AMENDED AND RESTATED CREDIT AGREEMENT by and among NUVERA COMMUNICATIONS, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO andCredit Agreement • June 25th, 2024 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of June 21, 2024 and is made by and among Nuvera Communications, Inc., a Minnesota corporation, as BORROWER (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties and as the Swing Line Lender (each as hereinafter defined).
CREDIT AGREEMENT by and among NUVERA COMMUNICATIONS, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO andCredit Agreement • July 20th, 2022 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of July 15, 2022 and is made by and among Nuvera Communications, Inc., a Minnesota corporation, as BORROWER (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties (each as hereinafter defined).
NEW ULM TELECOM, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2007 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Minnesota
THIS EXECUTIVE AGREEMENT (“Agreement”) is made and entered into as of the 1st day of July, 2006, by and between New Ulm Telecom, Inc. (the “Company”), and Barbara Bornhoft (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of July 15, 2022 and is made by and among Nuvera Communications, Inc., a Minnesota corporation, as BORROWER (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties and as the Swing Line Lender (each as hereinafter defined).
NUVERA COMMUNICATIONS INC. NEW ULM TELECOM, INC. 2017 OMNIBUS STOCK PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit Award Agreement • April 5th, 2023 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
Pursuant to Section 7.4 and 7.6 of the New Ulm Telecom, Inc. 2017 Omnibus Stock Plan (the "Plan"), the Board of Directors of Nuvera, Inc. (the "Company") hereby grants to the Participant Restricted Stock Units ("Units") in the common stock ("Shares") of the Company, subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (“Agreement") and the Plan. Capitalized terms not defined in the Agreement have the meaning given these terms in the Plan.
SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
THIS SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Agreement”), dated as of July 31, 2018, is between COBANK, ACB (“CoBank”) and NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”) and amends and restates in its entirety the Amended and Restated Master Loan Agreement, dated as of December 31, 2014, between CoBank and the Borrower, as it previously may have been amended (the “Prior Agreement”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 25th, 2024 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 21, 2024 (this “Agreement”), is made and entered into by Nuvera Communications, Inc., a Minnesota corporation (the “Borrower”), and each Subsidiary of the Borrower that is now or which hereafter becomes a party to the Amended and Restated Credit Agreement (as hereinafter defined) as a guarantor of the Guarantors’ Obligations described in such Amended and Restated Credit Agreement (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and, together with the Borrower, individually, a “Grantor” and, collectively, the “Grantors”), in favor of COBANK, ACB, as Administrative Agent (together with its successors from time to time, if any, in such capacity, the “Administrative Agent”) for the benefit of the banks and other financial institutions (collectively, the “Lenders”) from time to time party to the Amended and Restated Credit Agreement and for the benefit of the other Secured Partie
FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENTFirst Supplement to the Master Loan Agreement • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
This FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “First Supplement”), is entered into as of January 4, 2008, between COBANK, ACB (“CoBank”) and HUTCHINSON ACQUISITION CORP. (the “Borrower”), and supplements that certain Master Loan Agreement, dated as of even date herewith, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). Capitalized terms used and not otherwise defined in this First Supplement shall have the meanings assigned to them in the MLA. The parties hereto contemplate that immediately upon the closing of the MLA and this First Supplement, the Borrower will merge with and into Hutchinson Telephone Company (“Hutchinson I”), with Hutchinson I being the survivor of such merger and having all rights and obligations of the Borrower pursuant to the terms of the MLA and this First Supplement.
MASTER LOAN AGREEMENTMaster Loan Agreement • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Colorado
THIS MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated as provided herein from time to time, this “Agreement”), dated as of January 4, 2008, is made between COBANK, ACB (“CoBank”) and NEW ULM TELECOM, INC., a Minnesota corporation (the “Borrower”).
STAY BONUS AGREEMENTStay Bonus Agreement • August 27th, 2019 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Minnesota
This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the “Company”) and Barbara Bornhoft (the “Executive”).
SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENTSecond Supplement to the Master Loan Agreement • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
This SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Second Supplement”), is entered into as of January 4, 2008, between COBANK, ACB (“CoBank”) and HUTCHINSON ACQUISITION CORP. (the “Borrower”), and supplements that certain Master Loan Agreement, dated as of even date herewith, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). Capitalized terms used and not otherwise defined in this Second Supplement shall have the meanings assigned to them in the MLA. The parties hereto contemplate that immediately upon the closing of the MLA and this Second Supplement, the Borrower will merge with and into Hutchinson Telephone Company (“Hutchinson I”), with Hutchinson I being the survivor of such merger and having all rights and obligations of the Borrower pursuant to the terms of the MLA and this Second Supplement.
SECOND AMENDED AND RESTATED CONTINUING GUARANTYContinuing Guaranty • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
This SECOND AMENDED AND RESTATED CONTINUING GUARANTY (this “Continuing Guaranty”) is jointly and severally made and entered into as of July 31, 2018, by NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”), each of the signatories listed on the signature pages hereto as Guarantors and each of the other Persons that becomes a party hereto pursuant to Section 14 (the “Guarantors” and individually, a “Guarantor”), in favor of and for the benefit of COBANK, ACB, a federally chartered instrumentality of the United States of America (“CoBank”). This Continuing Guaranty amends and restates in its entirety that certain Amended and Restated Continuing Guaranty, dated as of December 31, 2014, made by the Borrower, Hutchinson Telephone Company, New Ulm Long Distance, Inc., New Ulm Cellular #9, Inc., New Ulm Phonery, Inc., Peoples Telephone Company, Western Telephone Company, Hutchinson Telecommunications, Inc., Hutchinson Cellular, Inc., Sleepy Eye Telephone Company, Tech Trends,
ContractInterest Rate Swap Agreement • May 12th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • New York
CoBank, ACB (“CoBank”) and New Ulm Telecom, Inc. (“Company”) have entered and/or anticipate entering into one or more transactions (each a “Swap Transaction”). The parties agree that each Swap Transaction will be governed by the terms and conditions set forth in this document (which includes the schedule attached hereto (the “Schedule”)) and in the documents (each a “Confirmation”) exchanged between the parties confirming such Swap Transactions. Each Confirmation constitutes a supplement to and forms part of this document and will be read and construed as one with this document, so that this document and all the Confirmations constitute a single agreement between the parties (collectively referred to as this “Agreement”). The parties acknowledge that all Swap Transactions are entered into in reliance on the fact that this document and all Confirmations will form a single agreement between the parties, it being understood that the parties would not otherwise enter into any Swap Transact
NUVERA COMMUNICATIONS, INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • April 5th, 2023 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
THIS AGREEMENT is made as of the Grant Date set forth above, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Company”), and the individual named above (the “Participant”), who is an employee of the Company or any of its “Affiliates” as defined in the Plan (as defined below).
NUVERA COMMUNICATIONS, INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • April 12th, 2022 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
THIS AGREEMENT is made as of the Grant Date set forth above, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Company”), and the individual named above (the “Participant”), who is an employee of the Company or any of its “Affiliates” as defined in the Plan (as defined below).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 26th, 2012 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of March 21, 2012, by and between New Ulm Telecom, Inc. (the “Company”), and Bill Otis (the “Executive”).
FOURTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
THIS FOURTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Fourth Supplement”), dated as of July 31, 2018 (the “Amendment Date”), is made between CoBANK, ACB (“CoBank”) and NUVERA COMMUNICATIONS, INC. (the “Borrower”), a Minnesota corporation, and supplements that certain Second Amended and Restated Master Loan Agreement, dated as of even date herewith, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). Capitalized terms used and not otherwise defined in this Fourth Supplement have the meanings assigned to them in the MLA.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of December 31, 2007 by and among New Ulm Telecom, Inc., a Minnesota corporation (“Parent”), Hutchinson Acquisition Corp., a Minnesota corporation and a direct wholly owned subsidiary of Parent (“Newco”), Hutchinson Telephone Company, a Minnesota corporation (the “Company”), and Walter S. Clay as Shareholder Representative.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 6th, 2015 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Colorado
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of December 31, 2014 (this “Agreement”), is made and entered into by (a) NEW ULM TELECOM, INC. (the “Borrower”), and (b) Western Telephone Company (“WTC”), Peoples Telephone Company (“PTC”), New Ulm Phonery, Inc. (“Phonery”), New Ulm Cellular #9, Inc. (“Cellular”), New Ulm Long Distance, Inc. (“Long Distance”), Hutchinson Telephone Company (“Hutchinson Telephone”), Hutchinson Cellular, Inc. (“Hutchinson Cellular”), Hutchinson Telecommunications, Inc. (“Hutchinson Telecom”), SLEEPY EYE TELEPHONE COMPANY (“Sleepy Eye”), TECH TRENDS, INC. (“Tech Trends”), NEW ULM EXCHANGE, LLC (“Exchange”) and each additional Subsidiary of the Borrower which hereafter becomes a party to the Continuing Guaranty (as hereinafter defined) as a guarantor of the Obligations described in such Continuing Guaranty (individually, a “Guarantor” and, collectively, the “Guarantors”; and, together with the Borrower, individually, a “Grantor” and, collect
SECOND AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTSAmendments to Loan Documents • September 9th, 2014 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Colorado
This SECOND AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS (this “Amendment Agreement”), dated as of September 5, 2014, is between (i) NEW ULM TELECOM, INC. (the “New Ulm”), (ii) WESTERN TELEPHONE COMPANY (“WTC”), PEOPLES TELEPHONE COMPANY (“PTC”), NEW ULM PHONERY, INC. (“Phonery”), NEW ULM CELLULAR #9, INC. (“Cellular”), NEW ULM LONG DISTANCE, INC. (“Long Distance”), HUTCHINSON TELEPHONE COMPANY (“Hutchinson Telephone”), HUTCHINSON CELLULAR, INC. (“Hutchinson Cellular”), HUTCHINSON TELECOMMUNICATIONS, INC. (“Hutchinson Telecom”) and SLEEPY EYE TELEPHONE COMPANY (“Sleepy Eye” and, together with WTC, PTC, Phonery, Cellular, Long Distance, Hutchinson Cellular, and Hutchinson Telecom, each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, together with New Ulm and Hutchinson Telephone, each a “Loan Party” and, collectively, the “Loan Parties”), and (iii) COBANK, ACB (“CoBank”).
SHAREHOLDER AGREEMENT OF HECTOR ACQUISITION CORP.Shareholder Agreement • November 13th, 2006 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Minnesota
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into effective as of November 1, 2006 (the “Effective Date”), by and among Arvig Enterprises, Inc., Blue Earth Valley Communications, Inc. and New Ulm Telecom, Inc. (the “Shareholders” and each individually, a “Shareholder”).
SECURITY AGREEMENTSecurity Agreement • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Colorado
This SECURITY AGREEMENT (as the same may be amended, modified, supplemented, extended or restated as provided herein from time to time, this “Security Agreement”) is made and entered into as of January 4, 2008, by NEW ULM TELECOM, INC., a Minnesota corporation (the “Debtor”), having its place of business (or chief executive office if more than one place of business) located at 27 North Minnesota Street, New Ulm, Minnesota 56073, whose taxpayer identification number is 41-0440990 and whose state organizational number is 26587-AA, in favor of COBANK, ACB (the “Secured Party”), whose mailing address is 5500 South Quebec Street, Greenwood Village, Colorado 80111 and whose taxpayer identification number is 84-1286705. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreements (as defined in Section 2 of this Security Agreement).
THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENTThird Supplement to the Master Loan Agreement • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
This THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Third Supplement”), is entered into as of January 4, 2008, between COBANK, ACB (“CoBank”) and HUTCHINSON ACQUISITION CORP. (the “Borrower”), and supplements that certain Master Loan Agreement, dated as of even date herewith, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). Capitalized terms used and not otherwise defined in this Third Supplement shall have the meanings assigned to them in the MLA. The parties hereto contemplate that immediately upon the closing of the MLA and this Third Supplement, the Borrower will merge with and into Hutchinson Telephone Company (“Hutchinson I”), with Hutchinson I being the survivor of such merger and having all rights and obligations of the Borrower pursuant to the terms of the MLA and this Third Supplement.
September 14, 2009Waiver, Release and Amendment • November 9th, 2009 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
Reference is made to the Master Loan Agreement, dated as of January 4, 2008, by and between New Ulm Telecom, Inc. (“New Ulm”) and CoBank, ACB, (“CoBank”) (as the same may be amended, modified, supplemented, extended or restated from time to time, the “New Ulm MLA”), as supplemented by that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between New Ulm and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “New Ulm First Supplement”) and by that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between New Ulm and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “New Ulm Second Supplement”; the New Ulm MLA as supplemented by the New Ulm First Supplement and the New Ulm Second Supplement, collectively, the “New Ulm Loan Agreement”).
AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENTThird Supplement to the Amended and Restated Master Loan Agreement • January 6th, 2015 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
THIS AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Third Supplement”), dated as of December 31, 2014 (the “Amendment Date”), is made between CoBANK, ACB (“CoBank”) and NEW ULM TELECOM, INC. (the “Borrower”), a Minnesota corporation, and supplements that certain Amended and Restated Master Loan Agreement, dated as of even date herewith, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). This Third Supplement amends and restates in their entirety each of (a) that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008 and designated as Loan No. ML RX0583-T1, between CoBank and the Borrower, providing for a term loan in the amount of $15,000,000 (as amended, modified, supplemented, extended or restated from time to time, the “New Ulm First
AGREEMENT AND PLAN OF MERGER BY AND AMONG NEW ULM TELECOM, INC., HUTCHINSON ACQUISITION CORP. AND HUTCHINSON TELEPHONE COMPANY August 3, 2007Merger Agreement • August 9th, 2007 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Minnesota
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated August 3, 2007, by and among New Ulm Telecom, Inc. (“Parent”), Hutchinson Acquisition Corp., a Minnesota corporation and a direct wholly owned subsidiary of Parent (“Newco”), and Hutchinson Telephone Company, a Minnesota corporation (the “Company”).
NEW ULM TELECOM, INC. COBANK, ACB AMENDMENT TO THE MASTER LOAN AGREEMENTMaster Loan Agreement • August 14th, 2012 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
Reference is made to the Master Loan Agreement (as amended by that certain letter agreement, dated March 27, 2009, by that certain letter agreement, dated September 14, 2009, and by that certain letter agreement, dated March 25, 2011, and as the same may be further amended, modified, supplemented, extended or restated from time to time, the “MLA”), dated as of January 4, 2008, by and between New Ulm Telecom, Inc. (the “Borrower”) and CoBank, ACB, (“CoBank”), as supplemented by that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “First Supplement”) and by that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “Second Supplement”; the MLA, as supplemented by the First Supplement an
November 30, 2015Waiver and Consent • March 15th, 2016 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
Re: Waiver & AmendmentMaster Loan Agreement • May 8th, 2009 • New Ulm Telecom Inc • Telephone communications (no radiotelephone)
Reference is made to the Master Loan Agreement (as amended, modified, supplemented, extended or restated from time to time, the “MLA”), dated as of January 4, 2008, by and between New Ulm Telecom, Inc. (the “Borrower”) and CoBank, ACB, (“CoBank”), as supplemented by that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “First Supplement”) and by that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “Second Supplement”; the MLA, as supplemented by the First Supplement and the Second Supplement, the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement.
AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTSAgreement Regarding Amendments to Loan Documents • March 22nd, 2022 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
This AGREEMENT REGARDING AMENDMENTS TO LOANDOCUMENTS (this “Amendment Agreement”), dated as of March 16, 2022, is among (i)NUVERA COMMUNICATIONS, INC. (the “Borrower”), (ii) WESTERN TELEPHONE COMPANY (“WTC”), PEOPLES TELEPHONE COMPANY(“PTC”), HUTCHINSON TELEPHONE COMPANY (“Hutchinson Telephone”), HUTCHINSON CELLULAR, INC. (“HutchinsonCellular”),HUTCHINSON TELECOMMUNICATIONS, INC. (“Hutchinson Telecom”),SLEEPY EYE TELEPHONE COMPANY (“Sleepy Eye”), TECH TRENDS, INC. (“Tech”), SCOTT-RICE TELEPHONE CO.(“Scott-Rice” and, together with WTC, PTC, Hutchinson Telephone, HutchinsonCellular, Hutchinson Telecom, Sleepy Eye, and Tech, each a “SubsidiaryGuarantor” and, collectively, the “SubsidiaryGuarantors”; the Subsidiary Guarantors, together with the Borrower, each a “LoanParty” and, collectively, the “LoanParties”), and (iii) COBANK, ACB (“CoBank”).
FIFTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
THIS FIFTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Fifth Supplement”), dated as of December 31, 2014 (the “Amendment Date”), is made between COBANK, ACB (“CoBank”) and NUVERA COMMUNICATIONS, INC. (the “Borrower”), a Minnesota corporation, and supplements that certain Second Amended and Restated Master Loan Agreement, dated as of the date hereof, between CoBank and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”). Capitalized terms used and not otherwise defined in this Second Supplement shall have the meanings assigned to them in the MLA.
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 2018 (this “Agreement”), is made and entered into by (a) NUVERA COMMUNICATIONS, INC. (the “Borrower”), (b) WESTERN TELEPHONE COMPANY (“WTC”), PEOPLES TELEPHONE COMPANY (“PTC”), HUTCHINSON TELEPHONE COMPANY (“Hutchinson Telephone”), HUTCHINSON CELLULAR, INC. (“Hutchinson Cellular”), HUTCHINSON TELECOMMUNICATIONS, INC. (“Hutchinson Telecom”), SLEEPY EYE TELEPHONE COMPANY (“Sleepy Eye”), TECH TRENDS, INC. (“Tech Trends”), SCOTT-RICE TELEPHONE CO. (“SRT”) and each additional Subsidiary of the Borrower which hereafter becomes a party to the Continuing Guaranty (as hereinafter defined) as a guarantor of the Obligations described in such Continuing Guaranty (individually, a “Guarantor” and, collectively, the “Guarantors”; and, together with the Borrower, individually, a “Grantor” and, collectively, the “Grantors”), in favor of COBANK, ACB (“CoBank”). This Agreement amends and restates in its entirety that cer
PROMISSORY NOTE (TERM) NUVERA COMMUNICATIONS, INC.Promissory Note • August 3rd, 2018 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Colorado
This note is given for the loan to be made by the Payee to the undersigned pursuant to the Loan Agreement, all of the terms and provisions of which (including, without limitation, provisions regarding acceleration of the maturity hereof and application of default interest and of a surcharge to payments hereunder) are hereby incorporated by reference. Accrued interest and payments shall be posted by the Payee upon an appropriate accounting record, which record (and all computer printouts thereof) shall constitute prima facie evidence of the outstanding principal and interest on the loan. Any amount of principal hereof which is not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest from the date when due until said principal amount is paid in full, payable on demand, at a rate per annum set forth in Section 11(D) of the MLA.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 27th, 2019 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone) • Minnesota
This Change in Control Agreement (“Agreement”) is made and entered as of August 27, 2019 (the “Effective Date”) by and among Nuvera Communications, Inc. (the “Company”), a Minnesota corporation and Glenn Zerbe (“you”).
February 11, 2022Master Loan Agreement • March 2nd, 2022 • Nuvera Communications, Inc. • Telephone communications (no radiotelephone)
Reference is made to that certain Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Borrower”) and CoBank, ACB, (“CoBank”) (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “MLA”) as supplemented by that certain Fourth Supplement to the Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018 (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “Fourth Supplement”) and by that certain Fifth Supplement to the Second Amended Restated Master Loan Agreement, dated as of July 31, 2018 (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “Fifth Supplement”; the MLA as supplemented by the Fourth Supplement and the Fifth Supplement, and as the same may be further amended, restate
