NEW ULM TELECOM, INC. EXHIBIT 10.8 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.8  



CLOSING TABLE COPY 


Loan No. ML RX0584-T1 


FIRST SUPPLEMENT

TO THE MASTER LOAN AGREEMENT


          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. 


          SECTION
1. The Term Loan. On the terms and conditions set
forth in the MLA and this First Supplement, CoBank agrees to make a loan to the
Borrower (the “Loan”), by
means of a single advance, on the Closing Date (as defined in Section 3
of this First Supplement) in an aggregate principal amount not to exceed
$29,700,000 (the “Commitment”).
Under the Loan, amounts borrowed and later repaid or prepaid may not be
reborrowed. 


          SECTION
2. Purpose. The proceeds of the Loan shall be used by
the Borrower (i) to acquire all of the ownership interests of Hutchinson
Telephone Company (the “Acquisition”)
and (ii) to pay fees and expenses associated with the Loan. The Borrower agrees
that the proceeds of the Loan shall be used only for the purposes set forth in
this Section 2. 


          SECTION
3. Availability. Subject to Sections 2 and 6 of the
MLA and Section 8 of this First Supplement, the Loan will be advanced in a
single advance on the date on which all conditions precedent to the Loan are
satisfied (the “Closing Date”);
provided, however, that the Closing Date shall occur no later
than January 4, 2008.  


          SECTION
4. Interest.


          (A)
Rate Options; Etc. The unpaid principal balance of the
Loan shall accrue, and the Borrower agrees to pay interest at the rate or rates
determined or selected by the Borrower in accordance with this Subsection 4(A). 



	
 

	
 


	
 

	
          (1) 7-Day LIBOR Index Rate (Variable Rate Option).
As to any portion of the unpaid principal balance of the Loan selected by the
Borrower (any such portion, and any portion selected pursuant to Subsection
4(A)(2) or 4(A)(3) of this First Supplement,  






















First
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Loan No. RX0584-T1 


	
 

	
 


	
 

	
is
hereinafter referred to as a “Portion”
of the Loan), interest shall accrue pursuant to this variable rate option at
a rate (rounded upward to the nearest 1/100th and adjusted for
reserves required on Eurocurrency Liabilities (as hereinafter defined in this
Subsection 4(A)(1)) for banks subject to FRB Regulation D (as
hereinafter defined in this Subsection 4(A)(1)) or required by any
other federal law or regulation) per annum (the “Variable Rate”) equal at all times to
the annual rate quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for
the offering of seven-day U.S. dollar deposits, as published by Bloomberg or
another major information vendor listed on BBA’s official website on the first
U.S. Banking Day (as hereinafter defined in this Subsection 4(A)(1))
in each week with such rate to change weekly on such day plus a margin (the “LIBOR Margin”) equal to the
percentage determined from time to time in accordance with Subsection 4(B) of this First Supplement. The rate shall be reset automatically, without
the necessity of notice being provided to the Borrower or any other party, on
the first U.S. Banking Day of each succeeding week, and each change in the
rate shall be applicable to all balances subject to this option. Information
about the then-current rate shall be made available upon telephonic request.
“U.S. Banking Day” means
a day on which CoBank is open for business and banks are open for business in
New York, New York. “Eurocurrency
Liabilities” has the meaning as set forth in FRB Regulation D.
“FRB Regulation D” means
Regulation D as promulgated by the Board of Governors of the Federal Reserve
System, 12 CFR Part 204, as amended from time to time. 


	
 

	
 


	
 

	
          (2) LIBOR
 Option. As to any Portion or Portions of the Loan
 selected by the Borrower, interest will accrue pursuant to this LIBOR option
 at a fixed rate per annum equal to LIBOR (as hereinafter defined in this Subsection
 4(A)(2)) plus the LIBOR Margin. Under this option: (i) rates may
 be fixed for Interest Periods (as hereinafter defined in this Subsection
 4(A)(2)) of one, two, three, six, nine or 12 months, as selected by the
 Borrower; (ii) amounts fixed shall be in increments of $100,000 or multiples
 thereof; and (iii) rates may only be fixed on a Banking Day (as hereinafter
 defined in this Subsection 4(A)(2)) on three Banking Days’ prior
 written notice. “LIBOR”
 means the rate (rounded upward to the nearest sixteenth and adjusted for
 reserves required on Eurocurrency Liabilities for banks subject to FRB
 Regulation D or required by any other federal law or regulation) quoted by
 BBA at 11:00 a.m. London time two Banking Days before the commencement of the
 Interest Period for the offering of U.S. dollar deposits in the London interbank
 market for the Interest Period designated by Borrower, as published by
 Bloomberg or another major information vendor listed on BBA’s official
 website. “Banking Day”
 shall mean a day on which CoBank is open for business, dealings in U.S.
 dollar deposits are being carried out in the London interbank market, and
 banks are open for business in New York City and London, England. “Interest Period” shall mean the time
 period chosen by the Borrower during which the chosen fixed rate is to apply
 to a 





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Loan No. RX0584-T1 


	
 

	
 


	
 

	
Portion of
 the Loan, which period commences on the day a rate fixed under Subsection
 4(A)(2) or 4(A)(3) of this First Supplement becomes effective. The
 Interest Period for Portions accruing interest at the LIBOR option shall end
 on the day in the next calendar month or in the month that is two, three,
 six, nine or 12 months thereafter which corresponds numerically with the day
 the Interest Period commences; provided, however, that: (a) in
 the event such ending day is not a Banking Day, such period shall be extended
 to the next Banking Day unless such next Banking Day falls in the next
 calendar month, in which case it shall end on the preceding Banking Day; and
 (b) if there is no numerically corresponding day in the month, then such
 period shall end on the last Banking Day in the relevant month. No Interest
 Period shall extend beyond the Maturity Date (as defined in Section 6
 of this First Supplement).


	
 

	
 


	
 

	
          Upon the
 occurrence and during the continuance of any Event of Default, as the
 Interest Periods for Portions of the Loan accruing interest at a LIBOR option
 expire, at CoBank’s option, such Portions of the Loan shall be converted to
 the Variable Rate option, and the LIBOR option will not be available to the
 Borrower until any such Events of Default have been waived. 


	
 

	
 


	
 

	
          (3)
 Quoted Fixed Rate Option. As to any Portion or
 Portions of the Loan selected by the Borrower, interest shall accrue pursuant
 to this quoted rate option at a fixed annual interest rate (the “Quoted Rate”) to be quoted by CoBank
 in its sole and absolute discretion in each instance. Under this option, the
 interest rate on such Portion or Portions of the Loan may be fixed for such
 Interest Periods as may be agreeable to CoBank in its sole and absolute
 discretion in each instance; provided, however, that (i) such
 Interest Period shall not extend beyond the Maturity Date and such Interest
 Period may only expire on a Business Day, (ii) the minimum fixed period shall
 be one year, and (iii) amounts fixed shall be in increments of $100,000 or
 multiples thereof.


	
 

	
 


	
 

	
          Upon the
 occurrence and during the continuance of any Event of Default, as the
 Interest Periods for Portions of the Loan accruing interest at the Quoted
 Rate option expire, such Portions of the Loan shall be converted to the
 Variable Rate option, and the Quoted Rate option will not be available to the
 Borrower until any such Events of Default have been waived. 


	
 


	
 

	
          (4) Rate
 Combinations. Notwithstanding the foregoing, at any
 one time there may be no more than an aggregate of five Portions of the Loan
 and any loan under any other Supplement to the MLA accruing interest pursuant
 to the LIBOR option and no more than an aggregate of five Portions of the
 Loan and any loan under any other Supplement to the MLA accruing interest
 pursuant to the Quoted Rate option. 





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Loan No. RX0584-T1 


	
 

	
 


	
 

	
          (5) Selection
 and Changes of Rates. The Borrower shall select the
 rate option or options applicable to the Loan at the time it requests the
 Loan. Thereafter, with respect to Portions of the Loan accruing interest at
 the Variable Rate, the Borrower may, on any Business Day, subject to Subsections
 4(A)(2), 4(A)(3) and 4(A)(4) of this First Supplement,
 elect to have one of the fixed rate options apply to such Portion. In
 addition, with respect to any Portion of the Loan accruing interest pursuant
 to a fixed rate option, the Borrower may, subject to Subsections 4(A)(2),
 4(A)(3) and 4(A)(4), on the last day of the Interest Period for
 such Portion, elect to fix the interest rate accruing on such Portion for
 another Interest Period pursuant to one of the fixed rate options. From time
 to time the Borrower may elect, on a Business Day prior to the expiration of
 the Interest Period for any Portion of the Loan accruing interest pursuant to
 a fixed rate option, and upon payment of the applicable Surcharge (as defined
 in, and calculated pursuant to, Section 5 hereof) to convert all, but
 not part, of such Portion of the Loan so that it accrues interest at the
 Variable Rate or a combination of the Variable Rate and a fixed rate option,
 for a new Interest Period or Interest Periods selected in accordance with Subsections
 4(A)(2), 4(A)(3) and 4(A)(4) of this First Supplement.
 Except for the initial selection, all interest rate selections provided for
 herein shall be made by telephonic or written request of an authorized
 employee of the Borrower by 12:00 noon, Central time, on the relevant day. In
 taking actions upon telephonic requests, CoBank shall be entitled to rely on
 (and shall incur no liability to the Borrower in acting upon) any request
 made by a person identifying himself or herself as one of the persons
 authorized by the Borrower to request the Loan or select interest rates
 hereunder so long as any funds advanced are wired to an account previously
 designated by the Borrower. Notwithstanding
 the foregoing, rates may not be fixed in such a manner as to cause the
 Borrower to have to break any fixed rate balance in order to pay any
 installment of principal.


	
 

	
 


	
 

	
          (6)
 Accrual of Interest. Interest shall accrue pursuant
 to the fixed rate options from and including the first day of the applicable
 Interest Period to but excluding the last day of the Interest Period. If the
 Borrower elects to refix the interest rate on any Portion of the Loan
 accruing interest pursuant to one of the fixed rate options pursuant to Subsection
 4(A)(5) of this First Supplement, the first day of the new Interest
 Period shall be the last day of the preceding Interest Period. In the absence
 of any such election, interest shall accrue on such Portion at the Variable
 Rate from and including the last day of such Interest Period. If the Borrower
 elects to convert from a fixed rate option to the Variable Rate option
 pursuant to Subsection 4(A)(5) upon payment of the applicable
 Surcharge as provided in Section 5, interest at the applicable fixed
 rate shall accrue through the day before such conversion and either (i) the
 first day of any new Interest Period shall be the date of such conversion, or
 (ii) interest at the Variable Rate shall accrue on the Portion of the Loan so
 converted from and including the date of conversion. 





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Loan No. RX0584-T1 


          (B)
Margins. Initially, and continuing through the day
immediately preceding the first Adjustment Date (as hereinafter defined in this
Subsection 4(B)) occurring on or after March 31, 2008 on which the
Borrower demonstrates that a change in the LIBOR Margin is warranted and
requests such change, the applicable LIBOR Margin shall be 2.75%. Commencing on
such Adjustment Date, the LIBOR Margin shall be determined based on the
consolidated Total Leverage Ratio of the Parent Guarantor, determined in
accordance with Subsection 8(I)(1) of the Parent Guarantor MLA, on the last day
of each fiscal quarter of the Borrower, as set forth in the following table: 


	
 

	
 

	
 

	
 


	
Consolidated
 Total Leverage Ratio of the Parent Guarantor

	
 

	
LIBOR Margin

	
 


	 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
Greater than
 or equal to 4.00:1.00

	
 

	
2.75%

	
 


	
 

	
 

	
 

	
 


	
Less than
 4.00:1.00 and greater than or equal to 3.50:1.00

	
 

	
2.50%

	
 


	
 

	
 

	
 

	
 


	
Less than
 3.50:1.00 and greater than or equal to 3.00:1.00

	
 

	
2.25%

	
 


	
 

	
 

	
 

	
 


	
Less than
 3.00:1.00 and greater than or equal to 2.50:1.00

	
 

	
2.00%

	
 


	
 

	
 

	
 

	
 


	
Less than
 2.50:1.00

	
 

	
1.75%

	
 





The LIBOR
Margin shall be (i) increased, if warranted, beginning on the date which is the
fifth Business Day following CoBank’s receipt of the financial statements
required pursuant to Subsections 8(H)(1) and 8(H)(2) of the MLA, and the
compliance certificate required pursuant to Subsection 8(H)(9) of the MLA and
(ii) decreased, if warranted, beginning on the date which is the fifth Business
Day following CoBank’s receipt of such financial statements and compliance
certificate and the Borrower’s written request to decrease such margin (each
such date described in (i) and (ii), an “Adjustment
Date”). In the event that CoBank shall not receive when due such
financial statements and compliance certificate, then from such due date and
until the fifth Business Day following CoBank’s receipt of such overdue
financial statements and compliance certificate (and in the event a decrease in
the applicable margin is then warranted, receipt of the Borrower’s written
request to decrease such margin), or upon the occurrence of any Event of
Default, then at the option of CoBank the LIBOR Margin shall be 2.75%. 


          (C)
Payment and Calculation. The Borrower shall pay
interest on the Loan monthly in arrears on the 20th day (or such other day as
CoBank shall elect in writing) of each 


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Loan No. RX0584-T1 


month, upon
any prepayment of a fixed rate Portion (whether due to acceleration or
otherwise) and on the Maturity Date; provided, however, at the election
of CoBank with respect to the Portions accruing interest under the LIBOR
option, rather than on a monthly basis interest shall be payable at the
maturity of an Interest Period, or, if such Interest Period exceeds three
months, in arrears on each three-month anniversary of the beginning date of
such Interest Period and at the maturity of such Portion and upon any
prepayment (whether due to acceleration or otherwise). Interest shall be
calculated on the actual number of days the Loan, or any part thereof, is
outstanding on the basis of a year consisting of 360 days. In calculating
accrued interest, the date the Loan is made shall be included and the date any
principal amount of the Loan is repaid or prepaid shall be excluded as to such
amount. If any date for the payment of interest is not a Business Day, then the
interest payment then due shall be paid on the next Business Day.  


          SECTION
5. Repayment, Prepayment and Surcharge. The Borrower
may, (i) on any Business Day, prepay in full or in part any Portion of the Loan
accruing interest at the Variable Rate option, and (ii) on three Business Days’
prior, irrevocable written notice, prepay in full or in part any Portion of the
Loan accruing interest pursuant to a fixed rate option. All voluntary
prepayments pursuant to this Section 5 shall be applied to scheduled
principal installments under Subsection 6(A) of this First Supplement in
the inverse order of their maturities and to such Portions of the Loan as the
Borrower specifies in writing, or in the absence of such direction, as CoBank
specifies. Notwithstanding the foregoing, the Borrower’s right to prepay any
amount accruing interest pursuant to a fixed rate option shall be conditioned
upon the payment of a prepayment Surcharge as defined and calculated below. For
purposes of calculating the Surcharge provided for in this Section 5,
early conversion of a Portion of the Loan accruing interest pursuant to a fixed
rate option so that it accrues interest at a different rate pursuant to Subsection
4(A)(5) shall be deemed a prepayment in full of that Portion of the Loan.
Upon any such early conversion, any repayment required hereunder or under the
MLA, any prepayment of any Portion of the Loan accruing interest pursuant to a
fixed rate option and as a condition to any voluntary prepayment (whether such
conversion, repayment, prepayment or payment is made voluntarily, as a result
of an acceleration, or otherwise), the Borrower shall pay to CoBank, on the
date of such repayment, prepayment, payment or early conversion, a surcharge (“Surcharge”) in an amount equal
to the
greater of (i) $300 and (ii) the present value of any funding losses incurred
or imputed by CoBank to have been incurred as a result of such repayment,
prepayment, payment or conversion for the period such amount was scheduled to
have been outstanding at such fixed rate (which, if less than $0, shall be
deemed to be $0), plus, in the case of the repayment, prepayment,
payment or conversion of any Portion of the Loan accruing interest pursuant to
the Quoted Rate option, an amount equal to 0.5% of the amount repaid, prepaid
or converted. Such Surcharge, including the amount of any funding losses
incurred by CoBank, shall be determined and calculated in accordance with
methodology established by CoBank. 


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Loan No. RX0584-T1 


          SECTION
6. Repayment. 


          (A)
Scheduled Repayments. Commencing on March 31, 2010,
and on each June 30, September 30, December 31 and March 31 occurring
thereafter (each such date a “Payment Date”),
through and including December 31, 2014 (the “Maturity Date”), the outstanding principal balance of the
Loan shall be repaid in consecutive quarterly equal principal payments of
$609,500 on each such date. On the Maturity Date, the amount of the then unpaid
principal balance of the Loan and any and all other amounts due and owing
hereunder or under any other Loan Document relating to this Loan shall be due
and payable. If any Payment Date is not a Business Day, then the installment
then due shall be paid on the next Business Day and shall continue to accrue
interest until paid. 


          (B)
Applications of Repayments; Related Interest and Surcharge Payments.
All repayments made pursuant to this Section 6 will be applied to such
Portions of the Loan as the Borrower directs in writing and, in the absence of
such direction, as CoBank specifies. At the time of each repayment pursuant to
this Section 6, the Borrower must pay any applicable Surcharge (as
defined in and as calculated in Section 5 of this First Supplement). 


          SECTION
7. Security. The Loan is secured and guaranteed by (i)
that certain Mortgage and Security Agreement and Fixture Financing Statement,
dated on or about the date hereof, made by Hutchinson I, as successor by merger
to the Borrower, in favor of CoBank (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Mortgage”) pursuant to which Hutchinson
I has granted to CoBank a first-priority lien on substantially all of its now
owned or hereafter acquired real property; (ii) that certain Security
Agreement, dated as of even date herewith, made by Hutchinson I, as successor
by merger to the Borrower, in favor of CoBank (as the same may be amended,
modified, supplemented, extended or restated from time to time, the “Security Agreement”), pursuant to which
Hutchinson I has granted to CoBank a first-priority security interest in
substantially all of its now owned or hereafter acquired tangible and
intangible personal property; (iii) that certain Stock Pledge Agreement, dated
as of even date herewith, made by Hutchinson I, as successor by merger to the
Borrower, in favor of CoBank (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Hutchinson I Pledge Agreement”),
pursuant to which Hutchinson I has pledged to CoBank on a first-priority basis
all now owned or hereafter acquired capital stock or voting securities of any
entity of which Hutchinson I now owns or hereafter acquires 25% or more of the
issued and outstanding capital stock or voting securities (excluding its
membership interest in EN-TEL Communications, LLC); (iv) that certain
Continuing Guaranty, dated as of even date herewith, made by the Borrower,
Western Telephone Company (“WTC”),
Peoples Telephone Company (“PTC”),
New Ulm Phonery, Inc. (“Phonery”),
New Ulm Cellular #9, Inc. (“Cellular”),
New Ulm Long Distance, Inc. (“Long
Distance”), 


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Hutchinson
Cellular, Inc. (“Hutchinson II”),
Hutchinson Telecommunications, Inc. (“Hutchinson
III”) and the Parent Guarantor (each, excluding the Borrower, a
“Loan Party Guarantor” and collectively, the “Loan Party Guarantors”) in favor of CoBank (as the
same
may be amended, modified, supplemented, extended or restated from time to time,
the “Guaranty”); and (v)
that certain Stock Pledge Agreement, dated as of the date herewith, made by
Hutchinson II in favor of CoBank (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Hutchinson II Stock Pledge Agreement”),
pursuant to which Hutchinson II has pledged to CoBank on a first-priority basis
all now owned or hereafter acquired capital stock or voting securities of any
entity of which Hutchinson II now owns or hereafter acquires 25% or more of the
issued and outstanding capital stock or voting securities (excluding its
membership interests in Direct Communications, LLC, Page-All, LLC, and SHAL,
LLC and except as otherwise agreed to in writing by CoBank).  


The Guaranty
is secured by (i) those certain Security Agreements, each dated as of even date
herewith, and each made by such Loan Party Guarantor for the benefit of CoBank
(as the same may be amended, modified, supplemented, extended or restated from
time to time, individually, a “Guarantor
Security Agreement” and collectively, the “Guarantor Security Agreements”),
pursuant to which such Loan Party Guarantor has granted to CoBank a
first-priority lien and security interest in substantially all of its now owned
or hereafter acquired personal property, (ii) those certain Mortgage and
Security Agreements and Fixture Financing Statements, each made by such Loan
Party Guarantor in favor of CoBank (as the same may be amended, modified,
supplemented, extended or restated from time to time, individually, a “Guarantor Mortgage” and collectively,
the “Guarantor Mortgages”)
pursuant to which such Loan Party Guarantor has granted to CoBank a
first-priority lien on all of its now owned or hereafter acquired real
property, and (iii) that certain Stock Pledge Agreement, dated as of the date
herewith, made by the Parent Guarantor in favor of CoBank (as the same may be
amended, modified, supplemented, extended or restated from time to time, the “Parent Stock Pledge Agreement”),
pursuant to which the Parent Guarantor has pledged to CoBank on a
first-priority basis all now owned or hereafter acquired capital stock or
voting securities of any entity of which the Parent Guarantor now owns or
hereafter acquires 25% or more of the issued and outstanding capital stock or
voting securities. 


The Borrower
agrees, and agrees to cause each Loan Party, to take such steps, including,
without limitation, the execution and filing and recordation of security
agreements, financing statements, irrevocable stock power and collateral
assignments, and amendments to any of the foregoing, including, without
limitation, those certain Deposit Account Control Agreements, each dated as of
even date herewith, and each by the Parent Guarantor, WTC, PTC or Hutchinson I,
as applicable, the financial institution identified therein and CoBank, and
such other instruments and documents as CoBank may from time to time reasonably
require to enable CoBank to obtain, perfect and maintain its security interests
in such property and the payment of any applicable 


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Loan No. RX0584-T1 


documentary
stamp or similar taxes. Furthermore, the Borrower agrees, and agrees to cause
each Loan Party, to take such steps, including the execution and recordation
and filing of any mortgage agreements, or any fixture filings, and amendments
to the foregoing, and such other instruments and documents, as CoBank may
reasonably request from time to time to enable CoBank to obtain, perfect, and
maintain a lien on any real property interests of such entity as CoBank shall
determine in its reasonable discretion, and the payment of any applicable
mortgage recording tax, documentary stamp taxes or similar taxes. 


          SECTION
8. Additional Conditions Precedent. In addition to the
conditions precedent set forth in the MLA, CoBank’s obligation to make the Loan
is subject to the satisfaction of the following conditions precedent on or
before the date of such advance: 


          (A)
Capital Contribution to CoBank. That the Borrower has
acquired participation certificates in CoBank in an initial amount of $1,000; 


          (B)
Closing of Revolving and Bridge Term Loans. That all
conditions precedent to the Second and Third Supplements to the Master Loan
Agreement, each dated as of even date herewith, have been satisfied; 


          (C)
Closing of Parent Guarantor Loan. That all conditions
precedent to the Parent Guarantor Loan have been satisfied; 


          (D)
Consummation of Acquisition. That CoBank receive
evidence satisfactory to it that the Merger is being consummated concurrently
herewith on terms and conditions substantially consistent with that certain
Agreement and Plan of Merger, dated as of August 3, 2007, as amended; 


          (E)
Opinions. That CoBank receive, in form and content
reasonably acceptable to CoBank, opinions of counsel (who shall be reasonably
acceptable to CoBank) for each Loan Party; 


          (F)
No Material Adverse Change. That from December 31,
2006 to the date of the Loan there has not occurred any event which has had or
could reasonably be expected to have a Material Adverse Effect on the business
or prospects of any Loan Party; 


          (G)
Representations and Warranties. That the
representations and warranties of each Loan Party contained in the MLA, this
First Supplement and any other Loan Document to which they are party be true
and correct in all material respects on and as of the date of the Loan, as
though made on and as of such date; 


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Loan No. RX0584-T1 


          (H)
Closing Certificate. That CoBank receive a
certificate, in the form of Exhibit A attached hereto, dated as of the
Closing Date, from the President of the Borrower as to, among other things, the
continuing truth and accuracy of the representations and warranties of each
Loan Party under the Loan Documents to which it is a party and the satisfaction
of each of the conditions applicable to the making of the Loan; and 


          (I)
Other Information. That CoBank receive such other
information regarding the condition, financial or otherwise, and operations of
each Loan Party as CoBank shall request and such other opinions, certificates
or documents as CoBank shall reasonably request. 


          SECTION
9. Additional Affirmative Covenants. In addition to
the affirmative covenants set forth in Section 8 of the MLA, the Borrower will
and will cause each of its Subsidiaries to: 


          (A)
Mortgages. Deliver, no more than 90 days after the
Closing Date (or, in the case of the Guarantor Mortgage of PTC, no more than
one year after the Closing Date), or such other date as CoBank in its sole
discretion shall agree in writing, the Mortgage and the Guarantor Mortgages, pursuant
to which the Borrower and certain Loan Party Guarantors grant to CoBank a lien
on all of their personal and real property located at the properties described
in Exhibits B(1) and (B)(2) hereto, subject only to the liens
permitted by Subsection 9(B) of the MLA, in form and substance reasonably
satisfactory to CoBank, together with such other related documents, including
without limitation, Uniform Commercial Code fixture filings, landlords
consents, and certificates and opinions, as CoBank shall reasonably request. 


          (B)
Alliance Bank Control Agreement. Deliver to CoBank no
more than 30 days after the Closing Date, a fully executed Account Control
Agreement for Parent Guarantor’s accounts with Alliance Bank, in form and
substance reasonable satisfactory to CoBank. 


          (C)
Title Insurance. Deliver, no more than 90 days after
the Closing Date, title insurance for the real property described in Exhibit
B(1) hereto, and, no more than
one year after the date hereof, title insurance for the real property described
in Exhibit B(2). 


          (D)
EN-TEL Pledge. Use commercially reasonable efforts to
deliver, no more than 90 days after the Closing Date, a membership interest
pledge agreement pursuant to which Hutchinson I grants to CoBank a first-priority
security interest in all of its then owned and thereafter acquired ownership
interests in EN-TEL Communications, LLC. 


          (E)
SHAL, LLC Pledge. Deliver, no more than 90 days after
the Closing Date, a stock pledge agreement and a membership interest pledge
agreement pursuant to which 


10

















First
Supplement to the Master Loan Agreement/Hutchinson Acquisition Corp.

Loan No. RX0584-T1 


Hutchinson II
grants to CoBank a first-priority security interest in all of its then owned
and thereafter acquired ownership interest in SHAL, LLC. 


          (F)
WTC Stock Certificate. Deliver, no more than 5 days
after the Closing date, any and all original stock certificates evidencing
Parent Guarantor’s ownership interest in WTC, in form and content reasonably acceptable
to CoBank. 


[Signatures Follow on Next Page]


11

















First
Supplement to the Master Loan Agreement/Hutchinson Acquisition Corp.

Loan No. RX0584-T1 


          IN
WITNESS WHEREOF, the Borrower has caused this
Agreement to be executed and delivered, and CoBank has caused this Agreement to
be executed and delivered, each by its respective duly authorized officer as of
the date first shown above. 


	
 

	
 

	
 


	
 

	
HUTCHINSON ACQUISITION CORP.


	
 

	
 

	
 


	
 

	
By:

	
 /s/ Nancy Blankenhagen


	
 

	
 

	 


	
 

	
 

	
Name: Nancy
 Blankenhagen


	
 

	
 

	
Title: Chief
 Financial Officer






[Signatures Continue on Next Page]

















First
Supplement to the Master Loan Agreement/Hutchinson Acquisition Corp.

Loan No. RX0584-T1 


[Signatures Continued from Previous Page]


	
 

	
 

	
 


	
 

	
COBANK, ACB


	
 

	
 

	
 


	
 

	
By:

	
 /s/ Roger
 Opp


	
 

	
 

	 


	
 

	
 

	
Roger Opp

 Vice President