ESCHELON OPERATING COMPANY 83/8% Senior Second Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2004 • Eschelon Telecom Inc • Telephone communications (no radiotelephone) • New York
Eschelon Operating Company, a Minnesota corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. and Wachovia Capital Markets, LLC (the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement, dated March 10, 2004, by and among the Company, the Initial Purchasers and the guarantors named therein (the "Purchase Agreement"), $100,000,000 aggregate principal amount at maturity of 83/8% Senior Second Secured Notes due 2010 issued by the Company (each, together with the related guarantees, a "Note" and collectively, the "Notes"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
INDENTURE, Dated as March 17, 2004 AMONG ESCHELON OPERATING COMPANY, as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee 83/8% Senior Second Secured Notes due 2010Indenture • April 13th, 2004 • Eschelon Telecom Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of March 17, 2004, among Eschelon Operating Company, a Minnesota corporation (the "Company"), the Guarantors (as herein defined) and The Bank of New York Trust Company, N.A., as Trustee (in such capacity, the "Trustee") and Collateral Agent (in such capacity, the "Collateral Agent").
ESCHELON OPERATING COMPANY 83/8% Senior Second Secured Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • April 13th, 2004 • Eschelon Telecom Inc • Telephone communications (no radiotelephone) • New York
Eschelon Operating Company, a Minnesota corporation (the "Company"), and the guarantors signatory hereto (the "Guarantors"), jointly and severally, hereby agree (this "Agreement") with you as follows:
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 13th, 2004 • Eschelon Telecom Inc • Telephone communications (no radiotelephone)
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;
SECURITY AGREEMENTSecurity Agreement • April 13th, 2004 • Eschelon Telecom Inc • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Security Agreement"), is made by ESCHELON OPERATING COMPANY, a Minnesota corporation (the "Issuer"), ESCHELON TELECOM, INC. (the "Parent"), a Delaware corporation, and each Subsidiary (such capitalized term and other terms used in this Security Agreement to have meanings set forth in Article I) of the Parent (other than the Issuer) from time to time party to this Security Agreement (the "Subsidiary Grantors" and, collectively with the Issuer and the Parent, the "Grantors"), in favor of THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as trustee and collateral agent (together with any successor(s) thereto in such capacity, the "Collateral Agent") for the benefit of the Trustee and the Holders.
