EXHIBIT 4.1


 


ESCHELON OPERATING COMPANY 

as Issuer


 


the guarantors named herein


 


and


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


 


as Trustee


 


 


SUPPLEMENTAL INDENTURE


 


 


Dated as of March 27, 2006


 


 


83/8% Senior Second Secured Notes due 2010


 

















 


SUPPLEMENTAL
INDENTURE, dated as of March 27, 2006, among Eschelon Operating Company
(the “Issuer”), the
Guarantors (as defined herein) and The Bank of New York Trust Company, N.A., as
Trustee.


 


RECITALS


 


WHEREAS,
the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee have
entered into an Indenture, dated as of March 17, 2004 (as amended, the “Indenture”), pursuant
to which the Issuer has issued 83/8% Senior Second
Secured Notes due 2010 (the “Notes”) and the Guarantors previously have jointly and
severally guaranteed on a senior secured basis (the “Guarantees”) certain
obligations of the Issuer in respect of the Notes pursuant to the Indenture;


 


WHEREAS,
Section 9.01(1) and (4) of the Indenture provide, among other
things, that the Issuer, the Guarantors and the Trustee may amend or
supplement the Indenture in order to make any modification that does not adversely
affect the legal rights of any Holder under the Indenture, the Notes or the
Guarantees, in either case, without the consent of the Holders of the
Notes; 


 


WHEREAS,
the Issuer, the Guarantors, and the Trustee now wish to supplement the
Indenture in order to provide for the issuance of Unit Certificates as
described below;


 


WHEREAS,
all acts and things prescribed by the Indenture, by law and by the charter and
the bylaws (or comparable constituent documents) of the Issuer, the Guarantors
and the Trustee have been done to make this Supplemental Indenture a valid and
binding agreement of the Issuer, the Guarantors and the Trustee, in accordance with
its terms:


 


ARTICLE 1


 


SECTION 1.01.                 Supplemental Indenture.


 


This
Supplemental Indenture is supplemental to the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with
and as part of, the Indenture for any and all purposes. This Supplemental
Indenture shall become effective immediately upon its execution and delivery by
each of the Issuer, the Guarantors and the Trustee. 


 


ARTICLE 2


 


SECTION 2.01.                 Amendments to Indenture.


 


The
Indenture is hereby amended as follows:


 


(a)                                  Section 4.21
is hereby amended to add the following new subsection (c): “(c) Certificates
representing the Unit Securities shall be substantially in the form of Exhibit F
hereto with such changes as the Company and the Trustee shall mutually agree (“Unit
Certificates”). Upon the written request of the Company, the Trustee shall,
in accordance with this Section 4.21, instruct and authorize DTC to take
all actions necessary to consummate the Automatic Exchange and to reflect the
appropriate book-entry interests in the Unit Certificates. All provisions of
this Indenture applicable to the Global Notes shall be applicable to the Unit Certificates,
mutatis mutandis.”


 


(b)                                 The
Indenture is hereby amended to include the following after Exhibit E: 


 


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EXHIBIT F


 


FORM OF
UNIT CERTIFICATE


 


ESCHELON
OPERATING COMPANY


 


CUSIP No.: 29629Q AH5 


 


This Unit consists of the
Notes listed on Schedule A hereto and attached hereto. The Notes forming a
part of this Unit may be transferred only as a unit and will not be
separately transferable.


 


THIS
UNIT CERTIFICATE IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS UNIT CERTIFICATE IS NOT EXCHANGEABLE
FOR UNITS 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 UNIT CERTIFICATE (OTHER THAN A TRANSFER OF THIS UNIT
CERTIFICATE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF 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.


 


All terms used in this
Unit Certificate which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


SCHEDULE A


 


Notes forming a part of this Unit


 


	
  CUSIP No.

  	
   

  	
  Certificate No.

  	
   

  	
  Principal Amount at Maturity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


ASSIGNMENT FORM


 


If you the Holder want to
assign this Unit Certificate, fill in the form below and have your signature
guaranteed:


 


I/We assign and transfer
this Unit Certificate to:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or type name, address and zip code

  
	
  and social security or tax ID number of assignee)

  



 


and irrevocably appoint                                                                                     
agent to transfer this Unit Certificate on the books of the Company. The agent may substitute
another to act for him.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the other side of this Unit Certificate)

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
								



 


ARTICLE 3


 


SECTION 3.01.
Notes and Guarantees.


 


Except
as specifically modified herein, the Indenture, the Notes (some or all of which
shall be attached to the Unit Certificate) and the Guarantees are in all
respects ratified and confirmed (mutatis mutandis)
and shall remain in full force and effect in accordance with their terms with
all capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.


 


SECTION 3.02.
Trustee.


 


Except
as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed
and accepted by the Trustee subject to all the terms and conditions set forth
in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.


 


ARTICLE 4


 


SECTION 4.01.
Governing Law.


 


THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


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SECTION 4.02.
Successors.


 


All
agreements of the Issuer and the Guarantors, if any, in this Supplemental
Indenture, if any, shall bind their successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.


 


SECTION 4.03.
Duplicate Originals.


 


All
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together shall represent the
same agreement.


 


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