Exhibit 10.1 to New Ulm Telecom, Inc. Form 10-Q for quarterly period ended September 30, 2009



EXHIBIT 10.1


September 14, 2009


New Ulm
Telecom, Inc.

Hutchinson Telephone Company

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


42






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
Hutchinson First Supplement, as modified by the March Letter Agreement, New Ulm
and Hutchinson Telephone, respectively, must deliver or cause to be delivered
to CoBank, on or before December 31, 2009, a membership interest pledge
agreement by which Hutchinson 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 Hutchinson 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 Hutchinson Cellular, Inc. intends to sell
its ownership interest in SHAL, LLC and SHAL Network, Inc., Direct
Communications, LLC and Hutchinson 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.


43






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.]


44







          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

 



Acknowledged
and agreed to:


NEW ULM TELECOM,
INC., 

as a Borrower and a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



HUTCHINSON TELEPHONE
COMPANY, 

as successor by merger to Hutchinson Acquisition 

Corp., as a Borrower and a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



NEW ULM LONG
DISTANCE, INC.,

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 


[Signatures Continue on Following Page]


45






[Signatures Continued From Previous Page]


NEW ULM CELLULAR #9,
INC.,

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



NEW ULM PHONERY,
INC., 

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



PEOPLES TELEPHONE COMPANY,


as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 


[Signatures Continue on Following Page]


46






[Signatures Continued from Previous Page]


WESTERN TELEPHONE
COMPANY, 

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



HUTCHINSON
TELECOMMUNICATIONS, INC., 

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 



HUTCHINSON CELLULAR,
INC., 

as a Guarantor


	
  

 	
  

 
	
 By:

 	
    /s/ Nancy
 Blankenhagen



 





	
  

 	
  

 	
  

 
	
  

 	
  Name:

 	
 Nancy
 Blankenhagen

 
	
  

 	
  Title:

 	
 Chief
 Financial Officer

 


47