Exhibit 10.1 to New Ulm Telecom, Inc. Form 10-Q for quarterly period ended 3-31-2009






EXHIBIT 10.1





March 27, 2009


New Ulm Telecom, Inc.

400 Second Street North

P.O. Box 697

New Ulm, Minnesota 56073-0697


James T. Sanft

Lindquist & Vennum, P.L.L.P

4200 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402


	
 

	
 

	
 


	
Re:

	
 

	
Waiver & Amendment





Ladies and Gentlemen:


          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. 


Waiver


          Pursuant
to Subsection 8(I)(3) of the MLA, the Borrower is required to maintain at all
times, measured and reported on a consolidated basis as of the last day of each
fiscal quarter, an Equity to Total Assets Ratio greater than 40%. For the
fiscal quarter ended December 31, 2008, the Borrower had an Equity to Total
Assets Ratio of 39.59% (the “Equity Ratio
Default”). 


          The
Loan Parties have requested that CoBank waive the Equity Ratio Default. 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 Equity Ratio Default.


Amendment


          By this
letter agreement, the table contained in Subsection 8(I)(1) of the MLA is
deleted in its entirety and replaced with the following:


1








	
 

	
 

	
 


	
Period


	
 

	
Total Leverage Ratio



	
March 31,
 2008 through December 31, 2010

	
 

	
4.25:1.00


	
 


	
January 1,
 2011 through December 31, 2011

	
 

	
4.00:1.00


	
 


	
January 1,
 2012 through December 31, 2012

	
 

	
3.75:1.00


	
 


	
January 1,
 2013 and thereafter

	
 

	
3.50:1.00





General


          Except
as expressly provided by this letter agreement, the terms and provisions of the
Loan Agreement and the other Loan Documents are hereby ratified and confirmed
and shall continue in full force and effect. The waiver 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 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 and amendment. The waiver 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 Agreement 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 Agreement
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
Continuing Guaranty executed by such Guarantor remains in full force and effect
and continues to be the legal, valid and binding obligation of it, enforceable
against it, in accordance with the terms thereof. 


          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/
 Roger Opp


	
 

	
 

	
Name:

	
Roger Opp


	
 

	
 

	
Title:

	
Vice
 President





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Acknowledged
 and agreed to:


	
 


	
NEW ULM TELECOM, INC., 


	
as the Borrower 


	
 


	
By:

	
   /s/ Nancy Blankenhagen


	
 

	
Nancy
 Blankenhagen


	
 

	
Chief
 Financial Officer


	
 

	
 


	
HUTCHINSON TELEPHONE COMPANY, 


	
as successor by merger to Hutchinson Acquisition 


	
Corp., as a Guarantor


	
 


	
By:

	
   /s/ Nancy Blankenhagen


	
 

	
Nancy
 Blankenhagen


	
 

	
Chief
 Financial Officer


	
 

	
 


	
NEW ULM LONG DISTANCE, INC.;


	
NEW ULM CELLULAR #9, INC.;


	
NEW ULM PHONERY, INC.; 


	
PEOPLES TELEPHONE COMPANY;


	
WESTERN TELEPHONE COMPANY;


	
HUTCHINSON TELECOMMUNICATIONS, INC. and


	
HUTCHINSON CELLULAR, INC.,


	
each as a Guarantor


	
 

	
 


	
By:

	
   /s/ Nancy Blankenhagen


	
 

	
Nancy
 Blankenhagen


	
 

	
Chief
 Financial Officer





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