NEW ULM TELECOM, INC. EXHIBIT 10.7 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.7  


EXECUTION COPY 




MLA No. RX0584 


MASTER LOAN AGREEMENT 


          THIS MASTER LOAN AGREEMENT (as the same may
be amended, modified, supplemented, extended or restated as provided herein
from time to time, this “Agreement”),
dated as of January 4, 2008, is made between COBANK,
ACB (“CoBank”)
and HUTCHINSON ACQUISITION CORP.,
a Minnesota corporation (the “Borrower”).



          WHEREAS, the parties hereto contemplate
that immediately upon the closing of this Agreement, the Borrower will merge
with and into Hutchinson Telephone Company (the “Merger”), with Hutchinson Telephone Company, being the
survivor of such Merger and having all rights and obligations of the Borrower
pursuant to the terms of this Agreement; 


          WHEREAS, from time to time CoBank may make
loans to the Borrower, and in order to reduce the amount of paperwork
associated therewith, CoBank and the Borrower would like to enter into a master
loan agreement; 


          NOW, THEREFORE, in consideration of the
foregoing, intending to be legally bound hereby, and in consideration of CoBank
making one or more loans to the Borrower, CoBank and the Borrower agree as
follows: 


          SECTION 1. Supplements. In the event the
Borrower desires to borrow from
CoBank and CoBank is willing to lend to the Borrower, or in the event CoBank
and the Borrower desire to consolidate any existing loans hereunder, the
parties will enter into a supplement to this Agreement (each supplement, as it
may be amended, modified, supplemented, extended or restated from time to time,
a “Supplement” and,
collectively, the “Supplements”).
Each Supplement will set forth CoBank’s commitment to make a loan or loans
(each, a “Loan” and,
collectively, the “Loans”)
to the Borrower, the amount of the Loan(s), the purpose of the Loan(s), the
interest rate or rate options applicable to the Loan(s), the repayment terms of
the Loan(s), and any other terms and conditions applicable to the Loan(s). Each
Loan will be governed by the terms and conditions contained in this Agreement
and in the Supplement and in the Note relating to that Loan. 


          SECTION 2. Availability. Advances under the
Loans will be made available on any day on which CoBank and the Federal Reserve
Banks are open for business (a “Business
Day”) upon the telephonic or written request of an authorized
employee of the Borrower. Requests for advances under the Loans must be
received no later than 12:00 noon Central time on the date the advance is
desired or at such earlier date and time as may be specified in the relevant Supplement.
Advances under the Loans will be made available by wire transfer of immediately
available funds. Wire transfers will be made to such account or accounts as may
be designated in writing by the Borrower. In taking actions upon telephonic
requests, CoBank shall be entitled to rely on (and shall incur no liability to
the Borrower in acting upon) any request made by a person identifying himself
or herself as one of the persons designated in writing by the Borrower to
request advances under a Delegation and Wire and Electronic Transfer
Authorization form 

















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with CoBank,
so long as any funds advanced are wired to an account previously designated in
writing by the Borrower. 


          SECTION 3. Notes and Payments. The
Borrower’s obligation to repay the Loans made under each Supplement shall be
evidenced by a promissory note in form and content acceptable to CoBank (such
notes, as they may be amended, modified, supplemented, extended, restated or
replaced from time to time, collectively, the “Notes”, and each a “Note”).
The Borrower is to make each payment which it is required to make under the
terms of this Agreement, each Supplement, each Note, any Interest Rate
Agreement (as hereinafter defined in this Section 3) provided by CoBank
and all security and other instruments and documents relating hereto and
thereto (this Agreement, the Supplements, the Notes, Interest Rate Agreements
provided by CoBank, and all such instruments and documents, including, without
limitation, all security and guarantee documents described in Section 5 of
this Agreement or any Supplement to this Agreement, as they may be amended
modified, supplemented, extended or restated from time to time, collectively,
at any time, the “Loan Documents”)
by wire transfer of immediately available funds, by check, or by automated
clearing house (ACH) or by other similar cash handling processes as specified
by separate agreement between the Borrower and CoBank. Wire transfers shall be
made to ABA No. [omitted] for advice to and credit of CoBank (or to such other
account as CoBank may direct by notice). The Borrower shall give CoBank
telephonic notice no later than 12:00 noon Central time of its intent to pay by
wire. Funds received by wire before 3:00 p.m. Central time shall be credited on
the day received and funds received by wire after 3:00 p.m. Central time shall
be credited on the next Business Day. Checks shall be mailed to CoBank, at
Department 167, Denver, Colorado 80291-0167 (or to such other place as CoBank
may direct by notice). Credit for payment by check will not be given until the
later of: (i) the day on which CoBank receives immediately available funds; or
(ii) the next Business Day after receipt of the check. If any date on which a
payment is due under any Loan Document is not a Business Day, then such payment
shall be made on the next Business Day and such extension of time shall be
included in the calculation of interest due. 


“Interest Rate Agreement” means any
interest rate swap, hedge, cap, collar or similar agreement or arrangement, in
form and content acceptable to CoBank, designed to protect the Borrower against
fluctuations in interest rates. 


          SECTION 4. Mandatory Repayments; Application.



                    (A)
Mandatory Repayments. The Borrower
shall repay the Loans as provided in this Subsection 4(A).


	
 

	
 


	
 

	
                    (1)
 Repayments from Insurance Proceeds. The Borrower
 shall repay the Loans in an amount equal to all Net Proceeds (as hereinafter
 defined in this Subsection 4(A)) received by the Borrower, any of its
 Subsidiaries (as hereinafter defined in this Subsection 4(A)), New Ulm
 Telecom, Inc. (the “Parent Guarantor”)
 or any of the Parent Guarantor’s Subsidiaries (the Borrower, its Subsidiaries,
 the Parent Guarantor, and the Parent Guarantor’s Subsidiaries, collectively,
 the “Loan Parties” and
 each a “Loan Party”) that
 are insurance proceeds from any Asset Disposition (as hereinafter defined in
 this Subsection 4(A)) to the extent that such proceeds are not used to
 repair or 





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replace the
 lost, damaged or destroyed asset or assets in the business of such Loan Party
 within 180 days of receipt by such Loan Party of such Net Proceeds. All such
 repayments shall be applied in accordance with Subsection 4(B) of this
 Agreement.


	
 

	
 


	
 

	
“Asset Disposition” shall mean the
 disposition, whether by sale, lease, transfer, loss, damage, destruction,
 condemnation or otherwise, by any Loan Party of any or all of such Loan
 Party’s assets, other than (a) bona fide sales of inventory to customers for
 fair value in the ordinary course of business, (b) dispositions of obsolete
 equipment not used or useful in the business of such Loan Party, or (c)
 dispositions of assets permitted under Subsection 9(E) of this
 Agreement.


	
 

	
 


	
 

	
“Net Proceeds” shall mean the cash
 proceeds received by any Loan Party from any Asset Disposition, debt or
 equity issuance (including insurance proceeds, awards of condemnation, and
 payments under notes or other debt securities received in connection with any
 Asset Disposition), net of (i) the reasonable costs of such sale, lease,
 transfer, issuance or other disposition (including taxes attributable to such
 sale, lease, transfer, issuance or other disposition) and (ii) amounts
 applied to repayment of Indebtedness (as hereinafter defined in Subsection
 8(I)(1) of this Agreement), other than Indebtedness outstanding
 hereunder, secured by a lien on the asset or property disposed.


	
 

	
 


	
 

	
“Subsidiary” or “Subsidiaries” shall mean, with
 respect to any entity, any corporation, partnership, association, limited
 liability company, joint venture or other business entity of which more than
 50% of the total voting power of shares of stock (or equivalent ownership or
 controlling interests) entitled (without regard to the occurrence of any
 contingency) to vote in the election of directors, managers or trustees
 thereof is at the time owned or controlled, directly or indirectly, by that
 entity or one or more Subsidiaries of that entity or any combination thereof.


	
 

	
 


	
 

	
                    (2)
Repayments from Asset Disposition.
 Immediately upon receipt by any Loan Party of Net Proceeds (other than
 insurance proceeds) from any Asset Disposition, the Borrower shall repay the
 Loans in an amount equal to such Net Proceeds. All such repayments shall be
 applied in accordance with Subsection 4(B) of this Agreement.


	
 

	
 


	
 

	
                    (3)
Repayments from Debt Incurrence or Equity
 Issuances. Immediately upon receipt by any Loan Party of Net
 Proceeds relating to the issuance by any Loan Party of any public or private
 debt (other than Indebtedness permitted under Subsection 9(A) of this
 Agreement) or any equity, Borrower shall repay the Loans in an amount equal
 to such Net Proceeds. All such repayments shall be applied in accordance with
 Subsection 4(B) of this Agreement.





                    (B)
Application of Mandatory Repayments; Payment of
Breakage Fees, Etc. All repayments made pursuant to Subsection
4(A) of this Agreement shall be applied first pro rata to all term Loans,
based upon the principal amount then outstanding, and then pro rata to all
revolving Loans, based upon the principal amount of the Commitments (as defined
in the Supplements evidencing the revolving Loans); provided, however,
that, all such repayments 

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made pursuant
to Subsection 4(A) of this Agreement by the Parent Guarantor or any of
the Parent Guarantor’s Subsidiaries, excluding the Borrower and its
Subsidiaries, shall be applied first to repay the outstanding principal balance
of Loan No. RX0583 evidenced by
that certain Master Loan Agreement, as it may be amended, restated,
supplemented or otherwise modified from time to time (the “Parent Guarantor MLA”), dated as of the
date hereof, between the Parent Guarantor and CoBank, as supplemented by that
certain First Supplement to the Master Loan Agreement, dated as of the date
hereof, between the Parent Guarantor and CoBank and by that certain Second
Supplement to the Master Loan Agreement, dated as of the date hereof, between
the Parent Guarantor and CoBank, as each may be amended, restated, supplemented
or otherwise modified from time to time (the “Parent Guarantor Supplements” and together with the Parent
Guarantor MLA, the “Parent Guarantor Loan”)
in accordance with Subsection 4(B) of the Parent Guarantor MLA; and provided,
further, however, that all repayments from the Net Proceeds of
the sale of the assets described on Schedule 9(E) shall be applied first
and only to the repayment of the term Loan outstanding under the Third
Supplement to the Master Loan Agreement, dated as of the date hereof, between
the Borrower and CoBank (the “Third
Supplement”) and the Borrower or its Subsidiary, as the case may
be, may retain any excess Net Proceeds of such sale following repayment in full
of such Loan. After the Parent Guarantor Loan has been paid off in full and all
revolving commitments pursuant thereto have been reduced in full, all
repayments made pursuant to Subsection 4(A) of this Agreement by the
Parent Guarantor or any of the Parent Guarantor’s Subsidiaries, including the
Borrower and its Subsidiaries, shall be applied to any Loan set forth in any
Supplement entered into under this Agreement in accordance with this Subsection
4(B). All term Loan repayments made pursuant to this Section 4 will
be applied to principal installments in the inverse order of their maturity and
to such portions or Portions (as defined in the Supplements evidencing the term
Loans) of the term Loans as CoBank shall specify, and all repayments on
revolving Loans will be applied to such portions or Portions (as defined in the
Supplements evidencing the revolving Loans) of the revolving Loans as CoBank shall
specify. The Commitments (as defined in the Supplements evidencing the
revolving Loans) also shall be permanently reduced to the extent and in the
amount that the Borrower is required, pursuant to this Section 4, to
apply mandatory repayments to be made pursuant to this Section 4 (whether or
not any advances are then outstanding and available to be repaid thereunder) to
revolving Loans, in the inverse order of the Commitment Adjustment Dates (as
such terms are defined in the Supplements evidencing the revolving Loans). All
reductions provided for in this Section 4 shall be in addition to any
voluntary reductions and all scheduled reductions and, accordingly, may result
in the termination of the Commitments prior to the Maturity Dates (as defined
in the Supplements evidencing the revolving Loans). All repayments required or
permitted hereunder shall be accompanied by payment of all applicable
Surcharges (as defined in the Supplements evidencing the Loans) and accrued
interest on the amount repaid.  


          SECTION 5. Security. The Borrower’s
obligations under the Loan Documents shall be secured by a statutory first lien
on all equity which the Borrower may now own or hereafter acquire or be
allocated in CoBank. In addition, the Borrower’s obligations under this
Agreement, the Supplements, the Notes, the Interest Rate Agreements provided by
CoBank and the other Loan Documents shall be secured as provided in the
Supplements, and shall be guaranteed as provided in the Supplements. The
Borrower agrees, and agrees to cause each 

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other Loan
Party to take such steps (including the execution of such instruments and
documents) as CoBank may from time to time reasonably require to enable CoBank
to obtain, perfect and maintain its security interests in such property as is
described in the Supplements. 


          SECTION 6. Conditions Precedent. 


                    (A)
Conditions to Initial Supplement. CoBank’s
obligation to extend credit under the initial Supplement is subject to the
conditions precedent that CoBank receive, in form and substance reasonably
satisfactory to CoBank, each of the following: 


	
 

	
 


	
 

	
                    (1)
This Agreement, Etc. A duly executed
 original of this Agreement and all instruments and documents contemplated
 hereby.


	
 

	
 


	
 

	
                    (2)
Delegation Form. A duly completed and
 executed original of a CoBank Delegation and Wire and Electronic Transfer
 Authorization form.


	
 

	
 


	
 

	
                    (3)
Security. (i) A duly executed copy of
 each of the security documents required by Section 8 of the First Supplement
 to the Master Loan Agreement, dated as of the date hereof, between the
 Borrower and CoBank (the “First
 Supplement”), by Section 8 of the Second Supplement to the
 Master Loan Agreement, dated as of the date hereof, between the Borrower and
 CoBank (the “Second Supplement”)
 and by Section 8 of the Third Supplement, and (ii) such evidence as CoBank
 shall require that all steps required by CoBank to obtain and perfect its
 lien on the security have been taken and that such lien has the priority
 contemplated by this Agreement.


	
 

	
 


	
 

	
                    (4)
Corporate Structure. Evidence of
 satisfactory corporate and capital structure of the Loan Parties, to be
 determined in CoBank’s reasonable discretion.


	
 

	
 


	
 

	

                    (5)
Discharge of Indebtedness. Evidence
satisfactory to CoBank of the repayment of all existing Indebtedness of the
Loan Parties, and the release of all related liens upon the receipt of funds from
the Loans, except as permitted in Subsection 9(A) of this Agreement. 


	
 

	
 


	
 

	
                    (6)
Origination Fee. Payment by the
 Borrower, on the Closing Date (as defined in Section 3 of the First
 Supplement), of a non-refundable origination fee in the amount of $121,875.


	
 

	
 


	
                    (B)
Conditions to Each Supplement.
 CoBank’s obligations, if any, to extend credit under, each Supplement,
 including the initial Supplement, is subject to the conditions precedent that
 CoBank receives, in form and content reasonably satisfactory to CoBank, each
 of the following:


	
 

	
 


	
 

	
                    (1)
Supplement. A duly executed original
 of such Supplement, the Note relating thereto, and all other instruments and
 documents contemplated by such Supplement.




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                    (2)
Evidence of Authority. Such certified
 board resolutions, evidence of incumbency, and other evidence that CoBank may
 require that the Supplement, the Note relating thereto and all other
 instruments and documents executed in connection therewith, and, in the case
 of the initial Supplement, this Agreement and all instruments and documents
 executed in connection herewith, have been duly authorized and executed.


	
 

	
 


	
 

	
                    (3)
Consents and Approvals. Such evidence
 as CoBank may reasonably require that all required regulatory and other
 consents and approvals have been obtained and are in full force and effect.


	
 

	
 


	
 

	
                    (4)
Fees and Other Charges. Payment of
 all fees and other charges provided for herein or in such Supplement which
 are due.


	
 

	
 


	
 

	

                    (5)
Insurance. Such evidence as CoBank
may require that Loan Parties are in compliance with Subsection 8(D) of this Agreement.  


	
 

	
 


	
 

	
                    (6)
Evidence of Perfection. Such evidence
 as CoBank may require that CoBank has a duly perfected first-priority
 security interest in all collateral contemplated by this Agreement and the
 Supplement.


	
 

	
 


	
 

	
                    (7)
Opinions of Counsel. Opinions of
 counsel (who shall be reasonably acceptable to CoBank) to the Borrower and
 any other party to the Loan Documents (other than CoBank) relating to such
 Supplement reasonably acceptable to CoBank.


	
 

	
 


	
                    (C)
Conditions to Each Advance. CoBank’s
 obligation under each Supplement to make any Loan or advance to the Borrower
 thereunder is subject to the further conditions set forth in such Supplement
 and the following conditions precedent:


	
 

	
 


	
 

	
                    (1)
Representations and Warranties. That
 the representations and warranties of the Borrower and any other party to any
 Loan Document (other than CoBank) contained in this Agreement, any Supplement
 and any other Loan Document be true and correct in all material respects on
 and as of the date of such advance, as though made on and as of such date
 (and the request for each Loan or advance shall be deemed a remaking of such
 representations and warranties as of such date by such parties).


	
 

	
 


	
 

	

                    (2)
Events of Default. That no Event of
Default (as defined in Section 10 of this Agreement) or event which solely
with the giving of notice and/or the passage of time could reasonably be
expected to become an Event of Default hereunder (a “Potential Default”), shall have
occurred and be continuing.  


	
 

	
 


	
 

	
                    (3)
Other Information. That CoBank
 receive such other information regarding the condition, financial or
 otherwise, and operations of the Borrower and any other party to any Loan
 Document (other than CoBank) as CoBank shall reasonably




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request and
 such other opinions, certificates or documents as CoBank shall reasonably
 request.





          SECTION 7. Representations and Warranties. The
execution by the Borrower of each Supplement and each request for an advance
thereunder constitutes a representation and warranty to CoBank that: 


                    (A)
Application. Each representation and
warranty and all other information set forth in any application or other
document submitted in connection with, or to induce CoBank to enter into, such
Supplement is correct in all material respects as of the date of the Supplement
or request for advance, except for representations and warranties that are
date-specific, which shall be correct in all material respects as of the
reference date. 


                    (B)
Disclosure. No representation or
warranty of the Borrower contained in this Agreement, the financial statements
referred to in Subsection 7(F) of this Agreement, any other document,
certificate or written statement furnished to CoBank by or on behalf of any
Loan Party for use in connection with the Loan Documents contains any untrue
statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. 


                    (C)
Organization; Powers; Etc. Each Loan
Party (i) is duly incorporated, organized, or formed (as applicable), validly
existing, and in good standing under the laws of its state of incorporation,
organization or formation (as applicable); (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the character of
its properties or the nature of its business requires such qualification unless
the failure to so qualify will not have a Material Adverse Effect (as
hereinafter defined); (iii) has all requisite legal and corporate, partnership
or limited liability company power (as applicable) to own and operate its
assets and to carry on its business and to enter into and perform its
obligations under the Loan Documents to which it is a party; and (iv) has duly
and lawfully obtained and maintained all licenses, certificates, permits,
authorizations, approvals, and the like which are necessary in the conduct of
its business, or which may be otherwise required by law, which if not obtained
and maintained, could have a Material Adverse Effect (as hereinafter defined). 


“Material Adverse Effect” means a
material adverse effect upon (a) the condition (financial or otherwise),
operations, properties or business of any Loan Party or any guarantor of the
Borrower’s obligations hereunder, or (b) the ability of any Loan Party to
perform its obligations under the Loan Documents or any guarantor of the
Borrower’s obligations hereunder to which it is a party.


                    (D)
Due Authorization; No Violations; Etc.
The execution and delivery by each Loan Party of, and the performance by each
Loan Party of its obligations under, the Loan Documents to which it is a party
have been duly authorized by all requisite corporate, partnership or limited
liability company action (as applicable) and do not and will not (i) violate
its articles or certificate of incorporation, articles or certificate of
organization or articles or certificate of formation (as applicable), its
bylaws, partnership agreement or operating agreement (as

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applicable),
any provision of any law, rule or regulation, any judgment, order or ruling of
any court or Governmental Authority (as hereinafter defined in Section 18
of this Agreement) any agreement or any indenture, mortgage, or other
instrument to which any Loan Party is a party or by which any Loan Party or any
of their respective properties are bound, or (ii) be in conflict with, result
in a breach of, or constitute with the giving of notice or lapse of time, or
both, a default under any such agreement, indenture, mortgage, or other
instrument. All actions on the part of the shareholders, partners or members
(as applicable) of each Loan Party necessary in connection with the execution
and delivery by each Loan Party of, and the performance by each Loan Party of
their respective obligations under, the Loan Documents to which it is a party
have been taken and remain in full force and effect. 


                    (E)
Binding Agreement. Each of the Loan
Documents to which any Loan Party is a party is, or when executed and delivered
will be, the legal, valid, and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with its terms, subject only
to limitations on enforceability imposed by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors’
rights generally, and (ii) general equitable principles. 


                    (F)
Financial Statements, Budgets, Projections, Etc.
All financial statements of any entity submitted to CoBank in connection with,
or to induce CoBank to enter into, this Agreement or any Supplement fairly and
fully present the financial condition of such entity in all material respects
and the results of such entity’s operations for the periods covered thereby,
and are prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied,
except, in
the case of any unaudited financial statements, the omission of footnotes and,
in the case of any interim financial statements, the omission of footnotes and
normal year-end adjustments. As of the date of such financial statements, there
were no material liabilities of such entity, fixed or contingent, not reflected
in such financial statements or the notes thereto. Since the date of such
financial statements, there has been no material adverse change in the
financial condition or operations of such entity. All budgets, projections,
feasibility studies, and other documentation submitted by any Loan Party to
CoBank in connection with, or to induce CoBank to enter into, such Supplement
are based upon assumptions that are reasonable and realistic, and as of the
date of such Supplement or request for advance, no fact has come to light, and
no event or transaction has occurred, which would cause any such assumption not
to be reasonable or realistic.


                    (G)
Consents and Approvals. Except as
contemplated in Section 18 of this Agreement, no consent, permission,
authorization, order or license of any Governmental Authority or of any party
to any agreement to which any Loan Party is a party or by which it or any of
its respective property may be bound or affected, is necessary at the time this
representation is being made or remade in connection with the project,
acquisition or other activity being financed by such Supplement, the execution,
delivery, performance or enforcement of the Loan Documents or the creation and
perfection of the liens and security interests granted thereby, except as such
have been obtained and are in full force and effect or which are required in
connection with the enforcement of or exercise of remedies under any Loan
Document.

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                    (H)
Compliance. Each Loan Party is in
compliance with all of the terms of the Loan Documents to which it is a party
and no Event of Default or Potential Default exists. 


                    (I)
Compliance with Laws. Each Loan Party
is in compliance in all material respects with all laws, rules, regulations,
ordinances, codes, orders, and the like (collectively, “Laws”), the failure to comply with
which could reasonably be expected to have a Material Adverse Effect. 


                    (J)
Environmental Compliance. Without
limiting the provisions of Subsection 7(I) of this Agreement, other than
as disclosed on Schedule 7(J) to this Agreement, all property owned or
leased by any of the Loan Parties and all operations conducted by them are in
compliance in all material respects with all Laws relating to environmental
protection, the failure to comply with which could have a Material Adverse
Effect. 


                    (K)
Litigation. There are no pending legal,
arbitration, or governmental actions or proceedings to which any Loan Party is
a party or to which any their respective properties are subject which, if
adversely determined, could have a Material Adverse Effect, and to the best of
the Borrower’s knowledge, no such actions or proceedings are threatened or contemplated.



                    (L)
Principal Place of Business; Records.
The principal place of business and chief executive office of the Borrower and
the place where the records required by Subsection 8(F) of this
Agreement are kept is at the address of the Borrower shown in Section 15
of this Agreement. 


                    (M)
Employee Benefit Plans. Each Loan Party
is in compliance in all material respects with the applicable provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and
published interpretations thereunder, the failure to comply with which could
have a Material Adverse Effect.


                    (N)
Taxes. Each Loan Party has filed or
caused to be filed prior to delinquency all federal, state and local tax
returns that are required to be filed, and has paid and shall continue to pay
when due all taxes as shown on such returns, and has paid and shall continue to
pay when due all other taxes, assessments and governmental charges or levies
upon it and its property, income, profits and assets which are due and payable,
except where the payment of such tax, assessment, government charge or
levy is being contested in good faith and by appropriate proceedings and
adequate reserves in compliance with GAAP have been set aside on such Loan
Party’s books therefor. 


                    (O)
Investment Company Act. No Loan Party
is an “investment company” as that term is defined in, or is otherwise subject
to regulation under, the Investment Company Act of 1940, as amended. 


                    (P)
Use of Proceeds. The funds to be
borrowed under this Agreement and each Supplement will be used only as
contemplated thereby. No part of such funds will be used

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to purchase
any “margin securities” or otherwise in violation of the regulations of the
Federal Reserve System. 


                    (Q)
Subsidiaries. The Loan Parties have no Subsidiaries
other than as set forth on Schedule 7(Q) to this Agreement. The Loan
Parties are the registered and beneficial owners of the specified percentage of
the shares of issued and outstanding capital stock or other equity interests of
each of the Subsidiaries as set forth on Schedule 7(Q), which stock and
other equity interests are owned free and clear of all liens (other than liens
and security interests permitted by Subsection 9(B) of this Agreement),
warrants, options, rights to purchase, rights of first refusal and other
interests of any person other than CoBank. The stock or other equity interests
of each such Subsidiary has been duly authorized and validly issued and is
fully paid and non-assessable. 


                    (R)
Licenses; Permits; Etc. Each Loan Party
is the valid holder of all franchises, licenses, certificates, permits,
authorizations, approvals and the like which are material to the conduct of its
business or which may be required by law, including, without limitation, all
licenses and permits of the Federal Communications Commission (the “FCC”), the Minnesota Public Utilities
Commission (the “PUC”) and
the public utility commissions of any other states in which any Loan Party
operates, and all such franchises, licenses, certificates, permits,
authorizations, approvals, and the like are in full force and effect. 


                    (S)
Credit Agreements, Etc. Set forth on Schedule
7(S) hereto is a complete and correct list of all loan agreements,
incentives, guarantees, material contingent liabilities, Capital Leases (as
defined in Subsection 8(I) of this Agreement), and other credit
agreements (including agreements for the issuance of letters of credit) in
effect on the date of this Agreement in respect of which any Loan Party is in
any manner directly or contingently obligated to any party other than CoBank,
taking into account the use of the proceeds of the Loans. 


                    (T)
Title to Properties. Each Loan Party
has such title or leasehold interest in and to the real property owned or
leased by it as is necessary or desirable to the conduct of its business and
valid and legal title or leasehold interest in and to all of its personal
property, including those reflected on the financial statements of the Borrower
delivered pursuant to Subsection 8(H) of this Agreement, except those
which have been disposed of by a Loan Party subsequent to such date which
dispositions have been in the ordinary course of business or as otherwise
expressly permitted hereunder. 


                    (U)
Material Contracts. Each Loan Party has
performed all of its material obligations under all Material Contracts (as
hereinafter defined in this Subsection 7(U)) and, to the best knowledge
of such Loan Party, each other party thereto is in compliance with each such
Material Contract. Each such Material Contract is in full force and effect in
accordance with the terms thereof. The Borrower has made available a true and
complete copy of each such Material Contract for inspection by CoBank. 


“Material Contract” means (a) any
contract or any other agreement, written or oral, of any Loan Party involving
monetary liability of or to any such person in an amount in excess of $250,000
per annum and (b) any other contract or agreement, written or oral, of any Loan
Party

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MLA No. RX0584 


the failure to
comply with which could reasonably be expected to have a Material Adverse
Effect; provided, however, that any contract or agreement which is terminable
by a party other than any Loan Party without cause upon notice of 90 days or
less shall not be considered a Material Contract.


                    (V)
Intellectual Property. Each Loan Party
owns, or possesses through valid licensing arrangements, the right to use all
patents, copyrights, trademarks, trade names, service marks, technology
know-how and processes used in or necessary for the conduct of its business as
currently or anticipated to be conducted (collectively, the “Intellectual Property Rights”) without
infringing upon any validly asserted rights of others. No event has occurred
which permits, or after notice or lapse of time or both would permit, the
revocation or termination of any such rights. No Loan Party has been threatened
with any litigation regarding Intellectual Property Rights that would present a
material impediment to the business of any such person. 


                    (W)
Liens. The property of each Loan Party
is subject to no lien, security interest or other encumbrance except as
permitted pursuant to Subsection 9(B) of this Agreement. 


          SECTION 8. Affirmative Covenants. Unless
otherwise agreed to in writing by CoBank, while this Agreement is in effect,
the Borrower will, and will cause each other Loan Party to: 


                    (A)
Existence, Licenses. Etc. (i) Preserve
and maintain in full force and effect its existence and good standing in the
jurisdiction of its incorporation, organization or formation (as applicable);
(ii) qualify and remain qualified to transact business in all jurisdictions
where such qualification is required by applicable Laws unless the failure to
so qualify will not have a Material Adverse Effect; and (iii) obtain and
maintain all licenses, franchises, certificates, permits, authorizations,
approvals and the like, which if not obtained and maintained, could reasonably
be expected to have a Material Adverse Effect. 


                    (B)
Compliance with Laws and Agreements.
Comply in all material respects with (i) all Laws, the failure to comply with
which could reasonably be expected to have a Material Adverse Effect, and (ii)
all agreements, indentures, mortgages, and other instruments to which any Loan
Party is a party or by which it or any of its property is bound, the failure to
comply with which could have a Material Adverse Effect. 


                    (C)
Compliance with Environmental Laws.
Without limiting the provisions of Subsection 8(B) of this Agreement,
comply in all material respects with, and cause all persons occupying or
present on any properties owned or leased by it to so comply with, all Laws
relating to environmental protection, the failure to comply with which could
have a Material Adverse Effect. 


                    (D)
Insurance. Maintain insurance with
insurance companies or associations reasonably acceptable to CoBank in such
amounts and covering such risks as are usually carried by companies engaged in
the same business and similarly situated, and make such increases in the type
or amount of coverage as CoBank may reasonably request. All such policies
insuring

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MLA No. RX0584 


any collateral
for the Borrower’s obligations to CoBank shall have lender or mortgagee loss
payable clauses or endorsements in form and substance reasonably acceptable to
CoBank. Such proceeds shall be applied to the extent applicable as provided in
the Loan Documents governing such collateral. At CoBank’s request, the Borrower
agrees to deliver to CoBank such proof of compliance with this Subsection
8(D) as CoBank may reasonably require. 


                    (E)
Property Maintenance. Maintain and
preserve all of its property and each and every part and parcel thereof that is
necessary to or useful in the ordinary conduct of its business in good repair,
working order, and condition, ordinary wear and tear excepted, and in
compliance in all material respects with all applicable Laws, and make all
alterations, replacements, and improvements thereto as may from time to time be
necessary in order to ensure that its properties remain in good working order
and condition and compliance. The Borrower agrees that upon the occurrence and
continuing existence of an Event of Default, at CoBank’s request, the Borrower
will furnish to CoBank, at the Borrower’s own expense, a report on the
condition of any Loan Party’s property prepared by a professional reasonably
satisfactory to CoBank. 


                    (F)
Books and Records. Keep adequate
records and books of account in which complete and accurate entries will be
made in accordance with GAAP consistently applied. 


                    (G)
Inspection. Permit CoBank or its
representatives, upon reasonable notice and during normal business hours or at
such other times as the parties may agree, to examine any Loan Party’s
properties, books, and records, and to discuss any Loan Party’s affairs,
finances, and accounts, with any Loan Party’s officers, directors, employees,
and independent certified public accountants. 


                    (H)
Reports and Notices. Furnish, or cause
to be furnished, to CoBank: 


	
 

	
 


	
 

	
                    (1)
Annual Financial Statements. As soon
 as available, but in no event later than 120 days after the end of each
 fiscal year of the Borrower occurring during the term hereof, annual,
 audited, consolidated financial statements of each of the Borrower and the
 Parent Guarantor prepared in accordance with GAAP consistently applied and in
 a format that demonstrates any accounting or formatting change that may be
 required by the various jurisdictions in which the business of the Borrower,
 the Parent Guarantor and their Subsidiaries is conducted (to the extent not
 inconsistent with GAAP). Such financial statements shall: (i) be audited by
 independent, nationally recognized, certified public accountants selected by
 the Borrower or the Parent Guarantor and reasonably acceptable to CoBank;
 (ii) be accompanied by a report of such accountants containing an unqualified
 opinion thereon acceptable to CoBank; (iii) be prepared in reasonable detail,
 and in comparative form; and (iv) include a balance sheet, a statement of income,
 a statement of stockholders’ equity, a statement of cash flows, and all notes
 and schedules relating thereto. 


	
 

	
 


	
 

	
                    (2)
Quarterly Financial Statements. As
 soon as available but in no event later than 60 days after the end of each of
 the first three fiscal quarters of each




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MLA No. RX0584 


	
 

	
 


	
 

	
fiscal year
 of the Borrower occurring during the term hereof, unaudited quarterly
 consolidated and financial statements of each of the Borrower and the Parent
 Guarantor, in each case prepared in accordance with GAAP consistently applied
 (except for the omission of footnotes and for the effect of normal year-end
 audit adjustments) and in a format that demonstrates any accounting or
 formatting change that may be required by various jurisdictions in which the
 business of the Borrower, the Parent Guarantor and their Subsidiaries is
 conducted (to the extent not inconsistent with GAAP). Each of such financial
 statements shall (i) be prepared in reasonable detail and in comparative
 form, including a comparison of actual performance to the budget for such
 quarter and year-to-date, delivered to CoBank under Subsection 8(H)(3)
 of this Agreement, and (ii) include a balance sheet, a statement of income for
 such quarter and for the period year-to-date, and such other quarterly
 statements as CoBank may specifically request which quarterly statements
 shall include any and all supplements thereto.


	
 

	
 


	
 

	
                    (3)
Budget. As soon as reasonably available,
 but in no event later than 90 days after the beginning of each fiscal year of
 the Borrower occurring during the term hereof, Board and management approved
 operating and capital assets budgets of the Borrower and its Subsidiaries for
 such fiscal year.


	
 

	
 


	
 

	
                    (4)
Notice of Default. Promptly after
 becoming aware thereof, notice of (i) the occurrence of any Potential Default
 or Event of Default under any of the Loan Documents; and (ii) the occurrence
 of any breach, default, event of default, or other event or the occurrence of
 any other condition which with the giving of notice or lapse of time, or
 both, could become a breach, default, or event of default under any
 agreement, indenture, mortgage, or other instrument (other than the Loan
 Documents) to which it is a party or by which it or any of its property is
 bound or affected the occurrence of which could reasonably be expected to
 have a Material Adverse Effect; provided, however, that the
 failure to give such notice shall not affect the right and power of CoBank to
 exercise any and all of the remedies specified herein.


	
 

	
 


	
 

	
                    (5)
Notice of Non-Environmental Litigation.
 Promptly after the commencement thereof, notice of the commencement of all
 actions, suits, or proceedings before any Governmental Authority affecting
 any Loan Party which, if determined adversely, could reasonably be expected
 to have a Material Adverse Effect.


	
 

	
 


	
 

	
                    (6)
Notice of Environmental Litigation.
 Without limiting the provisions of Subsection 8(H)(5) of this
 Agreement, promptly after receipt thereof, notice of the receipt of all
 pleadings, orders, complaints, indictments, or any other communication
 alleging a condition that may require any Loan Party to undertake or to
 contribute to a cleanup or other response under all Laws relating to
 environmental protection, or which seek penalties, damages, injunctive
 relief, or criminal sanctions related to alleged violations of such Laws, or
 which claim personal injury or property damage to any person as a result of
 environmental factors or conditions.


	
 

	
 


	
 

	
                    (7)
Regulatory and Other Notices.
 Promptly after filing, receipt or becoming aware thereof, copies of any
 filings or communications sent to and notices or




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MLA No. RX0584 


	
 

	
 


	
 

	
other
 communications received by any Loan Party from any Governmental Authority,
 including, without limitation, the Securities and Exchange Commission, the
 FCC, the PUC, or any other state utility commission relating to any material
 noncompliance by such Loan Party with any Laws or with respect to any matter
 or proceeding the effect of which, if adversely determined, could have a
 Material Adverse Effect.


	
 

	
 


	
 

	
                    (8)
Material Adverse Change. Promptly
 after becoming aware thereof, notice of any matter which has had or could
 reasonably be expected to have a Material Adverse Effect.


	
 

	
 


	
 

	
                    (9)
Compliance Certificates. Concurrently
 with each statement required to be furnished pursuant to Subsection
 8(H)(1) or 8(H)(2) of this Agreement, a compliance certificate in
 the form attached hereto as Exhibit A executed by the chief financial
 officer of the Borrower.


	
 

	
 


	
 

	
                    (10)
Management Letters. Promptly after
 receipt thereof, a copy of any management letters submitted to any Loan Party
 by its independent certified public accountants.


	
 

	
 


	
 

	
                    (11)
ERISA Reportable Events. Within 30
 days after it becomes aware of the occurrence of any Reportable Event (as
 defined in Section 4043 of ERISA) applicable to any Loan Party, a statement
 describing such Reportable Event and the actions it proposes to take in
 response to such Reportable Event.


	
 

	
 


	
 

	
                    (12)
Other Information. Such other information
 regarding the condition, financial or otherwise, or operations of any Loan
 Party as CoBank may, from time to time, reasonably request.





                    (I)
Financial Covenants. All of the
following financial covenants shall, except as expressly provided otherwise, be
determined on a consolidated basis and in accordance with GAAP consistently
applied:


	
 

	
 


	
 

	
                    (1)
Total Leverage Ratio. The Borrower
 shall maintain at all times, measured and reported on a consolidated basis as
 of the last day of each fiscal quarter, a Total Leverage Ratio (as
 hereinafter defined in this Subsection 8(I)(1)) less than or equal to
 the ratio set forth opposite the period identified below:








	
 

	
 

	
 

	
 

	
 


	
 

	
Period

	
 

	
 

	
Total Leverage Ratio


	
 

	 

	
 

	
 

	 


	
 


	
March 31, 2008 through December 31, 2008

	
 

	
5.75:1.00


	
 

	
 

	
 


	
January 1, 2009 through December 31, 2009

	
 

	
5.50:1.00


	
 

	
 

	
 


	
January 1, 2010 through December 31, 2010

	
 

	
5.00:1.00


	
 

	
 

	
 


	
January 1, 2011 through December 31, 2011

	
 

	
4.75:1.00


	
 

	
 

	
 


	
January 1, 2012 through December 31, 2012

	
 

	
4.25:1.00


	
 

	
 

	
 




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January 1, 2013 through December 31, 2013

	
 

	
4.00:1.00


	
 

	
 

	
 

	
 

	
 


	
January 1, 2014 and thereafter

	
 

	
3.50:1.00








	
 

	
 


	
 

	
“Total Leverage Ratio” means the ratio
derived by dividing (i) Indebtedness (as hereinafter defined in this Subsection
8(I)(1)) on the date of the calculation by (ii) EBITDA (as
hereinafter defined in this Subsection 8(I)(1)) for the then most
recently completed four fiscal quarters; provided, that (a) for the fiscal quarter
ending March 31, 2008, EBITDA shall be calculated for the then most recently
completed fiscal quarter multiplied by four, (b) for the fiscal
quarter ending June 30, 2008, EBITDA shall be calculated for the then most
recently completed two fiscal quarters multiplied by two, and
(c) for the fiscal quarter ending September 30, 2008, EBITDA shall be
calculated for the then most recently completed three fiscal quarters multiplied
by 1.33.  


	
 

	
 


	
 

	
“Indebtedness” means the sum of (i)
 obligations for borrowed money, including the principal amount of any
 outstanding Loans, (ii) obligations representing the deferred purchase price
 of property or services other than accounts payable arising in connection
 with the purchase of goods or services on terms customary in the trade and
 not outstanding more than 90 days unless contested in good faith, (iii)
 obligations, whether or not assumed, secured by liens or a pledge of or an
 encumbrance on the proceeds or production from property now or hereafter
 owned or acquired, (iv) obligations which are evidenced by notes, bonds,
 debentures, acceptances or other instruments, (v) net termination obligations
 under Interest Rate Agreements not hedging Borrower’s interest rate under the
 Loans, calculated as of any date of calculation as if such agreements or
 arrangements were terminated as of such date, (vi) that portion of any
 obligation with respect to leases of real or personal property which is
 required to be capitalized under GAAP or which is treated as operating leases
 under regulations applicable to them but which otherwise would be required to
 be capitalized under GAAP (each a “Capital
 Lease”), (vii) the net present value of future extraordinary
 executive compensation, and (vii) obligations with respect to principal under
 guarantees and other contingent obligations with respect to the payment of
 money, whether or not due and payable. 


	
 

	
 


	
 

	
“EBITDA” means the sum of (i) consolidated
net income, or deficit, as the case may be (excluding extraordinary gains and
losses and the write up of any asset), plus (ii) the following items,
to the extent deducted in determining consolidated net income: (a) total
interest expense (including non-cash interest), (b) provision for income
taxes, (c) depreciation and amortization expenses, (d) unrealized losses on
financial derivatives recognized in accordance with SFAS No. 133, (e)
extraordinary executive compensation, minus (iii) the following items,
to the extent included in determining consolidated net income: (x) unrealized
gains on financial derivatives recognized in accordance with SFAS No. 133,
(y) interest, dividend and patronage income, and (z) income from
unconsolidated subsidiaries, partnerships and joint ventures. EBITDA shall be
measured for the then most recently completed four fiscal quarters, adjusted
to give effect to any acquisition, sale or other disposition, directly or
through a subsidiary, of any operation or business (or any  




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Master Loan
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MLA No. RX0584 


	
 

	
 


	
 

	
portion
 thereof) during the period of calculation as if such acquisition, sale or
 other disposition occurred on the first day of such period of calculation.


	
 

	
 


	
 

	
                    (2)
Debt Service Coverage Ratio. The
 Borrower shall maintain at all times, measured and reported on a consolidated
 basis as of the last day of each fiscal quarter, a Debt Service Coverage
 Ratio (as hereinafter defined in this Subsection 8(I)(2)) equal to or
 greater than the ratio set forth opposite the period identified below: 








	
 

	
 

	
 

	
 

	
 


	
 

	
Periods

	
 

	
 

	
Debt Service Coverage Ratio


	
 

	 

	
 

	
 

	 


	
 


	
March 31, 2008 through December 31, 2010

	
 

	
2.50:1.00


	
January 1, 2011, and thereafter

	
 

	
1.25:1.00








	
 

	
 


	
 

	
“Debt Service Coverage Ratio” means
 the ratio derived by dividing (i) the total of: (a) EBITDA plus
 (b) cash interest, dividends and patronage income minus (c) cash
 income taxes by (ii) the sum of: (y) all principal payments scheduled
 (as opposed to mandatory repayments pursuant to Section 4 of this
 Agreement or any voluntary prepayments) to be made on Indebtedness (or
 scheduled reductions in commitments on lines of credit to the extent such
 reductions would cause the repayment of principal amounts then outstanding
 under such lines) plus (z) cash interest expense, each for the then
 most recently completed four fiscal quarters; provided that (i) for
 the fiscal quarter ending March 31, 2008, each item shall be calculated for
 the then most recently completed fiscal quarter, (ii) for the fiscal quarter
 ending June 30, 2008, each item shall be calculated for the then most
 recently completed two fiscal quarters, and (iii) for the fiscal quarter
 ending September 30, 2008, each item shall be calculated for the then most
 recently completed three fiscal quarters.


	
 

	
 


	
 

	
                    (3)
Equity to Total Assets Ratio. The
 Borrower shall maintain at all times, measured and reported on a consolidated
 basis as of the last day of each fiscal quarter, an Equity to Total Assets
 Ratio (as hereinafter defined in this Subsection 8(I)(3)) of greater
 than 35%.


	
 

	
 


	
 

	
“Equity to Total Assets Ratio” means
 the ratio derived by dividing (i) the result of (a) total assets minus
 (b) total liabilities by (ii) total assets, each as of the date of
 calculation.





                    (J)
Capital. Acquire non-voting
participation certificates in CoBank in such amounts and at such times as
CoBank may from time to time require in accordance with its Bylaws and Capital
Plan (as each may be amended from time to time), except that the maximum amount
of non-voting participation certificates that the Borrower may be required to purchase
in connection with a Loan may not exceed the maximum amount permitted by the
Bylaws at the time the Supplement relating to such Loan is entered into or such
Loan is renewed or refinanced by CoBank. The rights and obligations of the
parties with respect to such non-voting participation certificates and any
patronage or other distributions made by CoBank shall be governed by CoBank’s
Bylaws and Capital Plan (as each may be amended from time to time). 

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MLA No. RX0584 


                    (K)
Taxes. File or caused to be filed prior
to delinquency all federal, state and local tax returns that are required to be
filed, and pay when due all taxes as shown on such returns, and pay when due
all other taxes, assessments and governmental charges or levies upon any Loan
Party and any Loan Party’s property, income, profits and assets which are due
and payable, except where the payment of such tax, assessment, government
charge or levy is being contested in good faith and by appropriate proceedings
and adequate reserves in compliance with GAAP have been set aside on such Loan
Party’s books therefor. 


          SECTION 9. Negative Covenants. Unless
otherwise agreed to in writing by CoBank, while this Agreement is in effect the
Borrower will not and will cause the other Loan Parties not to: 


                    (A)
Borrowings. Create, incur, assume, or
allow to exist, directly or indirectly, any Indebtedness except for (i)
Indebtedness to CoBank, (ii) Indebtedness under purchase money security
agreements and Capital Leases, the aggregate principal amount of which shall
not exceed $100,000 at any one time, and (iii) Indebtedness of the Loan Parties
existing as of the date hereof and described on part (i) of Schedule
7(S). 


                    (B)
Liens. Create, incur, assume, or allow
to exist any mortgage, deed of trust, pledge, lien (including the lien of an
attachment, judgment, or execution), security interest, or other encumbrance of
any kind upon any of its property, real or personal except as hereinafter
provided. The foregoing restrictions shall not apply to (i) liens in favor of
CoBank; (ii) liens for taxes, assessments, or governmental charges that are not
past due, unless the same are being contested in good faith and by appropriate
proceedings and then only if and to the extent reserves required by GAAP have
been set aside therefor; (iii) liens, pledges, and deposits under workers’
compensation, unemployment insurance, social security and similar laws; (iv) liens,
deposits, and pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of money), and like obligations arising
in the ordinary course of its business; (v) liens imposed by law in favor of
mechanics, materialmen, warehousemen, lessors and like persons that secure
obligations that are not past due, unless the same are being contested in good
faith and by appropriate proceedings and then only if and to the extent
reserves required by GAAP have been set aside therefor; (vi) liens constituting
encumbrances in the nature of zoning restrictions, easements and rights or
restrictions of record on the use of real property of any Loan Party that, in
the reasonable judgment of CoBank, do not materially detract from the value of
such real property or impair the use thereof in such Loan Party’s business;
(vii) judgment liens, provided enforcement thereof is effectively stayed and
the claims secured thereby are being contested in good faith by appropriate
proceedings and for which reserves have been established in accordance with
GAAP; (viii) purchase money security interests and Capital Leases securing
Indebtedness permitted under Subsection 9(A)(ii) of this Agreement in an
amount not to exceed the cost incurred to acquire or lease such property,
provided further that such security interests and leases do not encumber any
property other than the items purchased with the proceeds thereof or leased
thereby; (ix) liens securing guarantees in effect on or prior to the date
hereof and described on part (ii) of Schedule 7(S); (x) liens in
favor of Rural Telephone Finance Cooperative (“RTFC”), provided such liens only encumber the Borrower’s
patronage capital in RTFC; and (xi) customary offset rights arising in the
ordinary course of business of brokers and


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MLA No. RX0584 


depository
banks arising under applicable Law or the terms of a Loan Party’s deposit
agreement with such entity. 


                    (C)
Contingent Liabilities. Assume,
guarantee, become liable as a surety, endorse, contingently agree to purchase,
or otherwise be or become liable, directly or indirectly (including, but not
limited to, by means of a maintenance agreement, an asset or stock purchase
agreement, or any other agreement designed to ensure any creditor against
loss), for or on account of the obligation of any person or entity, except (i)
for Indebtedness to CoBank, (ii) those certain guarantees existing as of the
date hereof and described on part (iii) of Schedule 7(S), (iii)
for other Indebtedness the aggregate principal amount of which shall not exceed
$200,000 at any one time, and (iv) by the endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of a
Loan Party’s business. 


                    (D)
Fundamental Changes. (i) Unless, and
only to the extent required by law, amend, modify or waive any provision of its
articles or certificate of incorporation, articles or certificate of
organization, articles or certificate of formation (as applicable), bylaws,
partnership agreement or operating agreement (as applicable), (ii), except for
the Merger, merge or consolidate with any other entity or acquire all or
substantially all of the assets of any person or entity, (iii) form or create
any Subsidiary, (iv) commence operations under any other name (without
providing CoBank 30 days’ prior written notice thereof), organization, or
entity, including any joint venture, or (v) issue any additional capital stock or
ownership interests. 



                    (E)
Transfer of Assets. Sell (including,
without limitation, pursuant to a sale and leaseback transaction) transfer,
lease (including, without limitation, pursuant to a lease and leaseback
transaction), enter into any contract for the sale, transfer or lease of, or
otherwise dispose of, any of its assets, except (i) bona fide sales of
inventory in the ordinary course of its business, (ii) dispositions of obsolete
equipment not used or useful in the business of a Loan Party in the ordinary
course of business, (iii) those Investments described in Subsection 9(F) (excluding the Investments described in clause (ii) of Subsection
9(F)), which are marketable, for fair market value, (iv) distributions
permitted by Subsection 9(I) of this Agreement; (v) leases of real
property between the Loan Parties; (vi) the assets, rights and Investments
described on Schedule 9(E) for fair market value, and (vii) the personal
property identified in that certain Mutual Termination Agreement, dated as of
even date herewith, by and among Walter S. Clay, Borrower, and the Parent
Guarantor.  


                    (F)
Loans and Investments. After the date
hereof, make any loan or advance to, invest in, purchase or make any commitment
to purchase any stock, bonds, notes, or other securities of, any person or
entity, excluding customary deposit and similar accounts with banking
institutions arising in the ordinary course of a Loan Party’s business (each,
whether made directly or indirectly, an “Investment”)
other than (i) the Investments existing on the date hereof as set forth on Schedule
9(F) and Schedule 9(E), (ii) stock or other securities of, or
investments in CoBank or CoBank investment services or programs, (iii)
marketable direct obligations issued or unconditionally guaranteed by the
United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year
from the date of acquisition thereof, (iv) commercial paper maturing no more
than one year from the date issued and, at the time of acquisition, having a
rating of at least


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A- from
Standard & Poor’s Rating Service or at least A3 from Moody’s Investors
Service, Inc., (v) certificates of deposit or bankers’ acceptances maturing
within 1 year from the date of issuance thereof issued by, or overnight reverse
repurchase agreements from, any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia
having combined capital and surplus of not less than $500,000,000, (vi) time
deposits maturing no more than 30 days from the date of creation thereof with
commercial banks having membership in the Federal Deposit Insurance Corporation
in amounts at any one such institution not exceeding the lesser of $100,000 or
the maximum amount of insurance applicable to the aggregate amount of
Borrower’s deposits at such institution, (vii) additional units in ENTEL
Communications, LLC (“Entel”)
with a purchase price not to exceed $2,100,000, and (viii) other Investments in
an aggregate amount (based upon original acquisition cost thereof) outstanding
at any time not exceeding $250,000. 


                    (G)
Change in Business. Engage in any
business activity or operation different from or unrelated to such Loan Party’s
present business activities and operations. 


                    (H)
Disposition of Licenses. Sell, assign,
transfer or otherwise dispose of, or attempt to dispose of, in any way, or fail
to preserve and maintain any franchise, license, certificates, permits,
authorization, approvals and the like which may be required by law or which are
material to the conduct of its business, the disposition of which could have a
Material Adverse Effect. 



                    (I)
Dividends and Other Distributions.
Directly or indirectly declare, order, pay, make or set apart any sum for any
dividend or any other distribution of assets to the Parent Guarantor’s
shareholders or retire, redeem, purchase or otherwise acquire for value any
capital stock or other ownership interest of the Parent Guarantor; provided,
however, the Parent Guarantor may declare or pay lawful distributions or
purchase or acquire its capital stock (i) in an aggregate amount of up to
$2,050,000 in any fiscal year if no Potential Default or Event of Default then
exists or will result in the succeeding 12 months after such distribution or
stock repurchase, based in each case upon the budgets delivered to CoBank
pursuant to Subsection 8(H)(3) of this Agreement and reasonably acceptable to
CoBank and (ii) in any amount in any fiscal year if (a) the Parent Guarantor’s
Total Leverage Ratio for the fiscal quarter in which the dividend or distribution
is made and each remaining succeeding fiscal quarter of the fiscal year in
which the dividend or distribution is made on a pro forma basis equals or is
less than 3.50:1.00 and (b) no Potential Default or Event of Default then
exists or will result in the succeeding 12 months after such distribution or
stock repurchase, based in each case upon the budgets delivered to CoBank
pursuant to Subsection 8(H)(3) of this Agreement and reasonably acceptable to
CoBank.  


                    (J)
Transactions with Affiliates. Directly
or indirectly to enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate (as hereinafter defined) or with any director,
officer or employee of any Loan Party or any Affiliate of any Loan Party,
except (i) the transactions in the ordinary course of and pursuant to the
reasonable requirements of the business of such Loan Party and upon fair and
reasonable terms which are fully disclosed to CoBank and are no less favorable
to such Loan Party than would be obtained in a comparable arm’s length


19

















Master Loan
Agreement/Hutchinson Acquisition Corp. 
MLA No. RX0584 


transaction
with a person or entity that is not an Affiliate, (ii) transactions among the
Loan Parties, (iii) payment of compensation to directors, officers and
employees in the ordinary course of business for services actually rendered in
their capacities as directors, officers and employees, provided such
compensation is reasonable and comparable with compensation paid by companies
of like nature and similarly situated, and (iv) deferred extraordinary
executive compensation as described in Schedule 9(I). Notwithstanding the
foregoing, upon the election of CoBank, no payments may be made with respect to
any items set forth in clause (i) of the preceding sentence upon the occurrence
and during the continuation of a Potential Default or an Event of Default.  


“Affiliate” means any person or entity:
(i) directly or indirectly controlling, controlled by, or under common control
with, any Loan Party; (ii) directly or indirectly owning or holding five
percent (5%) or more of any equity interest in any Loan Party; or (iii) five
percent (5%) or more of whose voting stock or other equity interest is directly
or indirectly owned or held by any Loan Party, provided that the
beneficial, and not the legal, holder of title to any equity interest in any
Loan Party shall be deemed an Affiliate. For purposes of this definition,
“control” (including with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”) means the possession directly
or indirectly of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities or
by contract or otherwise. 


                    (K)
Management Fees and Compensation.
Directly or indirectly pay any management, consulting or other similar fees to
any person, except legal or consulting fees paid to persons or entities that
are not Affiliates of any Loan Party for services actually rendered and in
amounts typically paid by entities engaged in such Loan Party’s business and
deferred extraordinary executive compensation as described in Schedule 9(I).




                    (L)
Negative Pledge to Other Entities. Grant a negative
pledge upon any of its property, real or personal, in favor of any other lender
of any Loan Party, except in connection with indebtedness under purchase money
security agreements and Capital Leases permitted under clause (ii) of
Subsection 9(A) of this Agreement, provided that such negative pledge only
relates to items purchased with the proceeds thereof or leased thereby.  


          SECTION 10. Events of Default. Each of the
following shall constitute an “Event of
Default” under this Agreement: 


                    (A)
Payment Default. The Borrower should
fail to make any payment to CoBank when due hereunder, under any Note, any
Supplement, any Interest Rate Agreement provided by CoBank or under any other
Loan Document to which it is a party, or should fail to make any investment in
CoBank required to be made hereunder when due. 


                    (B)
Representations and Warranties. Any
opinion, certificate or like document furnished to CoBank by or on behalf of
any Loan Party, or any representation or warranty made herein, in any Note, any
Supplement or in any other Loan Document, or any factual statement made in any
certificate delivered in connection therewith shall prove to have been false or
misleading in any material respect on or as of the date made or deemed made.


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Master Loan
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                    (C)
Certain Affirmative Covenants. Any Loan
Party should fail to perform or comply with any covenant set forth in Section
8 of this Agreement (other than Subsections 8(H)(4) through Subsection
8(H)(8) and Subsection 8(I)) and such failure continues for 30 days
after written notice thereof shall have been delivered by CoBank to the Borrower.



                    (D)
Other Covenants and Agreements. The
Borrower should fail to perform or comply with Subsections 8(H)(4)
through Subsection 8(H)(8), Subsection 8(I), or any other
covenant or agreement contained herein or in any other Loan Document or should
use the proceeds of any Loan for an unauthorized purpose. 


                    (E)
Cross-Default. (i) The occurrence of a
breach, default, or event of default under any other Loan Document, (ii) the
failure, after any applicable grace period, on the part of any Loan Party or
any other entity that is a party to any other Loan Document, to observe, keep
or perform any covenant or agreement contained in any other Loan Document, or
(iii) the failure, after any applicable grace period, on the part of any Loan
Party or any other entity that is a party to any other Loan Document to
observe, keep or perform any covenant or agreement contained in any agreement
(other than the Loan Documents) between such entity and CoBank or any affiliate
of CoBank (including, without limitation, Farm Credit Leasing Services
Corporation), including, without limitation, any guaranty, loan agreement,
lease, security agreement, subordination agreement, mortgage, deed to secure
debt, or deed of trust.


                    (F)
Other Indebtedness. Any Loan Party or
any other guarantor of the Borrower’s obligations hereunder should fail to pay
when due any Indebtedness in a principal amount in excess of $250,000 or any
other event occurs which, under any agreement or instrument relating to such
Indebtedness or obligation, has the effect of accelerating or permitting the
acceleration of such Indebtedness or obligation, whether or not such
Indebtedness or obligation is actually accelerated or, whether or not such
Indebtedness is actually accelerated or the right to accelerate is conditioned
on the giving of notice, the passage of time, or otherwise, or such person or
entity commences the exercise of its remedies against such Loan Party or such
guarantor or any of their respective assets. 


                    (G)
Judgments. A judgment, decree, or order
for the payment of money in excess of $250,000 should be rendered against any
Loan Party or other any guarantor of the Borrower’s obligations hereunder and
either: (i) enforcement proceedings should have been commenced; (ii) a lien
prohibited under Subsection 9(B) of this Agreement shall have been
obtained; or (iii) such judgment, decree, or order should continue unsatisfied
and in effect for a period of 30 consecutive days without being vacated,
discharged, satisfied, or stayed pending appeal. 


                    (H) Insolvency, Etc.
Any Loan Party or any other guarantor of the Borrower’s obligations hereunder
should: (i) become insolvent or should generally not, or should be unable to,
or should admit in writing its inability to, pay its debts as they come due; or
(ii) suspend its business operations or a material part thereof or make an
assignment for the benefit of creditors; or (iii) apply for, consent to, or
acquiesce in the appointment of a trustee, receiver, or other custodian for it
or any of its property or, in the absence of such application, consent, or
acquiescence, a trustee, receiver, or other custodian is so appointed; or (iv)


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Master Loan
Agreement/Hutchinson Acquisition Corp. 
MLA No. RX0584 


commence or
have commenced against it any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, or liquidation Law of any
jurisdiction, which, in the case of a proceeding commenced against any Loan
Party or any other guarantor of the Borrower’s obligations hereunder, is not
dismissed within 45 days. 



                    (I)
Material Adverse Change. Any event,
change or condition not referred to elsewhere in this Section 10 should occur
which results in a Material Adverse Effect.  


                    (J)
Guarantees, Etc. Any guarantee, suretyship,
subordination agreement, maintenance agreement, or other agreement furnished in
connection with the Borrower’s obligations hereunder and under any Supplement
or any Note shall, at any time, cease to be in full force and effect, or shall
be revoked or declared null and void, or the validity or enforceability thereof
shall be contested by the guarantor, surety or other maker thereof
(individually or collectively, the “Guarantor”),
or the Guarantor shall deny any further liability or obligation thereunder, or
shall fail to perform its obligations thereunder, or any representation or
warranty set forth therein shall be breached, or the Guarantor shall breach or
be in default under the terms of any other agreement with CoBank (including any
loan agreement or security agreement), or a default set forth in Subsection
10(F) through Subsection 10(I) of this Agreement shall occur with
respect to the Guarantor or the Guarantor shall die or be determined to be
legally incompetent. 


                    (K)
Security. Any security agreement or other agreement
executed by any of the Loan Parties or any other entity (other than CoBank)
intended to create a valid and perfected first-priority lien in favor of
CoBank, security interest or security title in property as described in a
Supplement shall for any reason (other than upon payment in full of the
obligations secured thereby) fail (i) to create a valid and perfected lien,
security interest, or security title (subject only to such exceptions as are
therein permitted) as contemplated by the Supplement, or (ii) to secure
thereunder the obligations purported to be secured thereby. 


                    (L)
ERISA Pension Plans. (i) Any Loan Party or any
guarantor of the Borrower’s obligations hereunder fails to make full payment
when due of all amounts which, under the provisions of any employee benefit
plans or any applicable provisions of the Internal Revenue Code of 1986, as
amended from time to time and all rules promulgated thereunder, and any
successor statute and regulations (the “IRC”),
are required to pay as contributions thereto, and such failure results in or
could reasonably be expected to have a Material Adverse Effect; or (ii) an
accumulated funding deficiency occurs or exists whether or not waived, with
respect to any such employee benefit plans; or (iii) any employee benefit plan
of any Loan Party or any guarantor of the Borrower’s obligations hereunder
loses its status as a qualified plan under the IRC and such loss results in or
could reasonably be expected to have a Material Adverse Effect. 


                    (M)
Licenses and Permits. (i) The loss,
suspension or revocation of, or failure to renew, any franchise, license, certificate,
permit, authorization, approval or the like now held or hereafter acquired by
any Loan Party, if such loss, suspension, revocation or failure to renew could
reasonably be expected to have a Material Adverse Effect or (ii) receipt of
notice from any regulatory or Governmental Authority to the effect that such
authority intends to replace the management of any Loan Party or assume control
over any Loan Party.


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Master Loan
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MLA No. RX0584 


                    (N)
Material Contracts. Any Loan Party
should breach or be in default under a Material Contract in any material
respect.


                    (O)
Change in Control or Management. (i)
The Borrower should fail to own, in the aggregate, directly or indirectly, 100%
of the outstanding equity interests of the Subsidiaries existing on the date
hereof; or (ii) the Parent Guarantor should fail to own, in the aggregate,
directly or indirectly, 100% of the outstanding equity interests of the
Borrower or any of its other Subsidiaries existing on the date hereof. 


          SECTION 11. Remedies. Upon the occurrence
and during the continuance of an Event of Default or any Potential Default,
CoBank shall have no obligation to continue to extend credit to the Borrower
under any Note or any Supplement and may discontinue doing so at any time
without prior notice. Upon the occurrence of an Event of Default under Subsection
10(H) of this Agreement, the entire unpaid principal balance of the Loans,
all accrued interest thereon, and all other amounts payable under this
Agreement, all Supplements, all Notes and all other Loan Documents and all
other agreements between CoBank and the Borrower shall become immediately due
and payable without protest, presentment, demand or further notice of any kind,
all of which are hereby expressly waived by the Borrower. In addition, upon the
occurrence and during the continuance of any Event of Default, CoBank may: 


                    (A)
Termination and Acceleration. Terminate
any commitment and declare the entire unpaid principal balance of the Loans,
all accrued interest thereon, and all other amounts payable under this
Agreement, all Supplements, all Notes and the other Loan Documents to be
immediately due and payable. Upon such a declaration, the unpaid principal
balance of the Loans and all such other amounts shall become immediately due
and payable, without protest, presentment, demand, or further notice of any
kind, all of which are hereby expressly waived by the Borrower. 


                    (B)
Enforcement. Proceed to protect,
exercise, and enforce such rights and remedies as may be provided by this
Agreement, any other Loan Document or under applicable Laws. Each and every one
of such rights and remedies shall be cumulative and may be exercised from time
to time, and no failure on the part of CoBank to exercise, and no delay in
exercising, any right or remedy shall operate as a waiver thereof, and no
single or partial exercise of any right or remedy shall preclude any other or
future exercise thereof, or the exercise of any other right. Without limiting
the foregoing, CoBank may hold and/or set off and apply against the Borrower’s
obligations to CoBank the proceeds of any equity in CoBank, any cash collateral
held by CoBank, or any balances held by CoBank for the Borrower’s account
(whether or not such balances are then due). 


                    (C)
Application of Funds. Apply all
payments received by it to the Borrower’s obligations to CoBank in such order
and manner as CoBank may elect in its sole discretion; provided that any
payments received from any guarantor or from any disposition of any collateral
provided by such guarantor shall only be applied against obligations guaranteed
by such guarantor.


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Master Loan
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MLA No. RX0584 


                    (D)
Default Rate of Interest. In addition
to the rights and remedies set forth above and notwithstanding any Note or
Supplement: (i) if the Borrower fails to purchase any equity in CoBank when
required or fails to make any payment to CoBank when due, then at CoBank’s
option in each instance, such obligation or payment shall bear interest from
the date due to the date paid at 4% per annum in excess of the rate of interest
that would otherwise be applicable to such obligation or payment (and in the
case of payment obligations for other than principal on the Loans, 6.75% in
excess of CoBank’s announced “Base Rate”), (ii) upon the occurrence and during
the continuance of an Event of Default, at CoBank’s option in each instance,
the unpaid balances of the Loans shall bear interest at 4% per annum in excess
of the rate(s) of interest that would otherwise be in effect on the Loans under
the terms of the Notes and Supplements and after the maturity of any Loan, whether
by reason of acceleration or otherwise, the unpaid principal balance of the
Loan (including without limitation, principal, interest, fees and expenses)
shall automatically bear interest at 6.75% per annum in excess of CoBank’s
announced “Base Rate”. All interest provided for herein shall be payable on
demand and shall be calculated from the date any such payment was due to the
date paid on the basis of a year consisting of 360 days. 


          SECTION
12. Complete Agreement, Amendments. This Agreement,
the Notes, the Supplements and the other Loan Documents are intended by the
parties to be a complete and final expression of their agreement. No amendment,
modification, or waiver of any provision of this Agreement or the other Loan
Documents, and no consent to any departure by any Loan Party herefrom or
therefrom, shall be effective unless approved by CoBank and contained in a
writing signed by or on behalf of CoBank, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given. In the event this Agreement is amended or restated, each such
amendment or restatement shall be applicable to all Notes and Supplements
hereto. Each Note and each Supplement shall be deemed to incorporate all of the
terms and conditions of this Agreement as if fully set forth therein. Without
limiting the foregoing, any capitalized term utilized in any Note or any
Supplement (or in any amendment to this Agreement or any Note or any
Supplement) and not otherwise defined in the Note or the Supplement (or
amendment) shall have the meaning set forth herein. 


          SECTION 13. Other Types of Credit. From
time to time, CoBank may issue letters of credit or extend other types of
credit to or for the account of the Borrower. In the event the parties desire
to do so under the terms of this Agreement, such extensions of credit may be
set forth in any Supplement and this Agreement shall be applicable thereto. 


          SECTION 14. Applicable Law. Except to the
extent governed by applicable federal law, this Agreement, each Note and each
Supplement shall be governed by and construed in accordance with the laws of
the State of Colorado, without reference to choice of law doctrine.


          SECTION
15. Notices. All notices hereunder or under any Note
or any Supplement shall be in writing and shall be deemed to be duly given upon
delivery if personally delivered or sent by telegram or facsimile transmission
(electronic confirmation received), or 3 days after mailing if sent by express,
certified or registered mail, to the parties at the following addresses (or
such other address for a party as shall be specified by like notice):


24

















Master Loan
Agreement/Hutchinson Acquisition Corp.

MLA No. RX0584 


	
 

	
 

	
 


	
If to
 CoBank, as follows:

	
 

	
If to the
 Borrower, as follows:


	
 

	
 

	
 


	
CoBank, ACB

	
 

	
Hutchinson
 Acquisition Corp.


	
Interchange
 Tower, Suite 300

	
 

	
          c/o
 New Ulm Telecom, Inc.


	
600 Highway
 169 South

	
 

	
400 Second
 Street North


	
Minneapolis,
 MN 55426-1219

	
 

	
P.O. Box 697


	
Attn:
 Communications and Energy

	
 

	
New Ulm,
 Minnesota 56073-0697


	
         Banking
 Group

	
 

	
Attn:
 Manager


	
Fax No.:
 (303) 796-1433

	
 

	
Fax No.:
 507-354-1982


	
 

	
 

	
 


	
with a copy
 to:

	
 

	
with a copy
 to:


	
 

	
 

	
 


	
CoBank, ACB

	
 

	
Lindquist
 & Vennum PLLP


	
5500 South
 Quebec Street

	
 

	
4200 IDS
 Center


	
Greenwood
 Village, Colorado 80111

	
 

	
80 South
 Eighth Street


	
Attn:
 Communications and Energy

	
 

	
Minneapolis,
 Minnesota 55402


	
         Banking
 Group

	
 

	
Attn: Thomas
 Lovett


	
Fax No.:
 303-224-2718

	
 

	
Fax No.:
 612-371-3207





          SECTION 16. Costs, Expenses and Taxes. To
the extent allowed by law, the Borrower agrees to pay all reasonable
out-of-pocket costs and expenses (including the fees and expenses of counsel
retained or employed by CoBank) incurred by CoBank in connection with the
origination, negotiation, documentation, administration, amendment, waiver,
extension, collection, and enforcement of this Agreement and the other Loan
Documents, including, without limitation, all costs and expenses incurred in
obtaining, perfecting, maintaining, determining the priority of, and releasing
any security for the Borrower’s obligations to CoBank, and any stamp,
intangible, transfer, or like tax payable in connection with this Agreement or
any other Loan Document or the recording hereof or thereof. 


          SECTION 17. Effectiveness and Severability.
This Agreement shall continue in effect until: (i) all indebtedness and
obligations of the Borrower under this Agreement, all Supplements, all Notes
and all other Loan Documents shall have been paid or satisfied; (ii) CoBank has
no commitment to extend credit to or for the account of the Borrower under any
Supplement; and (iii) either party sends written notice to the other
terminating this Agreement. Any provision of this Agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
thereof. 


          SECTION 18. Regulatory Approvals. Upon any
action by CoBank to commence the exercise of remedies hereunder, or under the
Supplements or other Loan Documents, the Borrower hereby undertakes and agrees
on behalf of itself and its Subsidiaries to cooperate and join with CoBank and
to cause its Subsidiaries to cooperate and join with CoBank in any application
to any regulatory body (including the FCC, the PUC or any other state
commission),


25

















Master Loan
Agreement/Hutchinson Acquisition Corp.

MLA No. RX0584 


administrative
agency, court or other forum (any such entity, a “Governmental Authority”) with respect thereto and to
provide such assistance in connection therewith as CoBank may request,
including, without limitation, the preparation of filings and appearances of
officers and employees of the Borrower and its Subsidiaries before such
Governmental Authority, in each case in support of any such application made by
CoBank, and neither the Borrower nor its Subsidiaries shall, directly or
indirectly, oppose any such action by CoBank before any such Governmental
Authority. 


          SECTION 19. Successors and Assigns. This
Agreement, each Note, each Supplement, and the other Loan Documents shall be
binding upon and inure to the benefit of the Borrower and CoBank and their
respective successors and assigns, except that the Borrower may not assign or
transfer its rights or obligations under this Agreement, any Supplement or any
other Loan Document without the prior written consent of CoBank. 


          SECTION 20. Consent to Jurisdiction. To the
maximum extent permitted by law, the Borrower agrees that any legal action or
proceeding with respect to this Agreement or any of the other Loan Documents
may be brought in the courts of the State of Colorado, or of the United States
of America for the District of Colorado, all as CoBank may elect. By execution
of this Agreement, the Borrower hereby irrevocably submits to each such
jurisdiction, expressly waiving any objection it may have to the laying of
venue by reason of its present or future domicile. Nothing contained herein
shall affect the right of CoBank to commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction or to serve process in
any manner permitted or required by law. 


          SECTION 21. Waiver of Jury Trial. THE
BORROWER AND COBANK HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY
SUPPLEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP THAT
IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. THE BORROWER AND COBANK ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE BORROWER
AND COBANK FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, 


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Master Loan
Agreement/Hutchinson Acquisition Corp.

MLA No. RX0584 


SUPPLEMENTS OR
MODIFICATIONS TO THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THE BORROWER AND COBANK ALSO
WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS
WAIVER, BE REQUIRED OF COBANK.


          SECTION 22. Counterparts. This Agreement,
each Note, each Supplement and any other Loan Document 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 23. Participations, Etc. From time
to time, CoBank may sell to one or more banks, financial institutions or other
lenders a participation in one or more of the loans or other extensions of
credit made pursuant to this Agreement and any Note and any Supplement.
However, no such participation shall relieve CoBank of any commitment made to
the Borrower hereunder. In connection with the foregoing, CoBank may disclose
information concerning the Borrower, any other Loan Party and any guarantor of
the Borrower’s obligation hereunder and under such Note and such Supplement, if
any, to any participant or prospective participant, provided that such
participant or prospective participant agrees to keep such information
confidential. CoBank agrees that all loans that are made by CoBank and that are
retained for its own account and are not included in a sale of a participation
interest shall be entitled to patronage distributions in accordance with the
bylaws of CoBank and its practices and procedures related to patronage
distribution. Accordingly, all loans that are included in a sale of a
participation interest may not receive patronage distributions. Patronage
distributions in the event of a sale of a participation interest shall be
governed by CoBank’s Bylaws and Capital Plan (as each may be amended from time
to time). A sale of a participation interest may include certain voting rights
of the participants regarding the Loan hereunder (including, without
limitation, the administration, servicing and enforcement thereof). CoBank
agrees to give written notification to the Borrower of any sale of a
participation interest. 


[Signatures commence on following page.]


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Master Loan
Agreement/Hutchinson Acquisition Corp.

MLA No. RX0584 


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


	
 

	
 

	
 


	
 

	
HUTCHINSON ACQUISITION CORP.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Nancy
 Blakenhagen


	
 

	
 

	



	
 

	
 

	
Name: Nancy
 Blakenhagen


	
 

	
 

	
Title: Chief
 Financial Officer


	
 

	
 

	
 


	 
	
 

	
COBANK, ACB


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Roger Opp


	
 

	
 

	



	
 

	
 

	
Roger Opp


	
 

	
 

	
Vice
 President











28