 4.14 of the Indenture (“New Notes”) (i) the IDSs represented by this Certificate will be automatically separated into the Class A Common Stock and the Notes represented hereby, (ii) this
Certificate shall be canceled, and (iii) a new IDS Certificate(s) will be issued to the holder of this Certificate representing the same number of IDSs (“New IDSs”). Each New IDS will consist of one share of Class A Common Stock
(subject to adjustment in case of a stock split, stock dividend, combination or reclassification of the Class A Common Stock as reflected on Schedule B hereto) and $[            ] principal
amount of a combination of the Notes and New Notes in proportion to the aggregate principal balances thereof. 
  
 Voluntary Separation: 
  
         The registered holder of this Certificate is entitled, at any time and from time to time, on or after the earlier of (i)
[            ], 2004 and (ii) the occurrence of a Change of Control (as defined in the Indenture), to separate the IDSs represented by this Certificate or any portion thereof for one (1)
share of Class A Common Stock (subject to adjustments in case of stock split, stock dividend, combination or reclassification of the Class A Common Stock) and $ [            ] principal
amount of Notes for each IDS. 
  
 Recombination: 
  
         Any holder of Class A Common Stock and Notes
is entitled, at any time to combine such holder’s Class A Common Stock and Notes to form IDSs. 
  
 Governing Law: 
  
         THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THIS CERTIFICATE AND
(BY THEIR ACCEPTANCE OF THIS CERTIFICATE) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS CERTIFICATE. 
  
 [Remainder of Page
Intentionally Left Blank] 
  

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 Dated: [            ], 2004 
  

			
	 IOWA TELECOMMUNICATIONS SERVICES, INC.
  

		
	By:	 	

	 	 	Name:
	 	 	Title:


  
  
 Countersigned and registered: 
  
 [                                      
      ] 
 as Transfer Agent and Registrar 
  

			
		
	 	 	 
	By:	 	

	 	 	Name:
	 	 	Title:

  

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 Schedule A 
  

 
 NUMBER OF IDSs 
  
 The Number of IDSs initially represented by this global IDS certificate is
            . The following increases or decreases have been made: 
  

									
	 Number of
 IDSs Prior to
Adjustment

	 	 Increase
 In Amount of
 IDSs

	 	 Decrease
 In Amount of
 IDSs

	 	 Signature

	 	 Date


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  

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 Schedule B 
  

 
 NUMBER OF SHARES OF CLASS A COMMON STOCK 
  
         The number of shares of Class A Common Stock
included in each IDS represented by this Certificate is initially one (1). The following adjustments have been made: 
  

									
	 Number of Shares
of Class A Common
Stock Included in
Each IDS Prior to
Adjustment

	 	 Event Triggering
Adjustment

	 	 Number of Shares
of Class A Common
Stock Included in
Each IDS Following
Adjustment

	 	 Signature

	 	 Date


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  

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