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Exhibit 4.9  


        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 November 29, 2004 


83/8%
Senior Second Secured Notes due 2010 











        SUPPLEMENTAL INDENTURE, dated as of November 29, 2004, 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 (the "Indenture"), pursuant to which the Issuer has issued $100 million aggregate principal amount of 83/8%
Senior Second Secured Notes due 2010 (the "Notes") and the Guarantors previously have jointly and severally guaranteed on a senior subordinated basis
(the "Guarantees") certain obligations of the Issuer in respect of the Notes pursuant to the Indenture; 


        WHEREAS,
Section 9.01(4), (9) and (10) of the Indenture provide, among other things, that the Issuer, the Guarantors and the Trustee may amend or supplement the
Indenture in order to provide for the issuance of Additional Notes or 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 Additional Notes as described above; 


        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.    Amendment to Indenture.    


        The
Indenture is hereby amended as follows: 


        (a)   The
definition of "Exchange Notes" is hereby amended to delete the phrase "a registration rights agreement substantially similar to". 



        (b)   The
definition of "Registration Rights Agreement" is hereby amended to insert "(a)" after the word "means" in the first line thereof and to insert the following text
after the phrase "the Initial Purchasers," in the second line thereof: "or (b) a registration rights agreement between the Company, the Guarantors and the other parties thereto in connection
with the issuance of Additional Notes,". 


        (c)   Section 4.21
is hereby amended as follows: (1) the phrase "immediately following such issuance" in the third line of clause (a) shall be deleted and
the following text shall be inserted in lieu thereof: "immediately following the issuance of Exchange Notes therefor"; and (2) the following phrase shall be inserted at the end of
clause (a): "The Company may, in its sole discretion, exclude from any such Automatic Exchange any Additional Notes that are not exchanged for Exchange Notes or that otherwise are "restricted
securities" for purposes of the U.S. Securities Act of 1933.". 


        (d)   Exhibit A
is hereby amended as follows: (1) to delete references to "September 15, 2004" and to insert "[September 15,
2004][date of first interest payment date after issuance]" in lieu thereof; 










(2) in
paragraph 1, to delete "from and including the date of issuance" and insert "from [and including the date of issuance] [appropriate date as set
forth in the offering document for a particular note]"; (3) in paragraph 8, references to "Initial Notes" shall replaced by "Notes"; and (4) to add a new
paragraph 25 as follows: "[For Notes issued on November 29, 2004, insert: This Note is subject to a special redemption as set forth in Article 13 of the Indenture in
the event that the ATI Acquisition is not consummated on or prior to January 31, 2005, at a redemption price equal to 80.480% of the principal amount at maturity of this Note, plus accrued
interest to the date of redemption. This Note may also be redeemed at the option of the Company, in whole, but not in part, at any time prior to January 31, 2005 if, in the sole judgment of the
Company, the ATI Acquisition will not be consummated by January 31, 2005, at a redemption price equal to 80.480% of the principal amount at maturity of this Note, plus accrued interest to the
date of redemption, if this Note is redeemed after December 31, 2004, or 79.248% of the principal amount at maturity of the notes, plus accrued interest to the date of redemption, if this Note
is redeemed on or prior to December 31, 2004.]". 


        (e)   Exhibit B
is hereby amended as follows: (1) to delete references to "September 15, 2004" and to insert "[September 15,
2004][date of first interest payment date after issuance]" in lieu thereof; and (2) in paragraph 1, to delete "from and including the date of
issuance" and insert "from [and including the date of issuance] [appropriate date as set forth in the offering document for a particular note]". 


        (f)    A
new Article Thirteen is hereby added as follows: 


 
 

"ARTICLE 13    




        SECTION
13.01.    Definitions.    


        As
used in this Article Thirteen: 



        "ATI
Acquisition" means the acquisition by the Company of all of the capital stock of Advanced TelCom, Inc. pursuant to the terms of the Stock Purchase Agreement dated as of
October 13, 2004 between Eschelon Telecom Inc. and Advanced TelCom Group, Inc. 


        "Escrow
Agent" means The Bank of New York Trust Company, N.A., in its capacity as escrow agent under the Escrow Agreement. 



        "Escrow
Agreement" means the Escrow Agreement dated November 29, 2004, by and between The Bank of New York Trust Company, N.A., in its capacities as escrow agent and as trustee
under the Indenture, and the Company. 


        "Escrow
Redemption Price" means either: (1) 79.248% of the principal amount at maturity of the New Notes, plus accrued interest to the date of redemption, if the New Notes are
redeemed on or prior to December 31, 2004; or (2) 80.480% of the principal amount at maturity of the New Notes, plus accrued interest to the date of redemption, if the New Notes are
redeemed after December 31, 2004. 


        "New
Notes" means the $65,000,000 aggregate principal amount at maturity of Notes issued by the Company on November 29, 2004. 




        SECTION
13.02.    Optional Special Redemption.    


        Upon
delivery of an Officers' Certificate to the Trustee stating that, in the sole judgment of the Company, the ATI Acquisition will not be consummated on or prior to January 31,
2005, and that the Company has elected to redeem the New Notes, in whole, but not in part, and setting forth the date (which shall be at least two Business Days after the date of such Officers'
Certificate is delivered) on which the New Notes are to be redeemed, the Trustee shall give written notice to the Escrow Agent pursuant to Section 1.3(b) of the Escrow Agreement that a special
redemption of the New Notes will be made on the date specified in such Officers' Certificate. The Trustee shall direct the Paying Agent to redeem the New Notes at the applicable Escrow Redemption
Price upon receipt of proceeds from the Escrow Account (as defined in the Escrow Agreement) pursuant to Section 1.3(b) of the Escrow Agreement. 










        SECTION
13.03.    Mandatory Special Redemption.    


        Unless
the New Notes have been previously redeemed pursuant to Section 13.02, in the event that the Trustee has not received on or prior to January 31, 2005 an Officers'
Certificate from the Company certifying that (1) it has consummated the ATI Acquisition and (2) it has received not less than $15.0 million from the issuance of the Company's
convertible preferred stock, the Trustee shall give written notice to the Escrow Agent pursuant to Section 1.3(b) of the Escrow Agreement that a special redemption of the New Notes will be made
on February 1, 2005. The Trustee shall direct the Paying Agent to redeem the New Notes at the applicable Escrow Redemption Price upon receipt of proceeds from the Escrow Account (as defined in
the Escrow Agreement) pursuant to Section 1.3(b) of the Escrow Agreement." 


 
 

ARTICLE 3    



        SECTION
3.01.    Notes and Guarantees.    



        Except
as specifically modified herein, the Indenture, the Notes 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.


        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. 


[signature page follows]  







  
 

    SIGNATURES    



        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above. 



	 	 	THE COMPANY
	

 	
 	

ESCHELON OPERATING COMPANY
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	
THE GUARANTORS
	

 	
 	

ESCHELON TELECOM, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF MINNESOTA, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF WASHINGTON, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF COLORADO, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF NEVADA, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF UTAH, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	 	 	 	 









	

 	
 	

ESCHELON TELECOM OF OREGON, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	

ESCHELON TELECOM OF ARIZONA, INC.
	

 	
 	

By:	

/s/  RICHARD A. SMITH      
 Name:  Richard A. Smith

Title:    President and Chief Executive Officer
	

 	
 	
TRUSTEE
	

 	
 	

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

as Trustee
	

 	
 	

By:	

/s/  PATRICK T. GIORDANO      
 Name:  Patrick T. Giordano

Title:    Vice President













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RECITALS

ARTICLE 1

ARTICLE 2

"ARTICLE 13

ARTICLE 3

ARTICLE 4

SIGNATURES