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Exhibit 10.1

 

I N T E R E S T    R A T E

 

S W A P    A G R E E M E N T

 

Dated as of February 26, 2008

 

CoBank, ACB (“CoBank”) and New Ulm Telecom, Inc. (“Company”) have entered and/or anticipate entering into one or more transactions (each a “Swap Transaction”). The parties agree that each Swap Transaction will be governed by the terms and conditions set forth in this document (which includes the schedule attached hereto (the “Schedule”)) and in the documents (each a “Confirmation”) exchanged between the parties confirming such Swap Transactions. Each Confirmation constitutes a supplement to and forms part of this document and will be read and construed as one with this document, so that this document and all the Confirmations constitute a single agreement between the parties (collectively referred to as this “Agreement”). The parties acknowledge that all Swap Transactions are entered into in reliance on the fact that this document and all Confirmations will form a single agreement between the parties, it being understood that the parties would not otherwise enter into any Swap Transactions. Accordingly, the parties agree as follows:

 

1.

Interpretation

 

(a)

Definitions. The terms defined in Section 12 hereof, in the Schedule and in each Confirmation will have the meanings therein specified for the purpose of this Agreement.

 

(b)

Inconsistency. In the event of any inconsistency between the provisions of any Confirmation and this document, such Confirmation will prevail for the purpose of the relevant Swap Transaction.

 

2.

Payments

 

(a)

Obligations and Conditions .

 

(i)

Each party will make each payment specified in each Confirmation as being payable by it.

 

(ii)

Payments under this Agreement will be made not later than the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement. All payments will be made in U.S. dollars and in freely transferable funds.

 

(iii)

Each obligation of each party to pay any amount due under Section 2(a)(i) is subject to the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing.

 

(b)

Change of Account. Either party may change its account by giving notice to the other party at least five days prior to the due date for payment for which such change applies.

 

(c)

Netting. If on any date amounts would otherwise be payable in respect of the same Swap Transaction by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

 

(d)

Default Interest. A party that defaults in the payment of any amount due under this Agreement will be required to pay interest (before as well as after judgment) on such amount to the other party on demand for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and on the actual number of days elapsed in a year consisting of 360 days.

 

1




3.

Representations

 

Each party represents to the other party (which representations and warranties will be deemed to be repeated on each date on which a Swap Transaction is entered into) that:

 

(a)

Basic Representations .

 

(i)

Powers. It has the power to execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery, and performance;

 

(ii)

No Violation or Conflict . Such execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction binding on or affecting it or any of its assets;

 

(iii)

Consents. All consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

 

(iv)

Obligations Binding. Its obligations under this Agreement constitute its legal, valid, and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally).

 

(b)

Absence of Certain Events. No Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement.

 

4.

Agreements

 

(a)

Documents . Each party agrees to deliver to the other party any document specified in Part 1 of the Schedule or in any Confirmation by the date specified therein (or if no date is specified, as soon as practicable).

 

(b)

Covenants . So long as it has any obligations under Section 2 hereof, the Company shall continue to observe and perform the covenants contained in any loan agreements between CoBank and the Company w


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