AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT

EXHIBIT 10.4

EXECUTION COPY

Loan No. RX0583-T3A

AMENDED AND RESTATED THIRD SUPPLEMENT

TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT

THIS AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Third Supplement”), dated as of December 31, 2014 (the “Amendment Date”), is made between CoBANK, ACB (“CoBank”) and NEW ULM TELECOM, INC. (the “Borrower”), a Minnesota corporation, and supplements that certain Amended and Restated 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”).  This Third Supplement amends and restates in their entirety each of (a) that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008 and designated as Loan No. ML RX0583-T1, between CoBank and the Borrower, providing for a term loan in the amount of $15,000,000 (as amended, modified, supplemented, extended or restated from time to time, the “New Ulm First Supplement”), (b) that certain Third Supplement to the Master Loan Agreement, dated as of December 19, 2012 and designated as Loan No. RX0583-T3, between CoBank and the Borrower, providing for a term loan in the amount of $4,500,000 (as amended, modified, supplemented, extended or restated from time to time, the “New Ulm Third Supplement”), (c) that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008 and designated as Loan No. ML RX0584-T1, between CoBank and Hutchinson Telephone Company  (“Hutchinson Telephone”), providing for a term loan of up to $29,700,000  (as modified by that certain Assumption Agreement dated as of the date hereof between the Borrower and Hutchinson Telephone and as the same may be further amended, modified, supplemented, extended or restated from time to time, the “Hutchinson First Supplement”), and (d) that certain Third Supplement to the Master Loan Agreement, dated as of January 4, 2008 and designated as Loan No. ML RX0584-T3, between CoBank and Hutchinson Telephone, providing for a term loan in the amount of $3,000,000 (as modified by that certain Assumption Agreement dated as of the date hereof between the Borrower and Hutchinson Telephone and as the same may be further amended, modified, supplemented, extended or restated from time to time, the “Hutchinson Third Supplement”; the New Ulm First Supplement, the New Ulm Third Supplement, the Hutchinson First Supplement and the Hutchinson Third Supplement shall be collectively known as the “Prior Supplements”).  Capitalized terms used and not otherwise defined in this Third Supplement have the meanings assigned to them in the MLA.

SECTION 1.   The Term Loan.  On the terms and conditions set forth in the MLA and the Prior Supplements, CoBank made certain loans to the Borrower (collectively, the “Loan”), in the outstanding principal amount of $31,019,500 as of the date hereof.  On or before the date hereof, the Borrower agrees to make a partial payment on the Loan pursuant to Section 8(B) hereof so that, after giving effect to such payment, the outstanding principal amount of the Loan shall not exceed $35,000,000.  Under the Loan, amounts borrowed and repaid or prepaid may not be reborrowed.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

SECTION 2.   Purpose.  The proceeds of the Loan shall be used (or have been used) by the Borrower (i) to repay in full all principal, interest, fees and other amounts due by the Borrower or its Subsidiaries to CoBank under the Prior Supplements, (ii) for general corporate purposes of the Borrower and its Subsidiaries, and (iii) to pay fees and expenses associated with the Loan and the credit facility provided pursuant to the Amended and Restated Second Supplement to the Amended and Restated Master Loan Agreement, dated as of even date herewith, between the Borrower and CoBank (the “Second Supplement”).  The Borrower agrees that the proceeds of the Loan are to be used only for the purposes set forth in this Section 2.

SECTION 3.   Availability.  The Loan has been fully advanced and CoBank has no further obligation to make the Loan hereunder and the commitment to advance the Loan has terminated in full.  On the date hereof, after giving effect to the payment under Section 8(B) hereof, the unpaid principal balance of the Loan is $35,000,000.00.

SECTION 4.   Interest.

(A)

Rate Options; Etc.  The Borrower agrees to pay interest on the unpaid principal balance of the Loan in accordance with one or more of the following interest rate options, as selected by the Borrower:

(1)     One-Month 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 Subsections 4(A)(2) or 4(A)(3) of this Third Supplement, 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 1/100^th 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 one (1) month U.S. dollar deposits, as quoted by Bloomberg or another major information vendor listed on BBA’s official website on the first 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 “Applicable Margin”) equal to the percentage determined from time to time in accordance with Subsection 4(B) of this Third Supplement.  The rate shall be reset automatically, without the necessity of notice being provided to the Borrower or any other party, on the first 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.  “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.  “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.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

(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 Applicable 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 or six months as selected by the Borrower; (ii) amounts fixed shall be in a principal amount equal to $100,000 or any whole multiple of $100,000 in excess thereof; and (iii) rates may only be fixed on a Banking Day 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 by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by CoBank from time to time, for the purpose of proving quotations of interest rates applicable to dollar deposits in the London interbank market.  “Interest Period” shall mean the time period chosen by the Borrower during which a fixed rate is to apply to a Portion of the Loan, which period commences on the day a rate is fixed under Subsection 4(A)(2) or 4(A)(3) of this Third Supplement.  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 or six 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 Subsection 6(A) of this Third Supplement).  

Upon the occurrence and during the continuance of an 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 all Events of Default are no longer continuing or have been waived.

(3)     Quoted Fixed Rate Option.  As to any Portion or Portions of the Loan selected by Borrower, interest will 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.  Under this option, the interest rate on such Portion or Portions of the Loan may be fixed for such time periods chosen by Borrower during which the Quoted Rate is to apply to a Portion of the Loan as may be agreeable to CoBank in its sole and absolute discretion in each instance; provided, however, that (i) the minimum Interest Period is 180 days, (ii) the minimum amount that may be fixed is $100,000, (iii) such Interest Period may not extend beyond the Maturity Date, and (iv) such Interest Period may only expire on a Business Day.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

Upon the occurrence and during the continuance of an Event of Default, as the Interest Periods for Portions of the Loan accruing interest at a Quoted Rate option expire, at CoBank’s option, such Portions of the Loan shall be converted to the Variable Rate option, and the Quoted Rate option will not be available to Borrower until all Events of Default are no longer continuing or 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 accruing interest pursuant to the LIBOR option or the Quoted Rate option.

(5)     Selection and Changes of Rates.  Borrower shall select the rate option or options applicable to the Loan at the time it requests the Loan.  Thereafter, on any Business Day with respect to Portions of the Loan accruing interest at the Variable Rate option or on the last day of any Interest Period, Borrower may, subject to Subsections 4(A)(2), 4(A)(3) and 4(A)(4) of this Third Supplement, elect to fix the interest rate accruing on such Portion or any part thereof pursuant to one of the fixed rate options.  In the absence of any election, interest shall automatically accrue at the Variable Rate option.  From time to time and subject to the payment of a Surcharge as defined in and as calculated pursuant to Subsection 6(B), 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, to convert all, but not part, of such Portion of the Loan so that it accrues interest at the Variable Rate option or a combination of the Variable Rate option 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 Third Supplement.  Except for the initial selection, all interest rate selections provided for herein shall be made by electronic (if applicable), telephonic or written request of an authorized employee of Borrower and must be received by CoBank by 12:00 noon, Mountain Time, on the relevant day.  In taking actions upon telephonic requests, CoBank shall be entitled to rely on (and shall incur no liability to Borrower in acting upon) any request made by a person identifying himself or herself as one of the persons authorized in writing by Borrower to request the Loan or select interest rates hereunder so long as any funds advanced are wired to an account previously designated by Borrower; provided, however, that in the case of Portions of the Loan bearing interest at the Quoted Rate option or the LIBOR option, all such elections must be confirmed in writing upon CoBank’s request.  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.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

(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 Borrower elects to re-fix 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 Third 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 Borrower elects to convert from a fixed rate option to the Variable Rate option pursuant to Subsection 4(A)(5) of this Third Supplement, 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.

(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 December 31, 2014 on which the Borrower demonstrates that a change in the Applicable Margin is warranted and requests such change, the Applicable Margin shall be 3.25%.  Commencing on such Adjustment Date, the Applicable Margin shall be determined based on the Borrower’s Total Leverage Ratio, determined in accordance with Subsection 8(I)(1) of the MLA, as of the last day of each fiscal quarter of the Borrower, as set forth in the following table:

The Applicable 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 Borrower’s written request to decrease such margins (each such effective date described in clauses (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 Borrower’s written request to decrease such margin), or upon the occurrence of any Event of Default, then at the option of CoBank the Applicable Margin shall be 3.50%. Upon the occurrence of any Event of Default the Obligations are also subject to the default rate of interest in Section 11(D) of the MLA.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

(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 following month, upon any prepayment of any 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 or the Quoted Rate option, rather than monthly 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.  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.

(D)

Interest Rate Protection.  Within 180 days after the Closing Date, Borrower will enter into Interest Rate Agreements in form and substance reasonably satisfactory to CoBank (and thereafter shall maintain such fixes or agreements through the Maturity Date) so as to fix or limit interest rates payable by Borrower at all times as to at least 40% of the outstanding principal balance of the Loan for an initial average weighted life of at least three years.

SECTION 5.   Prepayment. The Borrower may prepay in full or in part any Portion of the Loan as provided in Subsection 4(F) of the MLA.  Unless otherwise agreed, all mandatory and voluntary repayments and prepayments pursuant to Section 4 of the MLA will be applied to principal installments in the inverse order of their maturity and to such Portions of the Loan as the Borrower specifies in writing or, in the absence of such direction, as CoBank shall specify.  Notwithstanding the foregoing, in connection with the Borrower repaying or prepaying any amount accruing interest pursuant to the LIBOR option (whether such payment is made voluntarily, as a result of an acceleration or a mandatory prepayment or otherwise), the Borrower must also pay a Surcharge (as defined in, and calculated pursuant to, Subsection 6(B).

SECTION 6.   Repayment of the Loan.

(A)

Scheduled Repayments.  Commencing on March 31, 2015, and on each June 30, September 30, December 31 and March 31 occurring thereafter (each such date, a “Payment Date”) through December 31, 2021 (the “Maturity Date”), the outstanding principal balance of the Loan shall be repaid in equal consecutive quarterly principal payments on each such date in the amount of $675,000 (any such repayments will be cumulative and will be in addition to any other repayments pursuant to Section 4 of the MLA).  On the Maturity Date, the amount of the then unpaid principal balance of the Loan, if any, 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.

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

(B)

Application 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 or, in the absence of such direction, as CoBank specifies. At the time of each repayment pursuant to this Section 6 or Section 4 of the MLA, the Borrower must pay any applicable surcharge  (“Surcharge”) in an amount equal to the greater of (a) the present value of any funding losses incurred or imputed by CoBank to have been incurred as a result of such repayments, prepayment 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) and (b) $300.  Such Surcharge, including the amount of any funding losses incurred by CoBank, shall be determined and calculated in accordance with methodology established by CoBank.

SECTION 7.   Security.  The Borrower’s obligations hereunder and, to the extent related thereto, the MLA, shall be secured as provided in Section 5 of the MLA.

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 each of the following conditions precedent on or before the Amendment Date:

(A)

Upfront Fee.  That Borrower shall pay to CoBank a non-refundable upfront origination fee in the amount of $250,000, which shall be due upon the Amendment Date.

(B)

Repayment of Existing Debt.  If on or before the Amendment Date the outstanding principal amount of the Loan exceeds $35,000,000, that the Borrower pay to CoBank a partial payment of the Obligations under the Prior Supplements in the amount necessary to reduce the principal amount of the Loan to no more than $35,000,000;

(C)

Closing of Revolving Loan.  That all conditions precedent to the Second Supplement have been satisfied;

(D)

Opinion.  That CoBank receive, in form and content acceptable to CoBank, an opinion or opinions of counsel (who shall be acceptable to CoBank) for each Loan Party;

(E)

No Material Adverse Change.  That from December 31, 2013, 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;

(F)

Representations and Warranties.  That the representations and warranties of each Loan Party contained in the MLA, this Third 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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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

(G)

Advance Certificate. That CoBank receive a certificate, in the form of Exhibit A to the Second Supplement, from the chief executive officer or chief financial officer 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;

(H)

Term Note.  That CoBank receive, in form and content acceptable to CoBank, an amended and restated promissory note of even date herewith evidencing the Borrower’s obligation to repay the Loan;

(I)

Solvency Certificate.  That CoBank receives a solvency certificate of each of the Loan Parties, in form and substance satisfactory to CoBank;

(J)

Perfection and Diligence Certificate.  That CoBank receives an updated perfection and diligence certificate of the Loan Parties, in form and substance satisfactory to CoBank;

(K)

Pay Proceeds Letter.  That CoBank receives a pay proceeds letter, in form and substance reasonably satisfactory to CoBank, directing the disposition of the funds advanced under the Second Supplement on the Amendment Date (if any);

(L)

Mortgage.  That CoBank receives fully-executed copies of the [Amended and Restated Mortgages] of even date herewith (the “Mortgages”) (together with fixture filings or amendments, commitments to issue title insurance policies with such endorsements as CoBank shall require, tax affidavits, evidence of insurance, flood zone determinations and environmental questionnaires as CoBank shall request in its sole discretion), in form suitable for recording with the applicable Governmental Authority as applicable; and

(M)

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.   Incremental Term Loan Facility.   The Borrower and CoBank may agree, and from time to time, upon at least 30 days’ prior written notice to the Administrative Agent, that CoBank shall make an additional term loan facility available to the Borrower under this Subsection 9 (the “Incremental Term Loan Facility”; the commitment thereunder, an “Incremental Term Loan Commitment”).  The Incremental Term Loan Facility, if any, shall be documented by a supplement to the MLA (or restatement thereof) signed by the Borrower and CoBank.  Notwithstanding the foregoing: (i) the principal amount of the Incremental Term Loan Commitment shall not exceed $6,000,000; (ii) CoBank shall not be obligated to participate in such increase, which decision shall be made in the sole discretion of CoBank; (iii) to the extent that any applicable interest rate margins for the Incremental Term Loan Facility exceed by more than 0.25% the applicable interest rate margins for the Loan, determined as of the initial funding date for the Incremental Term Loan Facility, the Applicable Margin for the Loan shall be increased so that the interest rate margins on the Incremental Term Loan Facility and the Loan are equal; (iv) any covenant or Event of Default applicable to the Incremental Term Loan Facility that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loan hereunder; (v) no Default or Event of Default shall have occurred and be continuing or result after giving effect to the Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Borrower shall be in pro forma compliance with the financial covenants contained in Subsection 8(I) of the MLA; and (vi) the Revolver Increase (as defined in the Second Supplement) shall not have taken place.  CoBank shall have no obligation, and shall have no right, to participate in the Incremental Term Loan Facility.  

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

SECTION 10.   Effect of Amendment; No Novation. The amendment and restatement of the Prior Supplements pursuant to this Third Supplement shall be effective as of the Amendment Date.  All obligations and rights of the Borrower and CoBank arising out of or relating to the period commencing on the Amendment Date shall be governed by the terms and provisions of this Third Supplement; the obligations of and rights of the Borrower and CoBank arising out of or relating to the period prior to the Amendment Date shall continue to be governed by the Prior Supplements without giving effect to the amendment and restatements provided for herein.  This Third Supplement shall not constitute a novation or termination of the Borrower’s obligations under the Prior Supplements or any Supplement or any Note or any other Loan Document executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Borrower under the Prior Supplements, and the Borrower hereby reaffirms all such obligations and covenants under the Loan Documents, as hereby amended.

[Signatures commence on the following page.]

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

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

NEW ULM TELECOM, INC.

By:_/s/_Curtis Kawlewski___________

             Curtis Kawlewski

                  Chief Financial Officer

[Signatures continue on next page.]

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Amended and Restated Third Supplement to the Amended and Restated Master Loan
Agreement/New Ulm Telecom, Inc.

Loan No. RX0583-T3A

[Signatures continued from previous page.]

COBANK, ACB

By:_/s/_Lennie Blakeslee______________

       Lennie Blakeslee

       Vice President

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