Exhibit 10.3 


 


EXECUTION COPY


 


Loan Nos. RX0583 and RX0584


 


AGREEMENT REGARDING AMENDMENTS TO LOAN
DOCUMENTS


 


This AGREEMENT REGARDING AMENDMENTS TO
LOAN DOCUMENTS (this “Amendment Agreement”), dated as of December 19, 2012, is between (i) NEW
ULM TELECOM, INC. (the “Borrower”), (ii) 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”), Hutchinson
Telephone Company (“Hutchinson Telephone”), Hutchinson
Cellular, Inc. (“Hutchinson Cellular”), and Hutchinson
Telecommunications, Inc. (“Hutchinson Telecom” and, together with WTC, PTC, Phonery, Cellular,
Long Distance, Hutchinson Telephone, Hutchinson Cellular, and Hutchinson Telecom, each a “Subsidiary Guarantor”
and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, together with the Borrower,
each a “Loan Party” and, collectively, the “Loan Parties”), and (iii) COBANK,
ACB (“CoBank”).


 


RECITALS


 


WHEREAS, the Borrower and CoBank are
parties to that certain Master Loan Agreement, dated as of January 4, 2008 (as amended by that certain letter agreement, dated
March 27, 2009, that certain letter agreement, dated September 14, 2009, that certain letter agreement, dated March 25, 2011, that
certain letter agreement, dated May 2, 2012, and as the same may further be amended, modified, supplemented, extended or restated
from time to time, the “MLA”), as supplemented by that certain First Supplement to the Master Loan Agreement,
dated as of January 4, 2008, providing for a term loan in the amount of $15,000,000 (as amended, modified, supplemented, extended
or restated from time to time, the “First Supplement”), and as supplemented by that certain Second Supplement
to the Master Loan Agreement, dated as of January 4, 2008, providing for a revolving loan in an aggregate principal amount outstanding
at any one time not to exceed $10,000,000 (as amended, modified, supplemented, extended or restated from time to time, the “Second
Supplement”);


 


WHEREAS, the Borrower and CoBank are
entering into that Third Supplement to the Master Loan Agreement, dated as of even date herewith, providing for a term loan in
the amount of $4,500,000 (as amended, modified, supplemented, extended or restated from time to time, the “Third Supplement”;
the MLA, as supplemented by the First Supplement, the Second Supplement and the Third Supplement, collectively, the “Loan
Agreement”);


 


WHEREAS, the Borrower has also executed
and delivered to CoBank that certain Security Agreement, dated as of January 4, 2008 (as amended, modified, supplemented, extended
or restated from time to time, the “Borrower Security Agreement”), pursuant to which the Borrower granted
to CoBank a security interest in and lien on substantially all of its then owned or thereafter acquired tangible and intangible
personal property, and that certain Stock Pledge Agreement, dated as of January 4, 2008 (as amended, modified, supplemented, extended
or restated from time to time, the “Borrower Pledge Agreement”), pursuant to which the Borrower granted
to CoBank a security interest in and lien on the equity interests described therein;


 



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WHEREAS, the Loan Parties have executed
and delivered to CoBank that certain Continuing Guaranty, dated as of January 4, 2008 (as amended, modified, supplemented, extended
or restated from time to time, the “Guaranty”), pursuant to which, among other things, the Subsidiary
Guarantors guaranteed all then existing or thereafter arising obligations of the Borrower to CoBank under the Loan Agreement or
otherwise;


 


WHEREAS, each Subsidiary Guarantor
has executed and delivered to CoBank a separate Security Agreement, each dated as of January 4, 2008 (as amended, modified, supplemented,
extended or restated from time to time, each a “Subsidiary Guarantor Security Agreement” and, collectively,
the “Subsidiary Guarantor Security Agreements”), pursuant to which each Subsidiary Guarantor granted
to CoBank as security for its obligations under the Guaranty a security interest in substantially all of its then owned or thereafter
acquired tangible and intangible personal property;


 


WHEREAS, Hutchinson Telephone has
executed and delivered to CoBank that certain Stock Pledge Agreement, dated as of January 4, 2008 (as amended, modified, supplemented,
extended or restated from time to time, the “Hutchinson Telephone Pledge Agreement”), pursuant to which
Hutchinson Telephone granted to CoBank as security for its obligations under the Guaranty a security interest in and lien on the
equity interests described therein, and Hutchinson Cellular has executed and delivered to CoBank that certain Stock Pledge Agreement,
dated as of January 4, 2008 (as amended, modified, supplemented, extended or restated from time to time, the “Hutchinson
Cellular Pledge Agreement” and, together with the Hutchinson Telephone Pledge Agreement, collectively, the “Hutchinson
Pledge Agreements”), pursuant to which Hutchinson Cellular granted to CoBank as security for its obligations under
the Guaranty a security interest in and lien on the equity interests described therein;


 


WHEREAS, the Borrower has executed
and delivered to CoBank that certain Real Estate Mortgage, Assignment of Rents and Profits, Security Agreement and Fixture Financing
Statement, dated as of May 14, 2008 (as amended, modified, supplemented, extended or restated from time to time, the “Borrower
Mortgage”), and recorded in the Office of County Recorder, Brown County, Minnesota on June 6, 2008, as document number
366501, the Office of the County Recorder, Nicollet County, Minnesota on June 17, 2008, as document number 279148, and in the Office
of the County Recorder, Redwood Falls, Minnesota on June 18, 2008, as document number 327975;


 


WHEREAS, WTC has executed and delivered
to CoBank that certain Real Estate Mortgage, Assignment of Rents and Profits, Security Agreement and Fixture Financing Statement,
dated as of May 14, 2008 (as amended, modified, supplemented, extended or restated from time to time, the “WTC Mortgage”),
and recorded in the Office of County Recorder, Brown County, Minnesota on June 6, 2008, as document number 366500, and the Office
of the County Recorder, Redwood Falls, Minnesota on June 18, 2008, as document number 327976;


 



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WHEREAS, PTC has executed and delivered
to CoBank that certain Real Estate Mortgage, Assignment of Rents and Profits, Security Agreement and Fixture Financing Statement,
dated as of January 5, 2009 (as amended, modified, supplemented, extended or restated from time to time, the “PTC Mortgage”),
and recorded with the Recorder, Cherokee, Iowa on January 29, 2009, at Book 2009, Page 0160;


 


WHEREAS, Hutchinson Telephone has
executed and delivered to CoBank that certain Real Estate Mortgage, Assignment of Rents and Profits, Security Agreement and Fixture
Financing Statement, dated as of May 14, 2008 (as amended, modified, supplemented, extended or restated from time to time, the
“Hutchinson Telephone Mortgage”), and recorded in the Office of the County Recorder, McLeod County, Minnesota
on June 6, 2008, as document number A-377660, and the Office of Registrar of Titles, McLeod County, Minnesota on June 6, 2008,
as document number T-48118;


 


WHEREAS, Hutchinson Telecom has executed
and delivered to CoBank that certain Real Estate Mortgage, Assignment of Rents and Profits, Security Agreement and Fixture Financing
Statement, dated as of May 14, 2008 (as amended, modified, supplemented, extended or restated from time to time, the “Hutchinson
Telecom Mortgage” and, together with the Borrower Mortgage, the WTC Mortgage, the PTC Mortgage and the Hutchinson
Telephone Mortgage, each a “Mortgage” and, collectively, the “Mortgages”),
and recorded in the Office of County Recorder, Meeker County, Minnesota on June 6, 2008, as document number 353708; and


 


WHEREAS, in connection with the Third
Supplement, the Borrower, the Subsidiary Guarantors and CoBank have agreed to certain amendments to the Borrower Security Agreement,
the Borrower Pledge Agreement, the Guaranty, the Subsidiary Guarantor Security Agreements, the Hutchinson Pledge Agreements and
the Mortgages, as set forth herein.


 


NOW, THEREFORE, in consideration of
the foregoing and the agreements set forth in this Amendment Agreement, the Borrower, the Subsidiary Guarantors and CoBank each
hereby agrees as follows:


 


SECTION 1. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them in the MLA.


 


SECTION 2. Section 2 of the Borrower
Security Agreement is hereby amended by amending and restating such section to read in its entirety as follows:


 


SECTION 2. Obligations. The grant of the
security interest hereunder shall secure the following obligations (the “Obligations”): (i) the payment
and performance of all obligations of the Debtor, whether now existing or hereafter arising, under that certain Continuing Guaranty,
dated as of January 4, 2008, between the Debtor, certain other guarantors from time to time party thereto, and the Secured Party,
as amended by that certain Agreement Regarding Amendments to Loan Documents, dated as of December 19, 2012, and as the same may
further be amended, modified, supplemented, extended or restated from time to time (the “Guaranty”);
(ii) the payment and performance of all obligations of the Debtor, whether now existing or hereafter arising, under that certain
Master Loan


 



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Agreement, dated as of January 4, 2008, between
the Debtor and the Secured Party, as amended by that certain letter agreement, dated March 27, 2009, that certain letter agreement,
dated September 14, 2009, that certain letter agreement, dated March 25, 2011, that certain letter agreement, dated May 2, 2012,
and as the same may further be amended, modified, supplemented, extended or restated from time to time (the “New Ulm
MLA”), and all other Loan Documents to which the Debtor is a party, including, without limitation, that certain First
Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented, extended
or restated from time to time (the “New Ulm First Supplement”), that certain Second Supplement to the
Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented, extended or restated from
time to time (the “New Ulm Second Supplement”), and that certain Third Supplement to the Master Loan
Agreement, dated as of December 19, 2012, as the same may be amended, modified, supplemented, extended or restated from time to
time (the “New Ulm Third Supplement” and, together with the New Ulm MLA, the New Ulm First Supplement
and the New Ulm Second Supplement, the “New Ulm Loan Agreement”), and the related Notes, as the same
may be amended, modified, supplemented, extended or restated from time to time; (iii) the payment and performance of all obligations
of Hutchinson Telephone Company as successor by merger to Hutchinson Acquisition Corp. (“Hutchinson”;
and, together with the Debtor, the “Borrowers”), whether now existing or hereafter arising, under that
certain Master Loan Agreement, dated as of January 4, 2008, between Hutchinson and the Secured Party, as amended by that certain
letter agreement, dated June 9, 2009, that certain letter agreement, dated September 14, 2009, by that certain letter agreement,
dated March 25, 2011, and as the same may further be amended, modified, supplemented, extended or restated from time to time (the
“Hutchinson MLA”), and all other Loan Documents to which Hutchinson is a party, including, without limitation,
that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified,
supplemented, extended or restated from time to time (the “Hutchinson First Supplement”), that certain
Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented,
extended or restated from time to time (the “Hutchinson Second Supplement”), and that certain Third Supplement
to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented, extended or restated
from time to time (the “Hutchinson Third Supplement” and, together with the Hutchinson MLA, the Hutchinson
First Supplement and the Hutchinson Second Supplement, the “Hutchinson Loan Agreement”; the Hutchinson
Loan Agreement, together with the New Ulm Loan Agreement, the “Loan Agreements”), and the related Notes,
as the same may be amended, modified, supplemented, extended or restated from time to time; and (iv) the payment of all other indebtedness
and the performance of all other obligations of the Borrowers to the Secured Party of every type and description, whether now existing
or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or
otherwise,


 



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liquidated or unliquidated, regardless of how
they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances, Interest
Rate Agreements provided by the Secured Party and other extensions of credit and all covenants, agreements, and provisions contained
in all loan and other agreements between the parties.


 


SECTION 3. Subsection 8(H) of the
Borrower Security Agreement is hereby amended by amending and restating such subsection to read in its entirety as follows:


 


(H) Continuing Effect. This Security Agreement,
the security interest of the Secured Party, in the Collateral, and all other documents or instruments contemplated hereby shall
continue in full force and effect until all of the Obligations have been satisfied in full and each of the Guaranty, New Ulm MLA,
New Ulm First Supplement, New Ulm Second Supplement, New Ulm Third Supplement, and each other Supplement under the New Ulm MLA,
Hutchinson MLA, Hutchinson First Supplement, Hutchinson Second Supplement, Hutchinson Third Supplement and each other Supplement
under the Hutchinson MLA, the related Notes, and the other Loan Documents has been terminated in accordance with their respective
terms and any preference period applicable to payments made on or security given for the Obligations has expired under applicable
Law.


 


SECTION 4. The second, third and sixth
WHEREAS clauses of the Borrower Pledge Agreement are hereby amended by amending and restating such clauses to read in their entirety
as follows:


 


WHEREAS, the Secured Party and the Pledgor
have entered into that certain Master Loan Agreement, dated as of January 4, 2008 (as amended by that certain letter agreement,
dated March 27, 2009, that certain letter agreement, dated September 14, 2009, that certain letter agreement, dated March 25, 2011,
that certain letter agreement, dated May 2, 2012, and as the same may further be amended, modified, supplemented, extended or restated
from time to time, the “New Ulm MLA”), that certain First Supplement to the Master Loan Agreement, dated
as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “New
Ulm First Supplement”), providing for a term loan of up to $15,000,000 (the “First New Ulm Term Loan”),
that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “New Ulm Second Supplement”), providing for
a revolving loan in an aggregate principal amount outstanding at any one time not to exceed $10,000,000 (the “New Ulm
Revolver Loan”), and that certain Third Supplement to the Master Loan Agreement, dated as of December 19, 2012 (as
the same may be amended, modified, supplemented, extended or restated from time to time, the “New Ulm Third Supplement”
and, together with the New Ulm MLA, the New Ulm First Supplement, and the New Ulm Second Supplement, the “New Ulm Loan
Agreement”), providing for a term loan of up to $4,500,000 (the “Second New Ulm Term Loan”);
and


 



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WHEREAS, the Secured Party and Hutchinson
have entered into that certain Master Loan Agreement, dated as of January 4, 2008 (as amended by that certain letter agreement,
dated June 9, 2009, that certain letter agreement, dated September 14, 2009, by that certain letter agreement, dated March 25,
2011, and as the same may further be amended, modified, supplemented, extended or restated from time to time, the “Hutchinson
MLA”), that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be
amended, modified, supplemented, extended or restated from time to time, the “Hutchinson First Supplement”),
providing for a term loan of up to $29,700,000 (the “Hutchinson Term Loan”), that certain Second Supplement
to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated
from time to time, the “Hutchinson Second Supplement”), providing for a revolving loan in an aggregate
principal amount outstanding at any one time not to exceed $2,000,000 (the “Hutchinson Revolver Loan”),
and that certain Third Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Hutchinson Third Supplement”; and, together
with the Hutchinson MLA, the Hutchinson First Supplement and the Hutchinson Second Supplement, the “Hutchinson Loan
Agreement”; the Hutchinson Loan Agreement and the New Ulm Loan Agreement, each a “Loan Agreement”
and, collectively, the “Loan Agreements”), providing for a term loan of up to $3,000,000 (the “Hutchinson
Bridge Loan”; and, together with the First New Ulm Term Loan, the New Ulm Revolver Loan, the Second New Ulm
Term Loan, the Hutchinson Term Loan and the Hutchinson Revolver Loan, the “Loans”); and


 


WHEREAS, as an inducement to the Secured
Party to enter into the Loan Agreements and to make the Loans provided for therein and to secure the Pledgor’s and Hutchinson’s
obligations to the Secured Party under the Loan Agreements and the Pledgor’s obligations to the Secured Party under that
certain Continuing Guaranty, dated as of January 4, 2008 (as amended by that certain Agreement Regarding Amendments to Loan Documents,
dated as of December 19, 2012 (the “Amendment Agreement”), and as the same may further be amended, modified,
supplemented, extended or restated from time to time, the “Guaranty”), the Pledgor has agreed to pledge
to the Secured Party the hereinafter defined Pledged Collateral on the terms and conditions set forth in this Pledge Agreement;
and


 


SECTION 5. The WHEREAS clauses of
the Borrower Pledge Agreement are hereby amended by inserting the following as a new seventh WHEREAS clause:


 


WHEREAS, as
an inducement to CoBank to enter into the Third Supplement and to make the Loan provided for therein, the Pledgor has agreed to
amend this Pledge Agreement and certain other Loan Documents as described in the Amendment Agreement.


 



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SECTION 6. The last paragraph of Section
2 of the Borrower Pledge Agreement is hereby amended by amending and restating such paragraph to read in its entirety as follows:


 


The lien and security interest granted hereunder
shall secure the following obligations (collectively, the “Secured Obligations”): (i) the payment and
performance of all obligations of the Pledgor and Hutchinson under the Loan Agreements and any other Loan Document, including,
without limitation, the payment of all principal, interest and other amounts becoming due and payable under that certain Promissory
Note, dated as of even date herewith, made by the Pledgor to the Secured Party in the principal face amount of $15,000,000, as
the same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time, that certain Promissory
Note, dated as of even date herewith, made by the Pledgor to the Secured Party in the principal face amount of $10,000,000, as
the same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time, that certain Promissory
Note, dated as of December 19, 2012, made by the Pledgor to the Secured Party in the principal face amount of $4,500,000, as the
same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time, that certain Promissory
Note, dated as of even date herewith, made by Hutchinson to the Secured Party in the principal face amount of $29,700,000, as the
same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time, that certain Promissory
Note, dated as of even date herewith, made by Hutchinson to the Secured Party in the principal face amount of $2,000,000, as the
same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time, and that certain Promissory
Note, dated as of even date herewith, made by Hutchinson to the Secured Party in the principal face amount of $3,000,000, as the
same may be amended, modified, supplemented, extended, restated, renewed or replaced from time to time; (ii) all payments and performances
to be made by the Pledgor under the Guaranty; (iii) all payments and performances to be made by the Pledgor or Hutchinson under
all other Loan Documents; (iv) the payment of all other indebtedness and the performance of all other obligations of the Pledgor
and Hutchinson to the Secured Party of every type and description, whether now existing or hereafter arising, fixed or contingent,
as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless
of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances,
Interest Rate Agreements provided by the Secured Party and other extensions of credit and all covenants, agreements, and provisions
contained in all loan and other agreements between the Pledgor or Hutchinson and the Secured Party; and (v) the payment of any
and all additional advances made or costs or expenses incurred by the Secured Party to protect or preserve the Pledged Collateral
or the security title, lien and security interest created hereby or for any other purpose provided herein (whether or not the Pledgor
remains the owner of the Pledged Collateral at the time such advances are made or costs or expenses are incurred).


 



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SECTION 7. The first and second WHEREAS
clauses of the Guaranty are hereby amended by amending and restating such clauses to read in their entirety as follows:


 


WHEREAS, CoBank and New Ulm Telecom, Inc.
(“New Ulm”) have entered into that certain Master Loan Agreement, dated as of January 4, 2008 (as amended
by that certain letter agreement, dated March 27, 2009, that certain letter agreement, dated September 14, 2009, that certain letter
agreement, dated March 25, 2011, that certain letter agreement, dated May 2, 2012, and as the same may further be amended, modified,
supplemented, extended or restated from time to time, the “New Ulm MLA”), that certain First Supplement
to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated
from time to time, the “New Ulm First Supplement”), providing for a term loan of up to
$15,000,000, that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended,
modified, supplemented, extended or restated from time to time, the “New Ulm Second Supplement”), and
that certain Third Supplement to the Master Loan Agreement, dated as of December 19, 2012 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “New Ulm Third Supplement”; the New Ulm MLA,
as supplemented by the New Ulm First Supplement, the New Ulm Second Supplement, and the New Ulm Third Supplement, the “New
Ulm Loan Agreement”), providing for a term loan of up to $4,500,000;


 


WHEREAS, CoBank and Hutchinson Acquisition
Corp. (“Hutchinson”; and, together with New Ulm, and their successors, each a “Borrower”
and, collectively, the “Borrowers”) have entered into that certain Master Loan Agreement, dated as of
January 4, 2008 (as amended by that certain letter agreement, dated June 9, 2009, that certain letter agreement, dated September
14, 2009, by that certain letter agreement, dated March 25, 2011, and as the same may further be amended, modified, supplemented,
extended or restated from time to time, the “Hutchinson MLA”), that certain First Supplement to the Master
Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated from time
to time, the “Hutchinson First Supplement”), providing for a term loan of up to $29,700,000,
that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Hutchinson Second Supplement”), providing
for a revolving loan in an aggregate principal amount outstanding at any one time not to exceed $2,000,000, and that certain Third
Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified, supplemented, extended
or restated from time to time, the “Hutchinson Third Supplement”; the Hutchinson MLA, as supplemented
by the Hutchinson First Supplement, the Hutchinson Second Supplement and the Hutchinson Third Supplement, collectively, the “Hutchinson
Loan Agreement”; the Hutchinson Loan Agreement, together with the New Ulm Loan Agreement, collectively, the “Loan
Agreements”), providing for a term loan of up to $3,000,000;


 



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SECTION 8. The WHEREAS clauses of
the Guaranty are hereby amended by inserting the following as a new eighth WHEREAS clause:


 


WHEREAS, as an inducement to CoBank to
enter into the New Ulm Third Supplement and make the Loan provided for therein, the Guarantors have agreed to amend
this Guaranty and certain other Loan Documents as described in that certain Agreement Regarding Amendments to Loan Documents,
dated as of December 19, 2012;


 


SECTION 9. Section 2 of each Subsidiary
Guarantor Security Agreement is hereby amended by amending and restating such section to read in its entirety as follows:


 


SECTION 2. Obligations. The grant of the
security interest hereunder shall secure the following obligations (the “Obligations”): (i) the payment
and performance of all obligations of the Debtor, whether now existing or hereafter arising, under that certain Continuing Guaranty,
dated as of January 4, 2008, between the Debtor, certain other guarantors from time to time party thereto, and the Secured Party,
as amended by that certain Agreement Regarding Amendments to Loan Documents, dated as of December 19, 2012, and as the same may
further be amended, modified, supplemented, extended or restated from time to time (the “Guaranty”);
(ii) the payment and performance of all obligations of New Ulm Telecom, Inc. (“New Ulm”), whether now
existing or hereafter arising, under that certain Master Loan Agreement, dated as of January 4, 2008, between New Ulm and the Secured
Party, as amended by that certain letter agreement, dated March 27, 2009, that certain letter agreement, dated September 14, 2009,
that certain letter agreement, dated March 25, 2011, that certain letter agreement, dated May 2, 2012, and as the same may further
be amended, modified, supplemented, extended or restated from time to time (the “New Ulm MLA”), and all
other Loan Documents to which New Ulm is a party, including, without limitation, that certain First Supplement to the Master Loan
Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented, extended or restated from time to time
(the “New Ulm First Supplement”), that certain Second Supplement to the Master Loan Agreement, dated
as of January 4, 2008, as the same may be amended, modified, supplemented, extended or restated from time to time (the “New
Ulm Second Supplement”), and that certain Third Supplement to the Master Loan Agreement, dated as of December 19,
2012, as the same may be amended, modified, supplemented, extended or restated from time to time (the “New Ulm Third
Supplement” and, together with the New Ulm MLA, the New Ulm First Supplement and the New Ulm Second Supplement, the
“New Ulm Loan Agreement”), and the related Notes, as the same may be amended, modified, supplemented,
extended or restated from time to time; (iii) the payment and performance of all obligations of Hutchinson Telephone Company as
successor by merger to Hutchinson Acquisition Corp. (“Hutchinson”; and, together with New Ulm, the “Borrowers”),
whether now existing or hereafter arising, under that certain Master Loan Agreement, dated as of January 4, 2008, between Hutchinson
and the Secured Party, as amended by that certain letter agreement, dated June 9, 2009, that certain letter agreement, dated September
14,


 



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2009, by that certain letter agreement, dated
March 25, 2011, and as the same may further be amended, modified, supplemented, extended or restated from time to
time (the “Hutchinson MLA”), and all other Loan Documents to which Hutchinson is a party, including,
without limitation, that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be
amended, modified, supplemented, extended or restated from time to time (the “Hutchinson First Supplement”),
and that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified,
supplemented, extended or restated from time to time (the “Hutchinson Second Supplement”), and that certain
Third Supplement to the Master Loan Agreement, dated as of January 4, 2008, as the same may be amended, modified, supplemented,
extended or restated from time to time (the “Hutchinson Third Supplement”; and, together with the Hutchinson
MLA, the Hutchinson First Supplement and the Hutchinson Second Supplement, the “Hutchinson Loan Agreement”;
the Hutchinson Loan Agreement, together with the New Ulm Loan Agreement, the “Loan Agreements”), and
the related Notes, as the same may be amended, modified, supplemented, extended or restated from time to time; and (iv) the payment
of all other indebtedness and the performance of all other obligations of the Debtor or the Borrowers to the Secured Party of every
type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety,
acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement
or instrument they may be evidenced, including, without limitation, all loans, advances, Interest Rate Agreements provided by the
Secured Party and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements
between the parties.


 


SECTION 10. Subsection 8(H) of each
Subsidiary Guarantor Security Agreement is hereby amended by amending and restating such subsection to read in its entirety as
follows:


 


(H) Continuing Effect. This Security Agreement,
the security interest of the Secured Party, in the Collateral, and all other documents or instruments contemplated hereby shall
continue in full force and effect until all of the Obligations have been satisfied in full and each of the Guaranty, New Ulm MLA,
New Ulm First Supplement, New Ulm Second Supplement, New Ulm Third Supplement, and each other Supplement under the New Ulm MLA,
Hutchinson MLA, Hutchinson First Supplement, Hutchinson Second Supplement, Hutchinson Third Supplement and each other Supplement
under the Hutchinson MLA, the related Notes, and the other Loan Documents has been terminated in accordance with their respective
terms and any preference period applicable to payments made on or security given for the Obligations has expired under applicable
Law.


 


SECTION 11. The second, fourth and
sixth WHEREAS clauses of the Hutchinson Pledge Agreements are hereby amended by amending and restating such clauses to read in
their entirety as follows:


 



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WHEREAS, the Secured Party and Hutchinson
Acquisition Corp. (“Hutchinson”) have entered into that certain Master Loan Agreement, dated as of January
4, 2008 (as amended by that certain letter agreement, dated June 9, 2009, that certain letter agreement, dated September 14, 2009,
by that certain letter agreement, dated March 25, 2011, and as the same may further be amended, modified, supplemented, extended
or restated from time to time, the “Hutchinson MLA”), that certain First Supplement to the Master Loan
Agreement, dated as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated from time to time,
the “Hutchinson First Supplement”), providing for a term loan of up to $29,700,000 (the “Hutchinson
Term Loan”), that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same
may be amended, modified, supplemented, extended or restated from time to time, the “Hutchinson Second Supplement”,
providing for a revolving loan in an aggregate principal amount outstanding at any one time not to exceed $2,000,000 (the “Hutchinson
Revolver Loan”), and that certain Third Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as
the same may be amended, modified, supplemented, extended or restated from time to time, the “Hutchinson Third Supplement”;
and, together with the Hutchinson MLA, the Hutchinson First Supplement and the Hutchinson Second Supplement, the “Hutchinson
Loan Agreement”), providing for a term loan of up to $3,000,000 (the “Hutchinson Bridge Loan”);
and


 


WHEREAS, the Secured Party and New Ulm
have entered into that certain Master Loan Agreement, dated as of January 4, 2008 (as amended by that certain letter agreement,
dated March 27, 2009, that certain letter agreement, dated September 14, 2009, that certain letter agreement, dated March 25, 2011,
that certain letter agreement, dated May 2, 2012, and as the same may further be amended, modified, supplemented, extended or restated
from time to time, the “New Ulm MLA”), that certain First Supplement to the Master Loan Agreement, dated
as of January 4, 2008 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “New
Ulm First Supplement”), providing for a term loan of up to $15,000,000 (the “First New Ulm Term Loan”),
that certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “New Ulm Second Supplement”), providing for
a reducing revolving loan in an aggregate principal amount outstanding at any one time not to exceed $10,000,000 (the “New
Ulm Revolver Loan”), and that certain Third Supplement to the Master Loan Agreement, dated as of December 19, 2012
(as the same may be amended, modified, supplemented, extended or restated from time to time, the “New Ulm Third Supplement”
and, together with the New Ulm MLA, the New Ulm First Supplement and the New Ulm Second Supplement, the “New Ulm Loan
Agreement”; the New Ulm Loan Agreement together with the Hutchinson Loan Agreement, each a “Loan Agreement”
and, collectively, the “Loan Agreements”), providing for a term loan of up to $4,500,000 (the “Second
New Ulm Term Loan” and, together with the Hutchinson Term Loan, the Hutchinson Revolver Loan, the Hutchinson
Bridge Loan, the First New Ulm Term Loan and the New Ulm Revolver Loan, the “Loans”); and


 



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WHEREAS, as an inducement to the Secured
Party to enter into the Loan Agreements and to make the Loans provided for therein and to secure Hutchinson’s and New Ulm’s
obligations to the Secured Party under the Loan Agreements and the Pledgor’s obligations to the Secured Party under that
certain Continuing Guaranty, dated as of January 4, 2008 (as amended by that certain Agreement Regarding Amendments to Loan Documents,
dated as of December 19, 2012 (the “Amendment Agreement”), and as the same may further be amended, modified,
supplemented, extended or restated from time to time, the “Guaranty”), the Pledgor has agreed to pledge
to the Secured Party the hereinafter defined Pledged Collateral on the terms and conditions set forth in this Pledge Agreement;
and


 


SECTION 12. The WHEREAS clauses of
the Hutchinson Pledge Agreements are hereby amended by inserting the following as a new seventh WHEREAS clause:


 


WHEREAS, as
an inducement to CoBank to enter into the Third Supplement and to make the Loan provided for therein, the Pledgor has agreed to
amend this Pledge Agreement and certain other Loan Documents as described in the Amendment Agreement.


 


SECTION 13. The last paragraph of
Section 2 of the Hutchinson Pledge Agreements is hereby amended by amending and restating such paragraph to read in its entirety
as follows:


 


The lien and security interest granted hereunder
shall secure the following obligations (collectively, the “Secured Obligations”): (i) the payment and
performance of all obligations of Hutchinson and New Ulm under the Loan Agreements and any other Loan Document, including, without
limitation, the payment of all principal, interest and other amounts becoming due and payable under that certain Promissory Note,
dated January 4, 2008, made by Hutchinson to the Secured Party in the principal face amount of $29,700,000, as the same may be
amended, modified, supplemented, extended, restated, renewed or replaced from time to time; that certain Promissory Note, dated
January 4, 2008, made by Hutchinson to the Secured Party in the principal face amount of $2,000,000, as the same may be amended,
modified, supplemented, extended, restated, renewed or replaced from time to time; that certain Promissory Note, dated January
4, 2008, made by Hutchinson to the Secured Party in the principal face amount of $3,000,000, as the same may be amended, modified,
supplemented, extended, restated, renewed or replaced from time to time; that certain Promissory Note, dated January 4, 2008, made
by New Ulm to the Secured Party in the principal face amount of $15,000,000, as the same may be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time, that certain Promissory Note, dated January 4, 2008, made by New Ulm
to the Secured Party in the principal face amount of $10,000,000, as the same may be amended, modified, supplemented, extended,
restated, renewed or replaced from


 



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time to time, and that certain Promissory Note,
dated December 19, 2012, made by New Ulm to the Secured Party in the principal face amount of $4,500,000, as the same may be amended,
modified, supplemented, extended, restated, renewed or replaced from time to time; (ii) all payments or performances to be made
by the Pledgor under the Guaranty; (iii) all payments or performances to be made by the Pledgor, Hutchinson or New Ulm under all
other Loan Documents; (iv) the payment of all other indebtedness and the performance of all other obligations of the Pledgor, Hutchinson
and New Ulm to the Secured Party of every type and description, whether now existing or hereafter arising, fixed or contingent,
as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless
of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances,
Interest Rate Agreements provided by the Secured Party and other extensions of credit and all covenants, agreements, and provisions
contained in all loan and other agreements between the Pledgor, Hutchinson or New Ulm and the Secured Party parties; and (v) the
payment of any and all additional advances made or costs or expenses incurred by the Secured Party to protect or preserve the Pledged
Collateral or the security title, lien and security interest created hereby or for any other purpose provided herein (whether or
not the Pledgor remains the owner of the Pledged Collateral at the time such advances are made or costs or expenses are incurred).


 


SECTION 14. Appendix A of each Mortgage
is hereby amended by amending and restating part 1 of such Appendix describing the “Credit Agreements” referred to
in Section 1.01 of such Mortgage to read in its entirety as follows:


 


		1.	The “Credit Agreements” referred
to in Section 1.01 are as follows:



 


The Master Loan Agreement,
dated as of January 4, 2008, between New Ulm Telecom, Inc., as the borrower (the “Borrower”), and CoBank, ACB,
as the lender (the “Lender”), as amended by that certain letter agreement, dated March 27, 2009, that
certain letter agreement, dated September 14, 2009, that certain letter agreement, dated March 25, 2011, that certain letter agreement,
dated May 2, 2012, and as the same may further be amended, restated, supplemented or otherwise modified
from time to time, and as supplemented by (i) the First Supplement to the Master Loan Agreement, dated as of January 4, 2008, between
the Borrower and the Lender, as amended, restated, supplemented or otherwise modified from time to time, (ii) the Second Supplement
to the Master Loan Agreement, dated as of January 4, 2008, between the Borrower and the Lender, as amended, restated, supplemented
or otherwise modified from time to time, and (iii) the Third Supplement to the Master Loan Agreement, dated as of December 19,
2012, between the Borrower and the Lender, as amended, restated, supplemented or otherwise modified from time to time.


 



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The Promissory Note, dated January 4, 2008, made
by the Borrower to the Lender in the principal face amount of $15,000,000, as the same may be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time, the Promissory Note, dated January 4, 2008, made by the Borrower to
the Lender in the principal face amount of $10,000,000, as the same may be amended, modified, supplemented, extended, restated,
renewed or replaced from time to time, and the Promissory Note, dated December 19, 2012, made by the Borrower to the Lender in
the principal face amount of $4,500,000, as the same may be amended, modified, supplemented, extended, restated, renewed or replaced
from time to time.


 


The Master Loan Agreement,
dated as of January 4, 2008, between Hutchinson Telephone Company, as the borrower (as successor by merger to Hutchinson Acquisition
Corporation, the “Subsidiary Borrower”), and the Lender, as amended by that certain letter agreement,
dated June 9, 2009, that certain letter agreement, dated September 14, 2009, by that certain letter agreement, dated March 25,
2011, and as the same may further be amended, restated, supplemented or otherwise modified from time
to time, and as supplemented by (i) that certain First Supplement to the Master Loan Agreement, dated as of January 4, 2008, between
the Subsidiary Borrower and the Mortgagee, as amended, restated, supplemented or otherwise modified from time to time, (ii) that
certain Second Supplement to the Master Loan Agreement, dated as of January 4, 2008, between the Subsidiary Borrower and the Mortgagee,
as amended, restated, supplemented or otherwise modified from time to time, and (iii) that certain Third Supplement to the Master
Loan Agreement, dated as of January 4, 2008, between the Subsidiary Borrower and the Mortgagee, as amended, restated, supplemented
or otherwise modified from time to time.


 


The Promissory Note, dated January 4, 2008, made
by the Subsidiary Borrower to the Lender in the principal face amount of $29,700,000, as the same may be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time, the Promissory Note, dated January 4, 2008, made by the Subsidiary Borrower
to the Lender in the principal face amount of $2,000,000, as the same may be amended, modified, supplemented, extended, restated,
renewed or replaced from time to time, and the Promissory Note, dated January 4, 2008, made by the Subsidiary Borrower to the Lender
in the principal face amount of $3,000,000, as the same may be amended, modified, supplemented, extended, restated, renewed or
replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between the Borrower and the Lender, as amended by that certain Agreement Regarding Amendments to
Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between the Subsidiary Borrower and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 



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The Security Agreement,
dated as of January 4, 2008, between Western Telephone Company and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between Peoples Telephone Company and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between New Ulm Phonery, Inc. and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between New Ulm Cellular #9 and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between New Ulm Long Distance, Inc. and the Lender, as amended by that certain Agreement Regarding
Amendments to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between Hutchinson Telephone Company and the Lender, as amended by that certain Agreement Regarding
Amendments to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time.


 


The Security Agreement,
dated as of January 4, 2008, between Hutchinson Cellular, Inc. and the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 



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The Security Agreement,
dated as of January 4, 2008, between Hutchinson Telecommunications, Inc. and the Lender, as amended by that certain Agreement Regarding
Amendments to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time.


 


The Continuing Guaranty,
dated as of January 4, 2008, by the Borrower, the Subsidiary Borrower, Western Telephone Company, Peoples Telephone Company, New
Ulm Phonery, Inc., New Ulm Cellular #9, Inc., New Ulm Long Distance, Inc., Hutchinson Cellular, Inc. and Hutchinson Telecommunications,
Inc. in favor of the Lender, as amended by that certain Agreement Regarding Amendments to Loan Documents, dated as of December
19, 2012, and as the same may further be amended, modified, supplemented, extended, restated, renewed or replaced from time
to time.


 


The Stock Pledge Agreement,
dated as of January 4, 2008, by the Borrower in favor of the Lender, as amended by that certain Agreement Regarding Amendments
to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented, extended,
restated, renewed or replaced from time to time.


 


The Stock Pledge Agreement,
dated as of January 4, 2008, by the Subsidiary Borrower in favor of the Lender, as amended by that certain Agreement Regarding
Amendments to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time.


 


The Stock Pledge Agreement,
dated as of January 4, 2008, by Hutchinson Cellular, Inc. in favor of the Lender, as amended by that certain Agreement Regarding
Amendments to Loan Documents, dated as of December 19, 2012, and as the same may further be amended, modified, supplemented,
extended, restated, renewed or replaced from time to time.


 


All other Loan Documents to which the Borrower
or the Subsidiary Borrower is a party.

 

SECTION 15. Neither this Amendment
Agreement nor any prior amendment to the Loan Agreement or other Loan Documents shall constitute a novation of the Loan Agreement
or the other Loan Documents. The Loan Parties acknowledge and expressly agree that this Amendment Agreement is limited to the extent
expressly set forth herein and shall not constitute a modification of the Loan Agreement or any other Loan Documents or a course
of dealing at variance with the terms of the Loan Agreement or any other Loan Documents (other than as expressly set forth above)
so as to require further notice by CoBank, of its intent to require strict adherence to the terms of the Loan Agreement and the
other Loan Documents in the future. All of the terms, conditions, provisions and covenants of the Loan Agreement and the other
Loan Documents shall remain unaltered and in full force and effect except as expressly modified by this Amendment Agreement. The
Loan Agreement and each other Loan Document shall be deemed modified hereby solely to the extent necessary to effect the amendments
contemplated hereby.


 



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SECTION 16. All references to the
Borrower Security Agreement, the Borrower Pledge Agreement, the Guaranty, the Subsidiary Guarantor Security Agreements, the Hutchinson
Telephone Pledge Agreement and the Mortgages (collectively, the “Amended Documents”) in any of the Amended
Documents, or in any other documents, instruments or agreements executed or delivered in connection therewith, shall be deemed
a reference to such Amended Document as amended by this Amendment Agreement. Except as expressly provided in this Amendment Agreement,
the execution and delivery of this Amendment Agreement does not and will not amend, modify or supplement any provision of, or constitute
a consent to or a waiver of any noncompliance with the provisions of, the Loan Agreement or the other Loan Documents, and, except
as specifically provided in this Amendment Agreement, the Loan Agreement and the other Loan Documents shall remain in full force
and effect.


 


SECTION 17. Each of the Loan Parties
hereby represents and warrants to CoBank as follows:


 


		(a)	such entity has the right and power, and has taken all necessary
action to authorize it, to execute, deliver and perform this Amendment Agreement in accordance with its terms. This Amendment Agreement
has been duly executed and delivered by such entity and is a legal, valid and binding obligation of it, enforceable against it
in accordance with its terms;



 


		(b)	the execution, delivery and performance of this Amendment Agreement
in accordance with its terms do not and will not, by the passage of time, the giving of notice or otherwise, 



 


		(i)	require any governmental approval or violate any applicable Law relating
to such entity;



 


		(ii)	conflict with, result in a breach of or constitute a default under
the organizational documents of such entity, any material provision of any indenture, agreement or other instrument to which it
is a party or by which it or any of its properties may be bound or any governmental approval relating to it; or



 


		(iii)	result in or require the creation or imposition of any lien (except
as permitted by the Loan Agreement and the other Loan Documents) upon or with respect to any property now owned or hereafter acquired
by such entity; 



 


		(c)	that, after giving effect to the amendments set forth in this Amendment
Agreement, the representations and warranties of such entity set forth in the Loan Agreement and the other Loan Documents are true
and correct as of the date hereof as if made on the date hereof; and



 


		(d)	no Potential Default or Event of Default under the Loan Agreement
and the other Loan Documents has occurred and is continuing as of this date. 



 



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SECTION 18. The Borrower, as the maker
of the Borrower Security Agreement, the Borrower Pledge Agreement, the Guaranty and certain other Loan Documents, each Subsidiary
Guarantor, as the maker of the Guaranty, the Subsidiary Guarantor Security Agreements and certain other Loan Documents, and Hutchinson
Telephone, as the maker of the Hutchinson Telephone Pledge Agreement, hereby confirms and agrees that (a) each such document, as
amended hereby, as applicable, is and shall continue to be in full force and effect, and (b) the obligations secured by each such
document include any and all obligations of the Borrower to CoBank under the Loan Agreement.


 


SECTION 19. This Amendment Agreement
shall become effective as of its date. All obligations and rights of the Loan Parties and CoBank arising out of or relating to
the period commencing on the effective date hereof shall be governed by the terms and provisions of the Loan Agreement as amended
by this Amendment Agreement; the obligations of and rights of the Loan Parties and CoBank arising out of or relating to the period
prior to the date hereof shall continue to be governed by the Loan Agreement without giving effect to the amendments provided for
herein.


 


SECTION 20. The Borrower agrees to
pay CoBank, on demand, all out-of-pocket costs and expenses incurred by CoBank, including, without limitation, the reasonable fees
and expenses of counsel retained by CoBank, in connection with the negotiation, preparation, execution and delivery of this Amendment
Agreement and all other instruments and documents contemplated hereby.


 


SECTION 21. This Amendment Agreement
may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and
assigns, and all of which taken together shall constitute one and the same agreement.


 


SECTION 22. Except to the extent governed
by applicable federal law, this Amendment Agreement shall be governed by and construed in accordance with the laws of the Colorado,
without reference to choice of law doctrine.


 


 


 


 


 


 


 


[Signatures comment on following page.]


 


 



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IN WITNESS WHEREOF, the Loan Parties have caused
this Amendment Agreement to be executed and delivered, and CoBank has caused this Amendment Agreement to be executed and delivered,
each by their respective duly authorized officers as of the date first shown above.


 


 


	 	NEW ULM TELECOM, INC.
	 	as the Borrower
	 	 	 
	 	 	 
	 	By:	 
	 	 	Curtis Kawlewski
 Chief Financial Officer
	 	 	 
	 	 	 
	 	 	 
	 	HUTCHINSON TELEPHONE COMPANY, 
 NEW ULM LONG DISTANCE, INC.,
 NEW ULM CELLULAR #9, INC.,
 NEW ULM PHONERY, INC.,  
 PEOPLES TELEPHONE COMPANY,  
 WESTERN TELEPHONE COMPANY,  
 HUTCHINSON TELECOMMUNICATIONS, INC., and 
 HUTCHINSON CELLULAR, INC., 
	 	each as a Subsidiary Guarantor
	 	 	 
	 	 	 
	 	By:	 
	 	 	Curtis Kawlewski
 Chief Financial Officer


 


 


 


 


 


 


 


 


 


 


 


 


[Signatures continue on following page.]


 


 



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[Signatures continued from previous page.]


 


 


 


	 	COBANK, ACB
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Nick Heslip
 Vice President


 


 


 


 


 


 


 


 


 


 


 


 



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