Exhibit 4.18


 


REDEMPTION AGREEMENT


 


THIS REDEMPTION AGREEMENT is made and entered into as of October 13, 2004 by and between NTFC
Capital Corporation, a Delaware corporation (the “Stockholder”)
and Eschelon Telecom, Inc. (the “Company”).


 


WHEREAS, the Stockholder,
the record and beneficial owner of 6,780,541 shares of the Company’s Series A
Preferred Stock, par value $0.01 per share (the “Shares”),
desires to sell to the Company, and the Company desires to purchase, the Shares
on the terms and conditions set forth hereinbelow;


 


WHEREAS, the
Company and an affiliate of the Stockholder have, concurrently with the
execution and delivery hereof, entered into a Stock Purchase Agreement pursuant
to which the Company is acquiring all of the issued and outstanding capital
stock of an affiliate of the Stockholder (the “Stock
Purchase Agreement”).


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants, representation and
warranties contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Stockholder and
the Company hereby agree as follows:


 


1.             The purchase price for the Shares is
$5,085,405.75 (the “Purchase Price”), which
amount shall be delivered by the Company to the Stockholder in immediately
available funds at the closing of the transactions contemplated herein which
shall occur concurrent with the closing of the transactions described in the
Stock Purchase Agreement (the “Closing”).


 


2.             At the Closing, the Stockholder agrees to sell,
convey, transfer, assign and deliver to the Company the Shares against the
Company’s payment to the Seller of the Purchase Price in immediately available
funds.  At the Closing, Seller shall
deliver stock certificates representing the Shares, duly endorsed to the
Company or accompanied by stock powers duly executed in blank or other duly
executed instruments of transfer, and any other documents that are reasonably
necessary to transfer to the Company good and marketable title to the Shares,
free and clear of any and all Security Interests (as defined below).


 


3.             The Stockholder represents and warrants to the
Company that it is the record and beneficial owner of the Shares, free and
clear of any and all Security Interests (as defined below) and, at Closing, the
Seller will transfer to the Company good and valid title to the Shares, free
and clear of any and all Security Interests. 
As used herein, the term “Security Interests”
shall mean any mortgage, pledge, security interest, encumbrance, charge, lien,
security interest, right of first refusal, option or other right to acquire,
transfer for security, claim, easement, conditional sale agreement, title
retention agreement, defect in title, or other interest, encumbrance or adverse
claim of any nature in respect of the Shares, whether voluntary or involuntary
and whether arising by contract, operation of law or otherwise.


 





















 


4.             Each of the Stockholder and the Company has full
legal power, authority and capacity to execute, deliver and perform this Agreement.  This Agreement has been duly and validly
executed and delivered by each of the Stockholder and the Company and
constitutes a valid and binding obligation enforceable by and against each of
them in accordance with its terms.


 


5.             The Stockholder has had the opportunity to ask
questions of, and receive answers from, officers of the Company with respect to
the business and financial condition of the Company and to obtain information
necessary to verify such information. 
The Stockholder has conducted an independent evaluation and made an
independent analysis as the Stockholder deems necessary, prudent or advisable
in order to make the determination and decision to enter into this Agreement,
sell the Shares hereunder and consummate the transactions contemplated hereby.


 


6.             If, at any time after the Closing, any further
action is necessary or desirable to carry out the purposes of this Agreement
and to vest the Company with full right, title and possession to the Shares,
the Seller agrees to take, and will take, all such lawful and necessary action
required to so do.


 


7.             This agreement shall automatically terminate upon
termination of the Stock Purchase Agreement.


 


 


[signatures on next page]


 





















 


IN WITNESS WHEREOF, the undersigned have executed and delivered this
Redemption Agreement as of the date first written above.


 


	
   

  	
  NTFC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Stephen Hacela

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
    Stephen
  Hacela

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
    President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESCHELON TELECOM, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Richard A. Smith

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
    Richard A. Smith

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
    President and CEO