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”).
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,
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.
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.Nuvera Communications, Inc. • August 3rd, 2018 • 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.
PROMISSORY NOTENuvera Communications, Inc. • August 3rd, 2018 • Telephone communications (no radiotelephone) • Colorado
This note is given for one or more advances 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. Advances, 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 advances. The total of such advances may exceed the face amount of this note, but the unpaid principal balance shall not at any time exceed such face amount. 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 ra
