NEW ULM TELECOM, INC. EXHIBIT 10.1 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.1  


AMENDMENT
TO AGREEMENT AND PLAN OF MERGER


THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
“Amendment”) is made as of December 31, 2007 by and among New Ulm Telecom,
Inc., a Minnesota corporation (“Parent”), Hutchinson Acquisition Corp., a
Minnesota corporation and a direct wholly owned subsidiary of Parent (“Newco”),
Hutchinson Telephone Company, a Minnesota corporation (the “Company”), and
Walter S. Clay as Shareholder Representative.


RECITALS:


A. Parent, Newco and the Company are parties to that
certain Agreement and Plan of Merger dated August 3, 2007 (the “Merger
Agreement”).


B. The parties desire to amend certain provisions of
the Merger Agreement pursuant to the provisions of this Amendment.


NOW, THEREFORE, in consideration of the premises and
mutual covenants hereinafter set forth, the parties hereto hereby agree as
follows:


	
 

	
 


	
1.

	
Capitalized Terms. The capitalized terms not defined
  in this Amendment shall have the meanings set forth in the Merger Agreement
  and are incorporated herein by reference.


	
 

	
 


	
2.

	
Effective Time. Section 1.2 of the Merger Agreement
  is hereby deleted in its entirety and replaced with the following:





          1.2
Effective Time. As soon as practicable after the satisfaction or waiver of the
conditions set forth in Article VII hereof, the appropriate parties hereto
shall execute in the manner required by the MBCA and file with the Minnesota
Secretary of State appropriate articles of merger relating to the Merger in the
form of Exhibit A, and the parties shall take such other and further actions as
may be required by Law to make the Merger effective. The articles of merger
shall provide for an effective date of January 2, 2008 or such later time as
the parties may agree, which shall hereinafter be referred to as the “Effective
Time.”


	
 

	
 


	
3.

	
Closing. Section 1.4(a) of the Merger Agreement is
  hereby deleted in its entirety and replaced with the following:





          (a)
The closing of the Merger (the “Closing”) shall take place at the Minneapolis,
Minnesota offices of Leonard, Street and Deinard Professional Association on
January 2, 2008, or such later date as the parties agree.


	
 

	
 


	
4.

	
Aggregate Merger Consideration. Section 3.2(b) is
  hereby deleted in its entirety and replaced with the following:





          (b)
“Aggregate Merger Consideration” shall be equal to (i) the sum of $64,055,045
(“Enterprise Value”), plus (a) Cash on Hand, plus (b) the Midwest Wireless
Receivable to the extent such proceeds have not been received by the Company
prior to the Closing (net of Tax at 38.015%, (or such other rate as is
determined by applicable federal and state tax law), plus (c)






the Working Capital Increase (if any), plus (d) the
December 2007 Adjustments (if any) less (ii) the sum of (a) Indebtedness of the
Company Parties outstanding at the Closing, plus (b) the Working Capital
Decrease (if any), (c) plus Transaction Expenses to the extent not paid by the
Company, plus (d) the Bonus Payments to the extent not paid by the Company,
plus (e) $2,000,000 representing a portion of the amount of the Company’s
guarantees of loan obligations of the Company Joint Ventures.


	
 

	
 


	
5.

	
December 2007 Adjustments. A new Section 3.2(m) is
  added to read as follows: “December 2007 Adjustments” are equal to the 








	
 

	
 

	
 


	
 

	
a.

	
A payment of $793,485, representing that portion of
  the Hutchinson Telephone Company Restoration Plan reported as a long term
  liability on the November 30, 2007 financial statement of Hutchinson
  Telephone Company (net of the deferred tax credit associated with the
  Restoration Plan) that was eliminated as a result of the acceleration of the
  payment of this liability upon the termination of the Restoration Plan, as
  set forth on Exhibit A.


	
 

	
 

	
 


	
 

	
b.

	
Excluding from current liabilities at December 31,
  2007, the tax liability of $69,885 associated with the December 2007 sale of
  bonds by Company at the request of Parent.


	
 

	
 

	
 


	
 

	
c.

	
Payments made by the Company to Lynne M. Clay
  pursuant to the first sentence of paragraph 2 of Mutual Termination Agreement
  dated December 31, 2007, net of the tax credit associated with these
  payments.


	
 

	
 

	
 


	
6.

	
Intent of December 2007 Adjustments. The parties
  agree that except as otherwise expressly agreed for in Item 5, the December
  2007 Adjustments and any other prepayments consented to by New Ulm in the
  Consent dated December 31, 2007 and attached as Exhibit B, are designed to
  have no effect on Aggregate Merger Consideration, and Company and Parent have
  agreed and consented to these action to facilitate the transition
  contemplated by the Merger Agreement and are taking these action on the basis
  that, except as noted in this paragraph 6, these adjustments will have no
  effect on the Aggregate Merger Consideration, and each party agrees that in
  the process of the determining the Closing Date Statement, it will give
  effect to this intent.


	
 

	
 

	
 


	
7.

	
Letter of Transmittal. Section 3.3(b) of the Merger
  Agreement is hereby deleted in its entirety and replaced with the following:





          (b)
On or before December 10, 2007, the Company mailed to each record holder who
held Outstanding Shares, a letter of transmittal (the “Letter Of Transmittal”).
The Disbursing Agent Agreement shall provide that (A) subject to the Disbursing
Agent’s receipt of a Letter of Transmittal from a Shareholder (duly completed
and validly executed in accordance with eth instructions therein), the
Disbursing Agent shall pay each Shareholder an amount equal to the product of
(i) the Estimated Per Share Merger Consideration less the Per Share Escrow
Amount times (ii) the number of Outstanding Shares of the Company held by such
Shareholder at the Effective Time and (B) such payments shall be made (1) with
respect to a Letter of Transmittal received by the Disbursing Agent prior to
the date of Closing (duly completed and validly


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executed in accordance with the instructions therein),
on the date of the Closing, and (2) with respect to a Letter of Transmittal
received by the Disbursing Agent on or after the date of the Closing, not later
than one Business Day after the Disbursing Agent receives such Letter of
Transmittal (duly completed and validly executed in accordance with the
instructions therein).


	
 

	
 


	
8.

	
Other Representations. Section 4.9(e) of the Merger
  Agreement is hereby deleted in its entirety and replaced with the following:





          (e)
Other Representations. None of the Company Parties (or, to the Knowledge of the
Executives, any of the Company Joint Ventures) have filed any consent under
Section 34l(f) of the Code or agreed to have Section 341(f)(2) of the Code
apply to any disposition of a subsection (f) asset (as defined in Section 341
(f)(4) of the Code) owned by any of the Company Parties or the Company Joint
Ventures. Except as set forth in Schedule 4.9, there is no contract, agreement,
plan or arrangement to which any of the Company Parties (or, to the Knowledge
of the Executives, any of the Company Joint Ventures) is a party, including but
not limited to the provisions of this Agreement, covering any employee or
former employee of any such party that, individually or collectively, could
give rise to the payment of any amount that would not be deductible pursuant to
Section 280G or 162(m) of the Code or provides reimbursement or indemnification
of any officer, director or employee for any Tax liability of such person under
Code Sections 409A or 4999. Except as set forth on Schedule 4.9, during the
five-year period ending on the date hereof, none of the Company Parties (or, to
the Knowledge of the Executives, any of the Company Joint Ventures) was a
distributing or controlled corporation in a transaction intended to be governed
by Section 355 of the Code. Notwithstanding anything to the contrary in this
Section 4.9(e) or any other provision of this Agreement, the Company is not
making any representations, warranties, covenants or agreements regarding
Section 280G of the Code in connection with that certain (i) Amended and
Restated Employment Agreement between the Company and Walter S. Clay dated
October 9, 2006, as amended by the Compensation Committee of the Company by
resolution adopted and effective June 25, 2007, as furthered amended and
terminated; (ii) Amended and Restated Employment Agreement between the Company
and Lynne M. Clay dated October 9, 2006, amended by the Compensation Committee
of the Company adopted and effective June 25, 2007as as furthered amended and
terminated; (iii) Amended and Restated Change of Control Executive Severance
Agreement between the Company and Walter S. Clay dated December 2, 2006, as
further amended and terminated.


	
 

	
 


	
9.

	
Termination by Either Parent or the Company. Section
  8.2 of the Merger Agreement is hereby deleted in its entirety and replaced
  with the following:





          8.2
Termination by Either Parent or the Company. This Agreement may be terminated
and the Merger may be abandoned by Parent or the Company if (i) any court of
competent jurisdiction in the United States or some other Governmental Entity
shall have issued an order, decree or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Merger and such
order, decree, ruling or other action shall have become final and
non-appealable or (ii) the Effective Time shall not have occurred on or before
January 11, 2008 (the latter of such applicable dates referred to in this
Agreement as the “Termination Date”); provided, that the right to terminate
this Agreement pursuant to this Section 8.2(ii) shall not be available to any
party whose failure to fulfill any of its obligations under this Agreement
results in such failure to close.


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10.

	
Notices. Notices to the Company pursuant to Section
  11.7 of the Merger Agreement shall be provided as follows:





If to Company (before the Effective Time):

Hutchinson Telephone Company

235 Franklin Street Southwest

P.O. Box 279

Hutchinson, Minnesota 55350

Attn: Walter S. Clay

Facsimile No.: (320) 234-5251


If to Company or Shareholder Representative (after the
Effective Time):

Walter S. Clay 

435 Washington Ave. W. 

Hutchinson, Minnesota 55350

Phone No. (320) 234-5219.


With a copy to:

Leonard, Street and Deinard, P.A.

150 South Fifth Street

Suite 2300

Minneapolis, Minnesota 55402

Attn:       Steven D. DeRuyter, Esq.

Facsimile No.: (612) 335-1657


	
 

	
 


	
11.

	
Entire Agreement; Assignment. Section 11.8 of the
  Merger Agreement is hereby deleted in its entirety and replaced with the
  following:





          11.8.
This Agreement (including the documents and the instruments referred to herein)
and the Confidentiality Agreement (a) constitute the entire agreement among the
parties with respect to the subject matter hereof, and (b) shall not be
assigned by operation of law or otherwise; provided, however, that Parent and
Newco may assign any or all of their rights and interests hereunder (i) to one
or more of their respective Affiliates, (ii) for collateral security purposes
to any lender providing financing to Parent, Newco or their respective
Affiliates and any such lender (x) may exercise all of the rights and remedies
of Parent and Newco hereunder after the Closing and (y) may assign or cause the
assignment of the Parent’s and Newco’s rights and interests hereunder to any
successor, assignee or designee of the lender in connection with such lender’s
exercise of its rights and remedies under its collateral pledge hereof, and
(iii) to any subsequent purchaser of Parent or Newco or any material portion of
their assets (whether such sale is structured as a sale of stock or membership
interests, a sale of assets, a merger or otherwise) following the Closing. No
assignment by a Party of any rights or interest will relieve it from any
obligation it otherwise has.


	
 

	
 


	
12.

	
Amendment of Disclosure Schedule. Schedule 4.11 is
  hereby amended to add the disclosure attached as Schedule 4.11A. Schedule
  6.1(h) is hereby amended to add the disclosures set forth in Schedule
  6.1(h)A.





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13.

	
Remaining Provisions. With the exception of the foregoing,
  all other provisions of the Merger Agreement shall remain in full force and
  effect.


	
 

	
 


	
14.

	
Counterparts. This Amendment may be executed in one
  or more counterparts, each of which will be deemed to be an original copy of
  this Amendment and all of which, when taken together, will be deemed to
  constitute one and the same agreement.





IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective duly authorized officers as
of the date first above written.


HUTCHINSON TELEPHONE COMPANY


	
 

	
 

	
 


	
By:

	
/s/ Walter S. Clay

	
 


	
 

	 


	
 


	
Name: Walter S. Clay

	
 


	
Title: President and Chief Executive Officer

	
 


	
 

	
 

	
 


	
SHAREHOLDER REPRESENTATIVE

	
 


	
 

	
 

	
 


	
By: 

	
/s/ Walter S. Clay

	
 


	
 

	 


	
 


	
Name: Walter S. Clay

	
 


	
 

	
 

	
 


	
NEW ULM TELECOM, INC.

	
 


	
 

	
 

	
 


	
By: 

	
/s/ Bill Otis

	
 


	
 

	 


	
 


	
Name: Bill Otis

	
 


	
Title: President and Chief Executive Officer

	
 


	
 

	
 

	
 


	
HUTCHINSON ACQUISITION CORP.

	
 


	
 

	
 

	
 


	
By:

	
/s/ Bill Otis
	
 


	
 

	 


	
 


	
Name: Bill Otis

	
 


	
Title: President and Chief Executive Officer

	
 





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