ESCHELON OPERATING COMPANY 83/8% Senior Second Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone) • New York
Eschelon Operating Company, a Minnesota corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement, dated November 19, 2004, by and among the Company, the Initial Purchaser and the guarantors named therein (the "Purchase Agreement"), $65,000,000 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 Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
ESCHELON OPERATING COMPANY 83/8% Senior Second Secured Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • January 26th, 2005 • Eschelon Telecom of California, 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:
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 January 20, 2005 83/8% Senior Second Secured Notes due 2010Supplemental Indenture • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of January 20, 2005, among Eschelon Operating Company (the "Issuer"), the Initial Guarantors (as defined herein), Advanced TelCom, Inc., a Delaware corporation ("ATI"), Shared Communications Systems, Inc., an Oregon corporation ("SCS" and, together with ATI, the "Additional Guarantors"), and The Bank of New York Trust Company, N.A., as Trustee.
ASSET PURCHASE AGREEMENT BY AND BETWEEN GE BUSINESS PRODUCTIVITY SOLUTIONS, INC. AND ESCHELON TELECOM, INC. October 13, 2004Asset Purchase Agreement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone) • New York
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of October 13, 2004 by and between GE Business Productivity Solutions, Inc., a Georgia corporation ("GEBPS", and also referred to herein as the "Seller") and Eschelon Telecom, Inc., a Delaware corporation (the "Purchaser").
STOCK PURCHASE AGREEMENT BY AND BETWEEN ADVANCED TELCOM GROUP, INC. AND ESCHELON TELECOM, INC. October 13, 2004Stock Purchase Agreement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone) • New York
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of October 13, 2004 by and between Advanced TelCom Group, Inc., a Delaware corporation (the "Seller"), and Eschelon Telecom, Inc., a Delaware corporation (the "Purchaser").
ContractSupplement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone)
THIS SUPPLEMENT, dated as of January 20, 2005, (this "Supplement"), is to the Security Agreement, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Security Agreement"), among the Grantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth or incorporated by reference in Article I of the Security Agreement) from time to time party thereto, in favor of The Bank of New York Trust Company, N.A., in its capacity as the First Priority Agent.
ContractSupplement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone)
THIS SUPPLEMENT, dated as of December 31, 2004, (this "Supplement"), is to the Security Agreement, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Security Agreement"), among the Grantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth or incorporated by reference in Article I of the Security Agreement) from time to time party thereto, in favor of The Bank of New York Trust Company, N.A., in its capacity as the First Priority Agent.
ContractSupplement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone)
THIS SUPPLEMENT, dated as of January 20, 2005, (this "Supplement"), is to the Security Agreement, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Security Agreement"), among the Grantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth or incorporated by reference in Article I of the Security Agreement) from time to time party thereto, in favor of The Bank of New York Trust Company, N.A., in its capacity as the First Priority Agent.
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 December 31, 2004 83/8% Senior Second Secured Notes due 2010Supplemental Indenture • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of December 31, 2004, among Eschelon Operating Company (the "Issuer"), the Initial Guarantors (as defined herein), Eschelon Telecom of California, Inc., a Minnesota corporation ("ECI"), Business Productivity Solutions, Inc., a Minnesota corporation ("BPSI" and, together with ECI, the "Additional Guarantors"), and The Bank of New York Trust Company, N.A., as Trustee.
REDEMPTION AGREEMENTRedemption Agreement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone)
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").
ContractSupplement • January 26th, 2005 • Eschelon Telecom of California, Inc. • Telephone communications (no radiotelephone)
THIS SUPPLEMENT, dated as of December 31, 2004, (this "Supplement"), is to the Security Agreement, dated as of March 17, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Security Agreement"), among the Grantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth or incorporated by reference in Article I of the Security Agreement) from time to time party thereto, in favor of The Bank of New York Trust Company, N.A., in its capacity as the First Priority Agent.
