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EXHIBIT 4.4    
    


 
  TRADEMARK SECURITY AGREEMENT    
    


        This TRADEMARK SECURITY AGREEMENT, dated as of March 17, 2004 (this "Agreement") is made between ESCHELON OPERATING COMPANY, a
Minnesota corporation (the "Issuer"), ESCHELON TELECOM, INC. (the "Parent"), a Delaware corporation (collectively with the Issuer, the
"Grantors"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent (together with any successor(s) thereto in such capacity, the "Collateral
Agent") for itself, the Trustee and each of the Holders; 


 
 

W I T N E  S S E T H:  
    


        WHEREAS, the Grantor has entered into an Indenture, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the "Indenture") with The Bank of New York Trust Company, N.A., as Trustee (in such capacity, the "Trustee") pursuant to which
it is issuing, as of the date hereof 83/8% Senior Second Secured Notes due 2010 in the original aggregate principal amount of $100,000,000 (collectively, and together with any
additional notes issued under such Indenture, the "Notes"); 


        WHEREAS,
in connection with the Indenture, the Grantor has executed and delivered an Security Agreement dated as of March 17, 2004 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the "Security Agreement"); 


        WHEREAS,
pursuant to Section 4.7 of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to grant to the Collateral Agent a continuing
security interest in all Trademark Collateral (as described below) to secure the Second Priority Claims; and 


        WHEREAS
pursuant to the terms of the Indenture and subject to the terms of the Intercreditor Agreement, the Collateral Agent has agreed to accept the pledge and assignment and the grant
of a security interest under this Agreement as security for the Second Priority Claims. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Trustee to enter into the Indenture and to
induce potential purchasers to purchase the Notes, the Grantor agrees with the Collateral Agent for the benefit of itself, the Trustee and each Holder as follows: 


        SECTION
1.    Definitions.    Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided (or incorporated by reference) in the Security Agreement. 


        SECTION
2.    Grant of Security Interest.    For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure all of its Second Priority Claims, the Grantor hereby mortgages, pledges and hypothecates to the Collateral Agent, and grants to the
Collateral Agent a security interest in, for its benefit and the benefit of the Trustee and each Holder, all of the following property (the "Trademark Collateral"),
whether now owned or hereafter existing or acquired by it: 



        (a)   (i) all
of its trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification
marks, collective marks, logos and other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature
covered in clause (c) below, now existing or hereafter adopted or acquired in the United States, including those referred to in Item A
of Schedule I attached hereto, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether
pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America
or any State thereof, and all common-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing (collectively referred
to as the "Trademark"); 







        (b)   all
Trademark licenses for the grant by or to the Grantor of any right to use any Trademark, including each Trademark license referred to in Item
B of Schedule I attached hereto; 


        (c)   all
of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a)and, to the extent
applicable, clause (b); 


        (d)   the
right to sue third parties for past, present and future infringements of any Trademark Collateral described in clause (a) and, to
the extent applicable, clause (b); and 


        (e)   all
proceeds of, and rights associated with, the foregoing, including any claim by the Grantor against third parties for past, present or future infringement or dilution
of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license and
all rights corresponding thereto throughout the world. 




        SECTION
3.    Security Agreement.    This Agreement has been executed and delivered by
the Grantor for the purpose of registering the security interest of the Collateral Agent in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted
hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Collateral Agent for its benefit and the benefit of each Holder under the Security Agreement.
The Security Agreement (and all rights and remedies of the Collateral Agent and each Holder thereunder) shall remain in full force and effect in accordance with its terms. 


        SECTION
4.    Release of Security Interest.    The security interests granted hereunder
in any Collateral shall automatically be released in the manner, at the times and to the extent specified in Section 7.10 of the Security Agreement. In addition, upon the Discharge of Second
Priority Claims, the security interests granted hereunder shall automatically terminate. Upon any such release or termination, the Collateral Agent will, at the Grantor's sole expense, deliver to the
Grantor, without any representations, warranties or recourse of any kind whatsoever, all Collateral held by the Collateral Agent hereunder in which the security interest granted hereunder is released
or terminated, and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release or termination. 


        SECTION
5.    Acknowledgment.    The Grantor does hereby further acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 


        SECTION
6.    Relationship with Intercreditor Agreement.    Notwithstanding anything
herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject
to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern. 


        SECTION
7.    Counterparts.    This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 


[THE REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK.]  






        IN WITNESS WHEREOF, each of the parties hereto has caused this Trademark Security Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written. 



	

 	

 	

 
	 	ESCHELON OPERATING COMPANY
	

 	

By	

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

Title:    President
	

 	

 	

 
	

 	

ESCHELON TELECOM, INC.
	

 	

By	

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

Title:    President and Chief Executive Officer
	

 	

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent
	

 	

By	

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

Title:    Vice President







 
 

SCHEDULE 1
  to Trademark Security Agreement    



Item A. Trademarks  



	Registered Trademarks

	Trademark
 
	 	Registration Owner
	 	Registration No.
	 	Registration Date

	Eschelon Telecom, Inc. with design	 	Eschelon Telecom, Inc.	 	2,640,426	 	10/22/2002
	

Eschelon Telecom	
 	

Eschelon Telecom, Inc.	
 	

2,605,529	
 	

08/06/2002





	  

Pending Trademark Applications

	Applicant
 
	 	Service Mark
	 	Serial No.
	 	Date Filed
	 	Status

	Eschelon Telecom, Inc.	 	Eschelon Telecom	 	76/049,873	 	Application filed on May 16, 2000	 	Notice of Acceptance issued September 17, 2002
	

Eschelon Telecom	
 	

Eschelon with design	
 	

76/049,874	
 	

Application filed on May 16, 2000	
 	

Notice of Allowance issued February 19, 2002





	  

Trademark Applications in Preparation

	Trademark
 
	 	Docket No.
	 	Expected Filing

Date
	 	Products/ Services

	None.





Item B. Trademark Licenses  



	Trademark
 
	 	Licensor
	 	Licensee
	 	Effective Date
	 	Expiration Date

	 	 	None.	 	 	 	 	 	 











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EXHIBIT 4.4


TRADEMARK SECURITY AGREEMENT

W I T N E S S E T H


SCHEDULE 1 to Trademark Security Agreement