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”).
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.
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.
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.
CONTINUING GUARANTYContinuing Guaranty • January 7th, 2008 • New Ulm Telecom Inc • Telephone communications (no radiotelephone) • Colorado
THIS CONTINUING GUARANTY (as the same may be amended, restated, supplemented, extended or otherwise modified from time to time, this “Guaranty”) is jointly and severally made as of January 4, 2008, by each of the signatories listed on the signature pages hereto and each of the other entities 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”).
