Exhibit 4.1


 


FORM OF SUPPLEMENTAL INDENTURE


 


 


 


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 28, 2006


 


83/8% Senior
Second Secured Notes due 2010


 

















 


SUPPLEMENTAL INDENTURE, dated as of March 28,
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), (4) and (9) 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
first paragraph of Section 2.01 of the Indenture is replaced with the
following paragraph: “The Initial Notes and the Additional Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the
form of Exhibit A hereto (provided that Additional Notes issued pursuant
to an effective registration statement under the Securities Act and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit
B hereto). The Exchange Notes and the Trustee’s certificate of
authentication thereon shall be substantially in the form of Exhibit B
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or Depository rule or usage. The Company shall approve the
form of the Notes and any notation, legend or endorsement on them. Each Note
shall be dated the date of its authentication.”


 


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


 


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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]


 


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