EXHIBIT 10.24


NEW ULM TELECOM, INC.
COBANK, ACB AMENDMENT TO THE MASTER LOAN
AGREEMENT




May 2, 2012


New Ulm
Telecom, Inc. 

400 Second Street North

P.O. Box 697

New Ulm, MN 56073-0697


James T. Sanft

Lindquist & Vennum, P.L.L.P

4200 IDS Center

80 South Eighth Street 

Minneapolis, Minnesota 55402


Re: Amendment


Ladies and
Gentlemen:


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 and the Second Supplement, the “Loan
Agreement”). Capitalized terms used but not defined herein have
the meanings assigned to them in the Loan Agreement. 


Amendment


Effective upon the effectiveness of this letter agreement, Section
9(D)(v) of the Loan Agreement is hereby amended and restated in its entirety as
follows:


	
  

 	
  

 
	
  

 	
 (v) issue any additional capital stock or ownership interests, except
 that the Borrower may issue up to 200,000 shares of common stock to its
 non-employee directors pursuant to that certain New Ulm Telecom, Inc.
 Director Stock Plan delivered to the shareholders of the Borrower as Appendix
 A to that certain Notice of Annual Meeting of Shareholders to be held on
 Thursday, May 31, 2012.

 


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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
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 amendment is conditioned upon the correctness of all
representations and warranties made by the Loan Parties in this letter
agreement and is provided to CoBank in connection with the request for such
amendment. The 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/
 Nicholas Heslip



 	
  

 
	
  

 	
 Name:
    Nicholas Heslip

 	
  

 
	
  

 	
 Title:      Vice
 President 

 	
  

 


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Acknowledged
and agreed to:


NEW ULM TELECOM, INC., 
as the Borrower


	
  

 	
  

 	
  

 
	
 By: 

 	
  /s/ Bill
 Otis



 	
  

 
	
 Bill Otis

 	
  

 
	
 Chief
 Executive Officer

 



HUTCHINSON TELEPHONE COMPANY, 
as successor by merger to Hutchinson Acquisition 

Corp., as a Guarantor


	
  

 	
  

 	
  

 
	
 By: 

 	
  /s/ Bill
 Otis



 	
  

 
	
 Bill Otis

 	
  

 
	
 Chief
 Executive 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/ Bill
 Otis



 	
  

 
	
 Bill Otis

 	
  

 
	
 Chief
 Executive Officer

 





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