September 14, 2009

EXHIBIT 10.1

September 14, 2009

New Ulm Telecom, Inc.
Xxxxxxxxxx Telephone Company
000 Xxxxxx Xxxxxx Xxxxx
X.X. Xxx 000
Xxx Xxx, Xxxxxxxxx 00000-0000

Xxxxx X. Xxxxx
Xxxxxxxxx & Xxxxxx, P.L.L.P
4200 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000


	Re:	Waiver, Release and Amendment

Ladies and Gentlemen:

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”).

Reference is further made to the Master Loan Agreement, dated as of January 4, 2008, by and between Xxxxxxxxxx Acquisition Corp. (“Xxxxxxxxxx Acquisition”) and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Xxxxxxxxxx MLA”), as supplemented by that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between Xxxxxxxxxx and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Xxxxxxxxxx First Supplement”), by that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between Xxxxxxxxxx and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Xxxxxxxxxx Second Supplement”) and by that certain Third Supplement to the Master Loan Agreement, dated as of January 4, 2008, by and between Xxxxxxxxxx and CoBank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Xxxxxxxxxx Third Supplement”; the Xxxxxxxxxx MLA as supplemented by the Xxxxxxxxxx First Supplement, the Xxxxxxxxxx Second Supplement and the Xxxxxxxxxx Third Supplement, collectively, the “Xxxxxxxxxx Loan Agreement”; and together with the New Ulm Loan Agreement, the “Loan Agreements”). Immediately upon the closing of the Xxxxxxxxxx Loan Agreement, Xxxxxxxxxx Acquisition merged with and into Xxxxxxxxxx Telephone Company (“Xxxxxxxxxx Telephone”; and together with New Ulm, the “Borrowers”), with Xxxxxxxxxx Telephone being the survivor of such merger and having all rights and obligations of Xxxxxxxxxx Acquisition pursuant to the terms of the Xxxxxxxxxx Loan Agreement.

Reference is also made to that certain letter agreement regarding consent and waiver, dated as of March 17, 2009, by and among CoBank, the Borrowers and the Guarantors (as the same may be amended, modified, supplemented, extended or restated from time to time, the “March Letter Agreement”).

Capitalized terms used and not otherwise defined in this letter agreement shall have the meanings assigned to them in the Loan Agreements.

Waiver

Pursuant to Subsection 9(E) of the New Ulm First Supplement and Subsection 9(E) of the Xxxxxxxxxx First Supplement, as modified by the March Letter Agreement, New Ulm and Xxxxxxxxxx Telephone, respectively, must deliver or cause to be delivered to CoBank, on or before December 31, 2009, a membership interest pledge agreement by which Xxxxxxxxxx Cellular, Inc. would grant to CoBank a first-priority security interest in all of its then-owned and thereafter-acquired ownership interest in SHAL, LLC (the “SHAL Pledge”). The Borrowers have advised CoBank that Xxxxxxxxxx Cellular, Inc. intends to sell its ownership interest in SHAL, LLC, and have requested that CoBank waive the SHAL Pledge. In reliance on the representations and warranties of the Loan Parties in this letter agreement and in connection with the request for such waiver, and subject to the effectiveness of this letter agreement as described below, CoBank hereby waives the SHAL Pledge.

Release

The Borrowers have advised CoBank that Xxxxxxxxxx Cellular, Inc. intends to sell its ownership interest in SHAL, LLC and SHAL Network, Inc., Direct Communications, LLC and Xxxxxxxxxx Telephone intends to sell its ownership interest in En-Tel Communications, LLC. The Borrowers have requested that, to the extent CoBank has a lien upon and security interest in the ownership interests of SHAL, LLC, SHAL Network, Inc., Direct Communications, LLC and En-Tel Communications, LLC, CoBank release such lien and security interest.

In reliance on the representations and warranties of the Loan Parties in this letter agreement and in connection with the request for such release, and subject to the effectiveness of this letter agreement as described below, to the extent CoBank has a lien upon and security interest in the ownership interests of SHAL, LLC, SHAL Network, Inc., Direct Communications, LLC and En-Tel Communications, LLC, CoBank hereby releases such lien and security interest.

Amendment

Upon the effectiveness of this letter agreement, Schedules 7(S) and 9(F) of the Loan Agreements will be deemed amended to delete therefrom (i) the ownership interests of SHAL, LLC, SHAL Network, Inc. and En-Tel Communications, LLC, and Direct Communications LLC and (ii) any guaranty by any Loan Party on behalf of any of SHAL, LLC, SHAL Network, Inc. or En-Tel Communications, LLC.

Upon the effectiveness of this letter agreement, clause (iii) of Subsection 9(E) shall be amended and restated to read as follows:

(iii) those Investments described in clauses (iii) through (iv) of Subsection 9(F), which are marketable, for fair market value;

General

Except as expressly provided by this letter agreement, the terms and provisions of the Loan Agreements and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. The waiver, release and amendment provided herein are to be effective only upon receipt by CoBank of an execution counterpart of this letter agreement signed by each of the Loan Parties, and such waiver, release and amendment are conditioned upon the correctness of all representations and warranties made by the Loan Parties in this letter agreement and as provided to CoBank in connection with the request for such waiver, release and amendment. The waiver, release and amendment contained herein shall not constitute a course of dealing between any of the Loan Parties and CoBank and, except as expressly set forth herein, shall not constitute a waiver, extension or forbearance of any Potential Default or Event of Default, now or hereafter arising, or an amendment of any provision of the Loan Agreements or the other Loan Documents. The Loan Parties agree to pay to CoBank, on demand, in immediately available funds, all out-of-pocket costs and expenses incurred by CoBank, including, without limitation, the reasonable fees and expenses of counsel retained by CoBank, in connection with the negotiation, preparation, execution and delivery of this letter agreement and all other instruments and documents contemplated hereby. This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Loan Agreements and may be executed in multiple counterparts.

Reaffirmation

By its execution hereof, each of the Guarantors hereby consents and agrees to the terms and provisions of this letter agreement and consents and agrees that the Guaranty, Guarantor Security Agreement, and all other Loan Documents executed by such Guarantor (or its predecessor) remain in full force and effect and continue to be the legal, valid and binding obligation of it, enforceable against it, in accordance with the terms thereof.

[Signatures begin on next page.]

Please evidence your acknowledgment of receipt of the foregoing and your agreement by executing this letter agreement in the place indicated below and returning it to CoBank.


	Sincerely,

	COBANK, ACB

	By:	/s/ Xxxxx Xxx
	Name: Xxxxx Xxx
	Title: Vice President

Acknowledged and agreed to:

NEW ULM TELECOM, INC.,
as a Borrower and a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

XXXXXXXXXX TELEPHONE COMPANY,
as successor by merger to Xxxxxxxxxx Acquisition
Corp., as a Borrower and a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

NEW ULM LONG DISTANCE, INC.,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

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NEW ULM CELLULAR #9, INC.,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

NEW ULM PHONERY, INC.,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

PEOPLES TELEPHONE COMPANY,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

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WESTERN TELEPHONE COMPANY,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

XXXXXXXXXX TELECOMMUNICATIONS, INC.,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

XXXXXXXXXX CELLULAR, INC.,
as a Guarantor


By:	/s/ Xxxxx Xxxxxxxxxxxx


	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Chief Financial Officer

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