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Exhibit 10.1
MLA No. RX0383
 MASTER LOAN AGREEMENT
 THIS MASTER LOAN AGREEMENT Agreement), COBANK ACB
(CoBank) CT COMMUNICATIONS, (Borrower).
 WHEREAS,
 NOW, THEREFORE,
 Section 1. Supplements. enter Supplement Supplements). Loan Loans)
 Section 2 Availability. Business Day)
 Section Notes and Payments.




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Notes, Note). Loan Documents) 307088754 Interest Rate Agreement form
 Section 4. Mandatory Repayments; Application.
 (A) Insurance Proceeds.
 Asset Disposition Schedule 9(F) but shall not
include




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a pro
 Net Proceeds proceeds,
 Subsidiary " Subsidiaries
 (B) Repayments from Asset Dispositions. except Spectrum Sale), PMN Sale).
 (C) Application of Repayments; Related Interest and Surcharge Payments.




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(D) Prepayment and Surcharge.
 Surcharge
 Section 5. Security.
 Section 6. Conditions Precedent.
 (A) Conditions to Initial Supplement.
 1)
    
    This Agreement, Etc.A duly executed original of this Agreement and all instruments and
documents contemplated hereby.2)
    
    Delegation Form.A duly completed and executed original of a CoBank Delegation and Wire
and Electronic Transfer Authorization form.
 (B) Conditions to Each Supplement.




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(1) Supplement.
 (2) Evidence of Authority.
 (3) Consents and Approvals.
 (4) Fees and Other Charges.
 (5) Insurance.
 (6) Opinions of Counsel.
 (C) Conditions to Each Advance. Potential Default)
 Section Representations and Warranties. and
 (A) Application.
 (B) Disclosure.




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(C) Organization; Powers; Etc.
 Material Adverse Effect
 (D) Due Authorization; No Violations; Etc. in
 Governmental Authority
 (E) Binding Agreement.




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(F) Financial Statements, Budgets, Projections, Etc. GAAP
 (G) Consents and Approvals. forth Schedule 7(G)
 (H) Compliance.
 (I) Compliance with Laws. Schedule 7(I) Laws),
 (J) Environmental Compliance.




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(K) Litigation. Schedule 7(K)
 (L) Principal Place of Business; Records.
 (M) Employee Labor Matters. Schedule 7(M)
 (N) Employee Benefit Plans. (ERISA),
 (O) Taxes. Schedule 7(0) except
 (P) Investment Company Act; Public Utility Holding Company Act.
 (Q) Use of Proceeds.




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(R) Subsidiaries. Schedule 7(R) forth Schedule 7(R),
 (S) Licenses; Permits; Etc. PUC)
 (T) Credit Agreements, Etc. Schedule 7(T)
 (U) Title to Properties.
 (V) Material Contracts, and,
 Material Contract any




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provided, however,
 (W) Intellectual Property. Intellectual Property Rights)
 (X) Liens.
 Section 8. Affirmative Covenants.
 (A) Existence, Licenses. Etc.
 (B) Compliance with Laws and Agreements.
 (C) Compliance with Environmental




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(D) Insurance.
 (E) Property Maintenance.
 (F) Books and Records.
 (G) Inspection.
 (H) Reports and Notices.
 (1) Annual Financial Statements.




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(2) Quarterly Financial Statements.
 (3) Budgets.
 (4) Notice of Default. the provided, however,
 (5) Notice of Non-Environmental Litigation.
 (6) Notice of Environmental Litigation. after




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(7) Regulatory and Other Notices.
 (8) Material Adverse Change.
 (9) Compliance Certificates. form Exhibit A
 (10) ERISA Reportable Events.
 (11) PUC Approval.
 (12) Other Information,
 (I) Financial Covenants.
 (1) Total Leverage Ratio. Quarterly Date)




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Total Leverage Ratio
 Indebtedness Capital Lease),
 EBITDA minus plus any
 (2) Equity to Assets Ratio.
 Equity to Assets Ratio Equity minus
 (J) Capital.




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Section 9. Negative Covenants.
 (A) Borrowings. Schedule 9(A) Permitted Indebtedness); provided, (by
 (B) Liens.  1974




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(C) Contingent Liabilities. except
 (D) Fundamental Changes.
 (E) Disposal of Assets or Subsidiary Stock.
 (F) Investments. Schedule 9(F);




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provided, however,
 Investments from plus
 Cash Equivalents year from,
 Permitted Acquisitions




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(G) Change in Business.
 (H) Fiscal Year
 (I) Disposition of Licenses. Spectrum
 (J) Dividends and Other Distributions. provided, however, year
 (K) Transactions with Affiliates. Schedule 9(K); arms




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provided
 (L) Negative Pledge to Other Entities. enter
 (M) Amendments: Payments and Prepayments of Subordinated Debt.
 Section 10. Events of Default. Event of Default
 (A) Payment Default.
 (B) Representations and Warranties. Loan
 (C) Certain Affirmative Covenants.
 (D) Other Covenants and Agreements.




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(E) Cross-Default.
 (F) Other Indebtedness.
 (G) Governmental Liens.
 (H) Judgments.
 (I) Insolvency, Etc.




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(J) Material Adverse Change.
 (K) Guarantees, Etc. Guarantor),
 (L) Security.
 (M) ERISA Pension Plans. or not under




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(N) Licenses and Permits.
 (O) Material Contracts.
 Section 11. Remedies.
 (A) Termination and Acceleration.
 (B) Enforcement. under
 (C) Application of Funds. provided




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(D) Default Rate of Interest.  terms the terms
 may
 Section 12. Complete Agreement; Amendments. for
 Section 13. Other Types of Credit.
 Section 14. Applicable Law.




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Section 15. Notices.
 If to CoBank, as follows:
    
    If to Borrower, as follows:CoBank, ACB
    
    CT Communications, Inc.900 Circle Parkway
    
    1000 Progress Place, NESuite 1400
    
    P.O. Box 227Atlanta, Georgia 30339
    
    Concord, North Carolina 28026-0227Attn: Communications and Energy
    
    Attn: Chief Financial OfficerBanking Group
    
    Fax No.: 704-722-2558Fax No.: 770-618-3202With copy to:CoBank5500 S. Quebec StreetGreenwood Village, Colorado 80111Attn: Communications and Energy Banking GroupFax No.: 303-224-2718
 Section 16. Costs, Expenses and Taxes. by
 Section 17. Effectiveness and Severability.




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Section 18. Regulatory Approvals.
 Section 19. Successors and Assigns
 Section 20. Consent to Jurisdiction.
 Section 21. Waiver of Jury Trial.




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Section 22. Counterparts.
 Section 23. Participations, Etc.
 Section 24. Confidentiality.




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Section 25. Refinancing of Term Loan.




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WHEREOF, be
 [CORPORATE SEAL]
    
    CT COMMUNICATIONS, INC.By:
    
    /s/ Michael R. ColtraneMichael R. ColtranePresident and Chief Executive Officer




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COBANK, ACBBy:
    
    /s/ Kurt MorrisKurt Morris
Vice President




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Loan No. RXO383-T1
 FIRST SUPPLEMENT TO MASTER LOAN AGREEMENT
 FIRST SUPPLEMENT TO MASTER LOAN AGREEMENT " First Supplement), COBANK, ACB (CoBank) CT COMMUNICATIONS, INC (Borrower), MLA
 SECTION 1. The Revolving Loan Commitment. Loan), Commitment). Maturity Date).
 SECTION 2. Purpose.
 SECTION 3. Availability. Closing
Date) Availability
Period), provided, however, subject or
 SECTION 4. Interest.
 (A) Rate Options; Etc.
 (1) Base Rate Option. Portion




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plus Base Rate). Prime Rate of The Wall Street Journal prime of The Wall Street Journal The
Wall Street Journal. of The Wall Street Journal Federal Funds Rate provided
 (2) Quoted Rate Option. Quoted Rate) provided, however,
 (3) LIBOR Option. plus




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(LIBOR Margin) LIBOR BSA) Banking Day Interest Period provided, however, Eurocurrency
Liabilities FRB Regulation D
  (4) Rate Combinations.
 (5) Selection and Changes of Rates.




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Loan From Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause
Borrower to have to break any fixed rate balance in order to pay any installment of principal.
 (6) Accrual of Interest. from from
 (B) Margins.




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Total Leverage Ratio
    
    LIBOR MarginGreater than or equal to 2.00:1.00
    
    
    1.000
    %Less than 2.00:1.00 and greater
than or equal to 1.50:1.00
    
    
    0.875
    %Less than 1.50:1.00
    
    
    0.625
    %
 Adjustment Date).
 (C) Payment and Calculation. provided, however, of 360
 SECTION 5. Loan Fees.
 (A) Origination Fee.
 (B) Commitment Fee.




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Applicable Commitment Rate
 ApplicableTotal Debt Leverage Ratio
    
    Commitment RateGreater than or equal to 2.00:1.00
    
    
    0.250
    %Less than 2,00:1.00 and greater than or equal to 1.50:1.00
    
    
    0.200
    %Less than 1.50:1.00
    
    
    0.150
    %
 the
 SECTION 6. Repayment of the Loan.
 (A) Repayment.
 (B) Application of Repayments; Related Interest. Loan




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SECTION Prepayment.
 SECTION 8. Security .
 SECTION 9. Additional Conditions Precedent.
 (A) Capital Contribution to CoBank.
 (B) Closing of Term Loan.
 (C) Intentionally Omitted.
 (D) No Material Adverse Change.
 (E) Representations and Warranties.
 (F) Advance Certificate. Exhibit A




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(G) Opinions of Counsel.
 (H) Other Information.




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IN WITNESS WHEREOF,
 [CORPORATE SEAL]
    
    CT COMMUNICATIONS, INC.By:
    
    /s/ Michael R. ColtraneMichael R. ColtranePresident and Chief Executive Officer




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COBANK, ACBBy:
    
    /s/ Kurt MorrisKurt MorrisVice President




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Loan No. RX0383-T2
 SECOND SUPPLEMENT TO MASTER LOAN AGREEMENT
 SUPPLEMENT Second Supplement) CoBANK, ACB (CoBank) CT COMMUNICATIONS MLA
 SECTION 1. The Term Loan. Loan).
 SECTION Purpose. Existing Term Loan))
 SECTION 3. Availability. Closing Date).
 SECTION 4. Interest; Payment; Prepayment.
 (A) Fixed Rate Interest. Maturity Date).
 (B) Payment and Calculation.




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(C) Prepayment. Exhibit A,
 SECTION 5. Security.
 SECTION 6. Additional Conditions Precedent.
 (A) Closing of Revolver Loan.
 (B) Existing Indebtedness.
 (C) No Material Adverse Change.
 (D) Representations and Warranties.
 (E) Closing Certificate. Exhibit B
 (F) Opinions of Counsel.
 (G) Other Information.




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WHEREOF,
 [CORPORATE SEAL]
    
    CT COMMUNICATIONS,INC.
 By:
    /s/ Michael R. ColtraneMichael R. ColtranePresident and Chief Executive Officer




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COBANK, ACBBy:
    /s/ Kurt MorrisKurt MorrisVice President