Aliant Communications Inc – ‘8-K’ for 4/1/98 – EX-4

As of:  Wednesday, 4/1/98   ·   For:  4/1/98   ·   Accession #:  897069-98-197   ·   File #:  0-10516

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Aliant Communications Inc.                             4      9K 
 2: EX-4        Instrument Defining the Rights of Security Holders     5±    19K 
 3: EX-99       Miscellaneous Exhibit                                  1      7K 

EX-4   —   Instrument Defining the Rights of Security Holders

EX-4
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                                                                 EXHIBIT 4

THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE      
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR   
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE    
COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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.                          

 =============================================

No. 1                                                  $100,000,000       

ALIANT COMMUNICATIONS INC.
6 % Notes due 2028

                                             CUSIP:  016090 AA 0

    Aliant Communications Inc., a Nebraska corporation (herein
called the "Company," which term includes any successor corporation under 
the Indenture referred to herein), for value received, hereby promises to 
pay to:                                                                   

CEDE & CO.

or registered assigns, the principal sum of $100,000,000 on April 1, 2028 
and to pay interest on such principal sum at the rate of six and three-   
quarters percent (6 %) per annum.                                         

          The Company will pay interest from the later of April 1, 1998 or
the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semi-annually on October 1 and April 1
of each year, beginning October 1, 1998 (each an "Interest Payment Date"),
until the principal hereof is otherwise paid or duly provided for. The    
interest so payable, and punctually paid or duly provided for, on any     
Interest Payment Date will, as provided in the Indenture (as defined      
below), be paid to the Holder of this Note (or one or more predecessor    
Notes) of record at the close of business on the regular record date (the 
"Regular Record Date") for such Interest Payment Date, which shall be the 
15th day of the month next preceding the month of such Interest Payment   
Date (whether or not a Business Day).  Interest will be computed on the   
basis of a 360-day year consisting of twelve 30-day months.               

       Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record  
Date by virtue of his having been such Holder, and may be paid to the     
Holder of this Note (or one or more predecessor Notes) of record at the   
close of business on a special record date (the "Special Record Date")    
fixed by the Company for the payment of such defaulted interest, notice   
whereof shall be given to Holders not less than 15 days prior to such     
Special Record Date, all as more fully provided in the Indenture (as      
defined below).                                                           

        Payment of the principal of this Note and the interest thereon
will be made at the office or agency of the Company in the Borough of     
Manhattan, City and State of New York, in such coin or currency of the    
United States of America as at the time of payment is legal tender for    
payment of public and private debts.                                      

ALIANT COMMUNICATIONS INC.
 6-3/4% Notes due 2028

        This Note is one of a duly authorized issue of debt securities
of the Company (herein called the "Securities"), issuable in one or more  
series, unlimited in aggregate principal amount except as may be otherwise
provided in respect of the Securities of a particular series, issued and  
to be issued under and pursuant to an Indenture dated as of February 23,  
1998 (herein called the "Indenture"), duly executed and delivered by the  
Company to U.S. Bank National Association, as Trustee (the "Trustee"), and
is one of a series limited in aggregate principal amount to $100,000,000  
and designated as 6-3/4% Notes due 2028 (herein called the "Notes").      
Reference is hereby made to the Indenture for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of   
the Trustee, the Company and the Holders of Securities (including Holders 
of the Notes).                                                            

         The Notes are redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 
100% of the principal amount of the Notes to be redeemed, or (ii) the sum 
of the present values of  the Remaining Scheduled Payments thereon        
discounted to the redemption date on a semi-annual basis (assuming a 360- 
day year consisting of twelve 30-day months) at the Treasury Rate         
plus 12.5 basis points, together in either case with accrued interest to  
the date of redemption.                                                   

          Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Notes  
to be redeemed.                                                           

       In case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by  
such other method as the Trustee in its sole discretion shall deem to be  
fair and appropriate, although no Note of $1,000 in principal amount at   
maturity or less shall be redeemed in part. If any Note is to be redeemed 
in part only, the notice of redemption relating to such Note shall state  
the portion of the principal amount thereof to be redeemed. A new Note in 
principal amount at maturity equal to the unredeemed portion thereof will 
be issued in the name of the Holder thereof upon cancellation of the      
original Note.                                                            

The Notes are not subject to any sinking fund.        

          The Notes are subject to defeasance at the option of the Company
as provided in the Indenture.                                             

         As long as this Note is represented in global form (the "Global
Security") registered in the name of the Depositary or its nominee, except
as provided in the Indenture and subject to certain limitations therein   
set forth, no Global Security shall be exchangeable or transferrable.     

   If an Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the principal plus any
accrued interest may be declared due and payable in the manner and with   
the effect and subject to the conditions provided in the Indenture.       

          The Indenture permits the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders
under the Indenture at any time by the Company and the Trustee with the   
consent of the Holders of a majority in aggregate principal amount of the 
Securities then Outstanding of all series which are affected by such      
amendment or modification, except that certain amendments which do not    
adversely affect the rights of any Holder of the Securities may be made   
without the approval of Holders of the Securities. No amendment or        
modification may, among other things, extend the time of payment of the   
principal, or any installment of the principal of any Security, reduce the
principal amount thereof, reduce the rate or extend the time of payment of
any interest thereon, or reduce the aforesaid majority in aggregate       
principal amount of Securities of any series, the consent of the Holders  
of which is required for any such amendment or modification, without the  
consent of each Security holder affected.                                 

         Notwithstanding any provision in the Indenture or any provision
of this Note, the Holder of this Note shall have the right, which is      
absolute and unconditional, to receive payment of the principal of (and   
premium, if any) and interest on this Note at the times, place and rate,  
and in the coin or currency herein prescribed.                            

          This Note shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance  
with the laws of such State, except as may otherwise be required by       
mandatory provisions of law.                                              

        All terms used in this Note which are defined in the Indenture
have the meanings assigned to them in the Indenture.  Capitalized terms   
not defined herein or in the Indenture shall have the meaning set forth in
the Prospectus Supplement, dated March 26, 1998.                          

  Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this Note    
shall not be entitled to any benefit under the Indenture or be valid or   
obligatory for any purpose.                                               

 * * * * *

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.                                                                 

Dated:    April 1, 1998                                                   

ALIANT COMMUNICATIONS INC.                                                

By: _______________________________                                       
Name:  Frank H. Hilsabeck                                                 
Title: President and Chief Executive Officer                              

Attest:                                                                   

___________________________________                                       
Name:  Michael J. Tavlin                                                  
Title: Vice President-Treasurer and Secretary                             

This is one of the Securities referred to in the within-mentioned         
Indenture.                                                                

U.S. BANK NATIONAL ASSOCIATION                                            

Dated:   April 1, 1998                                                    

By: _______________________________                                       
Authorized Officer                                            

EX-4
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 ASSIGNMENT FORM

 =============================================

To assign this Note, fill in the form below:

I or we assign and transfer this Note to                                  

__________________________________
 Insert assignee's soc. sec. or tax I.D. no.

__________________________________________________________________________
(Print or type assignee's name, address and zip code)                     

__________________________________________________________________________

__________________________________________________________________________

and all rights thereunder and irrevocably appoint_________________________

__________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may    
substitute another to act for him.  ______________________________________
__________________________________________________________________________
__________________________________________________________________________

Dated:__________                                                          

         NOTICE:        The signature to this assignment must correspond
                        with the name as it appears on the first page of
the within Note.        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/1/28		1
		10/1/98		1
Filed on / For Period End:		4/1/98		1
		3/26/98		1
		2/23/98		1					S-3
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