**Exhibit 4.1.2**

 

**AMENDMENT NO. 1 TO**

**FOURTH AMENDED AND RESTATEDSTOCKHOLDERS AGREEMENT**

 

This Amendment No. 1(the “Amendment”) to the Fourth Amended and Restated Stockholders Agreement(the “Agreement”), dated as of June 27, 2002, by and among Eschelon Telecom, Inc.,a Delaware corporation (the “Company”), certain holders of the Company’s Series APreferred Stock, par value $0.01 per share, certain holders of the Company’scommon stock, par value $0.01 per share, and certain individuals identified onthe schedule of minority stockholders attached to the Agreement, is madeas of December 23, 2004, and amends the Agreement, pursuant to Section 12.2of the Agreement, to the extent expressly set forth herein.  All capitalized terms not otherwise definedherein shall have the meanings ascribed thereto in the Agreement.

 

1.             Anew Section 16 shall be added to the Agreement and shall state as follows:

 

Theholders of the Company’s Series B Preferred Stock, par value $0.01 pershare (the “***Series BPreferred Stock***”), identified on the Schedule of Series BHolders attached hereto and such other holders of Series B PreferredStock who from time to time become a party hereto by executing a counterpartsignature page (each, a “***Series B Holder***” and together the “***Series B Holders***”),with each Series B Holder’s respective number of shares of Series BPreferred Stock (“***Series BShares***”) listed thereon, shall be deemed parties to thisAgreement and shall have the same rights and obligations as Series AHolders with respect to Section 3 (“Tag Along” and “Drag Along” Rights), Section 4(Transfer Rights), Section 6 (Preemptive Rights), Section 7(Registration Rights), Section 9 (Certain Issuances and Transfers, Etc.), Section 10(Remedies) and Section 11 (Legends) of the Agreement as if their Series BShares were Series A Shares.  Forthe purposes of the Agreement, the Series B Shares shall be consideredShares and shall vote with the Series A Shares in order to determineactions taken by the Majority Series A Holders, with each Series AShare and each Series B Share carrying the right to cast one vote.

 

2.             ThisAmendment will become effective simultaneously with the “Closing” as that termis defined in the Series B Preferred Stock Purchase Agreement, dated as ofDecember 23, 2004, by and among the Company and each of the persons listedon the schedule of purchasers attached thereto.

 

3.             Exceptas modified or supplemented by this Amendment, each of the terms of theAgreement remain unmodified and in full force and effect.

 

----

 

INWITNESS WHEREOF, each of the undersigned has duly executed this Amendment as ofthe date first above written.

 
|       | **BAIN  CAPITAL FUND VI, L.P.** |
|------------|---------------------------------|
|       | By:                             |   Bain Capital Partners VI, L.P., its general  partner |
|       | By:                             |   Bain Capital Investors , LLC, its general  partner |
|       |                            |   |
|       |                            |   |
|       | By:                             |   /s/ Ian Loring |
|       |                            | Name: | Ian Loring |
|       |                            | Title: | Managing  Director |
|       |                            |   |
|       |                            |   |
|       |                            |   |
|       | **BCIP  ASSOCIATES II**         |
| ** ** | **BCIP  ASSOCIATES II-B**       |
| ** ** | **BCIP  ASSOCIATES II-C**       |
|       | By:                             |   Bain Capital Investors, LLC, their managing  partner |
|       |                            |   |
|       |                            |   |
|       | By:                             |   /s/ Ian Loring |
|       |                            | Name: | Ian Loring |
|       |                            | Title: | Managing  Director |

 

----

 

 
|   | **PEP  INVESTMENTS PTY. LIMITED** |
|--------|-----------------------------------|
|   | By:                               |   Bain Capital Investors, LLC, its  attorney-in-fact |
|   |                              |   |
|   |                              |   |
|   | By:                               |   /s/ Ian Loring |
|   |                              | Name: | Ian Loring |
|   |                              | Title: | Managing  Director |
|   |                              |   |
|   |                              |   |
|   | **RGIP,  LLC**                    |
|   |                              |   |
|   |                              |   |
|   |   /s/ R. Bradford Malt       |
|   | Name:                             | R. Bradford Malt |
|   | Title:                            | Managing Member |
|   |                              |   |
|   |                              |   |
|   | **RANDOLPH  STREET PARTNERS IV**  |
|   |                              |   |
|   |                              |   |
|   |   /s/ Matthew Sternmetz      |
|   | Name:                             | Matthew  Sternmetz |
|   | Title:                            | Partner |
|        |                                   |  |  |  |

 

----

 
|   | **WIND  POINT PARTNERS IV, L.P.**                    |
|--------|------------------------------------------------------|
|   | By:                                                  |   Wind Point Investor IV, L.P., as General  Partner |
|   | By:                                                  |   Wind Point Advisor, L.L.C., as General  partner |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   /s/ James P. TenBroeck |
|   |                                                 | Name: | James P.  TenBroeck |
|   |                                                 | Title: | Managing Member |
|   |                                                 |   |   |
|   | By:                                                  |   /s/ James E. Forrest |
|   |                                                 | Name: | James E. Forrest |
|   |                                                 | Title: | Managing Member |
|   |                                                 |   |
|   |                                                 |   |
|   | **WIND  POINT IV EXECUTIVE ADVISOR  PARTNERS, L.P.** |
|   | By:                                                  |   Wind Point Investor IV, L.P., as General  Partner |
|   | By:                                                  |   Wind Point Advisor, L.L.C., as General  partner |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   /s/ James P. TenBroeck |
|   |                                                 | Name: | James P.  TenBroeck |
|   |                                                 | Title: | Managing Member |
|   |                                                 |   |
|   | By:                                                  |   /s/ James E. Forrest |
|   |                                                 | Name: | James E. Forrest |
|   |                                                 | Title: | Managing Member |
|   |                                                 |   |
|   |                                                 |   |
|   | **WIND  POINT ASSOCIATES IV, L.L.C.**                |
|   | By:                                                  |   Wind Point Investor IV, L.P., as General  Partner |
|   | By:                                                  |   Wind Point Advisor, L.L.C., as General  partner |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   /s/ James P. TenBroeck |
|   |                                                 | Name: | James P.  TenBroeck |
|   |                                                 | Title: | Managing Member |
|   |                                                 |   |   |
|   | By:                                                  |   /s/ James E. Forrest |
|   |                                                 | Name: | James E. Forrest |
|   |                                                 | Title: | Managing Member |

 

----

 
|   | **STOLBERG,  MEEHAN & SCANO II, L.P.** |
|--------|-------------------------------------------------|
|   | By:                                             |   Stolberg, Meehan & Scano, L.L.C.,  General Partner |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   /s/ Peter VanGenderen |
|   |                                            | Name: | Peter  VanGenderen |
|   |                                            | Title: | Authorized  Representative |
|   |                                            |   |
|   | **SMS  II-A, L.P.**                             |
|   | By:                                             |   Stolberg, Meehan & Scano, L.L.C.,  General Partner |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   /s/ Peter VanGenderen |
|   |                                            | Name: | Peter  VanGenderen |
|   |                                            | Title: | Authorized  Representative |

 

----

 

 
|   | **YALE  UNIVERSITY** |
|--------|----------------------|
|   |                 |   |
|   |                 |   |
|   | By:                  |   /s/  David F. Swensen |
|   |                 | Name: | David F. Swensen |
|   |                 | Title: | Chief Investment  Officer |

 

----

 
|   | **ESCHELON  TELECOM, INC.** |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         |   /s/  Richard A. Smith |
|   |                        | Name: | Richard A. Smith |
|   |                        | Title: | President &  CEO |

 

----

 

**SCHEDULE OF SERIES B HOLDERS**

 
| **Names and Addresses**                         | ** ** | **No. of Shares of  Series B Preferred Stock** | ** ** |
|-------------------------------------------------|------------|----------------------------------------------------------|------------|
| Bain Capital Fund VI,  L.P.                     |       | 7,634,294.6667                                           |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| BCIP Associates II                              |       | 1,231,036.0000                                           |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| BCIP Associates II-B                            |       | 337,294.6667                                             |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| BCIP Associates II-C                            |       | 396,609.3333                                             |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| RGIP, LLC                                       |       | 98,210.6667                                              |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| Randolph Street  Partners IV                    |       | 98,210.6667                                              |       |
| 200 East Randolph Drive                         |       |                                                     |       |
| Chicago, IL 60601                               |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| PEP Investments PTY  Ltd.                       |       | 25,448.0000                                              |       |
| 111 Huntington Avenue                           |       |                                                     |       |
| Boston, MA 02199                                |       |                                                     |       |
| Attn:                                           |       |                                                     |       |
|                                            |       |                                                     |       |
| Wind Point Partners IV,  L.P.                   |       | 7,832,947.7067                                           |       |
| One Town Square                                 |       |                                                     |       |
| Suite 780                                  |       |                                                     |       |
| Southfield, MI 48076                            |       |                                                     |       |
| Attn: Jim TenBroek                              |       |                                                     |       |
|                                            |       |                                                     |       |
| Wind Point IV Executive  Advisor Partners, L.P. |       | 58,857.3600                                              |       |
| One Town Square                                 |       |                                                     |       |
| Suite 780                                  |       |                                                     |       |
| Southfield, MI 48076                            |       |                                                     |       |
| Attn: Jim TenBroek                              |       |                                                     |       |
|                                            |       |                                                     |       |
| Wind Point Associates  IV, L.L.C.               |       | 29,010.9333                                              |       |
| One Town Square                                 |       |                                                     |       |
| Suite 780                                  |       |                                                     |       |
| Southfield, MI 48076                            |       |                                                     |       |
| Attn: Jim TenBroek                              |       |                                                     |       |

 

----

 
| Stolberg,  Meehan & Scano II, L.P. |   | 300,000.0000   |   |
|---------------------------------------------|--------|----------------|--------|
| 370 17th  Street                            |   |           |   |
| Suite 3650                             |   |           |   |
| Denver, CO 80202                            |   |           |   |
| Attn:                                       |   |           |   |
|                                        |   |           |   |
| SMS II-A, L.P.                              |   | 900,000.0000   |   |
| 370 17th  Street                            |   |           |   |
| Suite 3650                             |   |           |   |
| Denver, CO 80202                            |   |           |   |
| Attn:                                       |   |           |   |
|                                        |   |           |   |
| Yale University                             |   | 1,058,080.0000 |   |
| Yale Investments Office                     |   |           |   |
| 230 Prospect Street                         |   |           |   |
| New Haven, CT 06511                         |   |           |   |
| Attn: David Swensen                         |   |           |   |

 

----