NEW ULM TELECOM, INC. EXHIBIT 10.14 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.14  


EXECUTION COPY


 RX0583

RX0584


SECURITY AGREEMENT


          This SECURITY
AGREEMENT (as the same may be amended, modified, supplemented,
extended or restated as provided herein from time to time, this “Security Agreement”)
is made and entered into as of January 4, 2008, by NEW ULM TELECOM, INC., a
Minnesota corporation (the “Debtor”), having its place of business (or
chief executive office if more than one place of business) located at 27 North
Minnesota Street, New Ulm, Minnesota 56073, whose taxpayer identification
number is 41-0440990 and whose state organizational number is 26587-AA, in
favor of COBANK,
ACB (the “Secured Party”), whose mailing address is 5500 South Quebec Street, Greenwood
Village, Colorado 80111 and whose taxpayer identification number is 84-1286705.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreements (as defined in Section 2
of this Security Agreement). 


          SECTION
1. Grant of Security Interest. For valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Debtor hereby grants to the Secured Party a continuing security interest,
subject only to security interests permitted by the Loan Agreements, in all of
the Debtor’s estate, right, title and interest in and to the following
property, wherever located and whether now existing or hereafter arising or
acquired, together with all increases, substitutions, replacements,
attachments, accessions and additions to any of the foregoing, and all products
and proceeds of any of the foregoing, and rents, offspring, revenues and
profits therefrom, including, without limitation, the proceeds of any insurance
policies (whether or not the Secured Party is the loss payee thereof) and under
any indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the following: 


	
 

	
 


	
 

	
(i)
  accounts, receivables and accounts receivable (including, without limitation,
  all right to payment for the provision of communications services and related
  equipment sales and leasing or any other services or goods and health-care
  insurance receivables), whether or not earned by performance, and all
  guaranties and security and instruments therefor, and all goods and rights represented
  thereby or arising therefrom, including the rights of stoppage in transit,
  replevin and reclamation; (ii) goods, inventory and supplies (including,
  without limitation, returned or repossessed goods); (iii) chattel paper
  (including, without limitation, electronic chattel paper); (iv) instruments
  (including, without limitation, promissory notes); (v) investment property
  (including, without limitation, certificated and uncertificated securities,
  security accounts, securities entitlements, margin accounts, commodity
  contracts and commodity accounts), letters of credit and letter-of-credit
  rights (in either case, whether or not the letter of credit is evidenced by a
  writing); (vi) documents; (vii) fixtures; (viii) general intangibles
  (including, without limitation, payment intangibles, contracts and contract
  rights (including, without limitation, construction contracts, subscriber
  contracts, 






















Security Agreement/New Ulm
Telecom, Inc.

Loan Nos. RX0583 and RX0584


	
 

	
 


	
 

	
customer
  lists and marketing lists, customer service agreements, subscription
  agreements, roaming agreements, franchise agreements, management agreements,
  rights-of-ways, easements, pole and antennae attachment agreements,
  transmission capacity agreements, tower attachment leases and public utility
  contracts), leases of personal property, choses or things in action,
  litigation rights and resulting judgments, goodwill, patents, trademarks,
  service marks, websites, domain names and other intellectual property, tax
  refunds, miscellaneous rights to payment, entitlements and investments,
  software and computer programs, invoices, books, records and other
  information relating to or arising out of the Debtor’s business, and all
  licenses and permits issued by any federal or state governmental body or regulatory
  authority, including, without limitation, any license issued by the FCC, the
  PUC or any public utility commission of any other states in which the Debtor
  operates); (ix) equipment (including, without limitation, telecommunications
  and radio transmitting and receiving equipment, antennae, towers, microwave
  communication equipment, machinery, computers, parts, tools, implements,
  poles, posts, cross-arms, conduits, ducts, lines (whether underground or
  overhead or otherwise), wires, cables, exchanges, CODECs, switches
  (including, without limitation, host switches and remote switches),
  testboards, amplifiers, racks, frames, motors, generators, batteries, items
  of central office equipment, pay-stations, protectors, subscriber equipment,
  instruments, connections and appliances used, useful or acquired for use in
  the business of the Debtor or the operation of the Debtor’s properties); (x)
  supporting obligations; (xi) commercial tort claims; and, (xii) to the extent
  not covered by the above, all other personal property of the Debtor of every
  type and description, including, without limitation, interests or claims in
  or under any policy of insurance, tort claims, deposit accounts, deposits,
  collection accounts, money, and judgments; provided, however,
  that no security interest is granted in the Debtor’s licenses, permits,
  leases, franchises, privileges, permissions and grants which by their terms
  or by reason of applicable Law would become void or voidable if a security
  interest therein were granted or if the granting of a security interest
  therein would violate any law, rule, regulation, order or requirement
  (contractual or otherwise) of any governmental body or regulatory authority
  (collectively, the “Collateral”).





Where
applicable, and to the extent not otherwise defined herein, all terms used
herein shall have the same meaning as set forth in the Uniform Commercial Code
in effect in the State of Colorado, as amended from time to time (the “UCC”).


Any of the
foregoing terms which are defined in the UCC shall have the meaning provided in
the UCC, as amended and in effect from time to time, as supplemented and
expanded by the foregoing. For avoidance of doubt, it is expressly understood
and agreed that, to the extent the UCC is revised subsequent to the date hereof
such that the definition of any of the foregoing terms included in the
description of the Collateral is changed, the parties hereto desire that any
property which is included in such changed definitions which would not
otherwise be included in the foregoing grant on the date hereof be included in
such grant immediately upon the effective date of such revision. 


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


Notwithstanding
the immediately preceding sentence, the foregoing grant is intended to apply
immediately on the date hereof to all of the Collateral to the fullest extent
permitted by applicable Law regardless of whether any particular item of
Collateral is currently subject to the UCC.


The security
interests are granted as security only and shall not subject the Secured Party
to, or transfer to the Secured Party, or in any way affect or modify, any
obligation or liability of the Debtor with respect to any of the Collateral or
any transaction in connection therewith. The Debtor will perform and comply in
all material respects with all of its obligations in respect of the Collateral,
including, without limitation, accounts, contracts, leases and other general
intangibles, and the exercise by the Secured Party of any of its rights hereunder
shall not release the Debtor from any of its duties or obligations. The Secured
Party shall not have any obligation or liability under the contracts and
agreements included in the Collateral by reason of this Security Agreement, nor
shall the Secured Party be obligated to perform any of the obligations or
duties of the Debtor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.


          SECTION
2. Obligations. The grant of the security interest
hereunder shall secure the following obligations (the “Obligations”): (i) the
payment and performance of all obligations of the Debtor, whether now existing
or hereafter arising, under that certain Continuing Guaranty, dated as of the
date hereof, between the Debtor, certain other guarantors from time to time
party thereto, and the Secured Party, as the same may be amended, modified,
supplemented, extended or restated from time to time (the “Guaranty”); (ii) the
payment and performance of all obligations of the Debtor, whether now existing
or hereafter arising, under that certain Master Loan Agreement, dated as of the
date hereof, between the Debtor and the Secured Party, as the same may be
amended, modified, supplemented, extended or restated from time to time (the “New Ulm
MLA”), and all other Loan Documents to which the Debtor is a
party, including, without limitation, that certain First Supplement to the
Master Loan Agreement, dated as of the date hereof, as the same may be amended,
modified, supplemented, extended or restated from time to time (the “New Ulm
First Supplement”), and that certain Second Supplement to the
Master Loan Agreement, dated as of the date hereof, as the same may be amended,
modified, supplemented, extended or restated from time to time (the “New Ulm
Second Supplement”; and, together with the New Ulm MLA and the
New Ulm First Supplement, the “New Ulm Loan Agreement”), and the
related Notes, as the same may be amended, modified, supplemented, extended or
restated from time to time; (iii) the payment and performance of all
obligations of Hutchinson Telephone Company as successor by merger to
Hutchinson Acquisition Corp. (“Hutchinson”; and, together with the
Debtor, the “Borrowers”), whether now existing or hereafter arising,
under that certain Master Loan Agreement, dated as of the date hereof, between
Hutchinson and the Secured Party, as the same may be amended, modified,
supplemented, extended or restated from time to time (the “Hutchinson MLA”), and
all other Loan Documents to which Hutchinson is a party, including, without
limitation, that certain First Supplement to the Master Loan Agreement, dated
as of the date hereof, as the same may be amended, modified, supplemented,
extended or restated from time to time (the “Hutchinson First Supplement”),
that certain Second Supplement to the Master Loan Agreement, dated as of the
date hereof, as the same may be amended, modified, supplemented, extended or
restated from time to time (the “Hutchinson Second Supplement”), and
that certain Third Supplement to the Master Loan Agreement, dated as of the
date hereof, as the same may be amended, modified, supplemented,


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


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


          SECTION
3. Representations and Warranties. The Debtor
represents and warrants to the Secured Party, for the benefit of the Secured
Party, on the date hereof and on the date of each advance under a Supplement,
that the following statements are true, correct and complete:


          (A)
Title to Collateral. The Debtor has good and
marketable title to the Collateral, free of all adverse claims, interests,
liens or encumbrances, other than those of the type permitted pursuant to Section
9(B) of the Loan Agreements. The security interest created under this Security
Agreement constitutes a valid security interest in the Collateral and, upon
filing of a financing statement, a valid perfected security interest in the
items and types of Collateral in which a security interest may be perfected by
the filing of a financing statement and all filings and other actions necessary
or desirable to perfect and protect such security interest have been duly
taken.


          (B)
Validity of Security Agreement; Authority. This
Security Agreement is the legally valid and binding obligation of the Debtor,
enforceable against the Debtor 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. The Debtor has the power and
authority to execute, deliver, perform its obligations under, and to grant the
security interest provided for, in this Security Agreement and the other Loan
Documents to which it is a party, and has taken all necessary corporate action
to authorize the execution, delivery and performance of, and grant of a
security interest pursuant to, this Security Agreement and the other Loan
Documents to which it is a party.


          (C)
Location of the Debtor; Employer Identification Number; State Organizational
Number; State of Incorporation. The Debtor’s place of
business (or chief executive office if more than one place of business) is
located at the address shown above, and the Debtor’s employer identification
number and state organizational number are as shown above. The Debtor’s state
of incorporation is Minnesota.


          (D)
Location of Collateral. All locations at which the
Collateral is located (other than vehicles and property attached thereto) are
specified on Schedule A attached hereto and made a part hereof.


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


          (E)
Name, Identity, and Structure. During the past five
years, the Debtor’s business has not been conducted under any name other than
the Debtor’s name as set forth above, nor has it changed its structure or state
of incorporation through incorporation, merger, consolidation, joint venture or
otherwise or purchased all or substantially all of the assets of any person or
entity, other than as set forth on Schedule B attached hereto and made a
part hereof.


          (F)
Insurance. The Collateral currently is insured
consistent with the requirements of the Loan Agreements.


          (G)
Taxes, Levies, Etc. The Debtor has filed or
caused to be filed 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, unless such taxes are being contested by it, in good faith and
by appropriate proceedings and then only if and to the extent reserves required
by GAAP have been set aside on its books therefor.


          (H)
Condition of Collateral. All Collateral necessary to
or used in the proper conduct of the Debtor’s business is in good repair,
working order and condition, ordinary wear and tear excepted, and the Debtor
shall make all alterations, replacements and improvements thereto as may from
time to time be necessary in order to ensure that its properties necessary to
or used in the proper conduct of its business remain in good repair, working
order and condition, ordinary wear and tear excepted.


          SECTION
4. Covenants. The Debtor will comply with all
covenants in this Section 4, unless the Debtor has received the written consent
of the Secured Party.


          (A)
Title to Collateral. The Debtor shall not create or
permit the existence of claims, interests, liens, or other encumbrances against
any of the Collateral, except as permitted by Section 9(B) of the Loan
Agreements. The Debtor shall provide prompt written notice to the Secured Party
of any future claims, interests, liens or encumbrances against any of the
Collateral, except to the extent permitted by the Loan Agreements, and shall
defend diligently the Debtor’s and the Secured Party’s interests (including the
priority of such interests) in all Collateral.


          (B)
Change in Location, Name, Etc. The Debtor agrees not
to (i) change the location of its place of business or chief executive office;
or (ii) change its name, identity, state of organization, state organizational
number, or employer identification number, unless it shall have given the
Secured Party 30 days’ prior written notice of its intention to take any action
described in clauses (i) through (ii), and authenticated or executed, as
applicable, and delivered to the Secured Party all financing statements,
financing statement amendments and other instruments, which the Secured Party
may reasonably request in connection therewith and, if requested by the Secured
Party, prior to the date on which the Debtor proposes to take any such action,
the Debtor will, at its own cost and expense, cause to be delivered to the Secured
Party an opinion of counsel, in form and content reasonably satisfactory to the
Secured Party, as to the continued perfection and the effect of such action on
the priority of the security interests created hereunder.


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


          (C)
Change in Structure. The Debtor agrees not to change
its corporate organizational structure or state of incorporation in any manner
except as permitted pursuant to the Loan Agreements and, if requested by the
Secured Party, prior to the date on which the Debtor proposes to take any such
action, the Debtor will, at its own cost and expense, cause to be delivered to
the Secured Party an opinion of counsel, in form and content reasonably
satisfactory to the Secured Party, as to the continued perfection and the
effect of such action on the priority of the security interests created
hereunder. The Debtor shall give the Secured Party 30 days’ prior written
notice of its intention to take any action described in this Subsection 4(C).


          (D)
Further Assurances. Upon the reasonable request of the
Secured Party, the Debtor shall do all acts and things as the Secured Party may
from time to time deem necessary or advisable to enable it to perfect, maintain
and continue the perfection and priority of the security interest of the
Secured Party in the Collateral, or to facilitate the exercise by the Secured
Party of any rights or remedies granted to the Secured Party hereunder or
provided by law. Without limiting the foregoing, the Debtor agrees to
authenticate or execute, as applicable, in form and substance satisfactory to
the Secured Party, such financing statements, continuation statements,
amendments thereto, supplemental agreements, assignments, notices of assignments,
and other instruments and documents as the Secured Party may from time to time
request. In addition, in the event the Collateral or any part thereof consists
of certificated or uncertificated securities, investment property, securities
entitlements or securities accounts, instruments, documents, letter-of-credit
rights, chattel paper collection or deposit accounts or money (whether or not
proceeds of the Collateral), the Debtor shall, upon the request of the Secured
Party, deliver possession and control (as defined in the UCC) thereof to the
Secured Party (or to a designee of the Secured Party retained for that
purpose), together with any appropriate endorsements or assignments or both and
deliver and cause the appropriate depository institutions or other entities
holding securities accounts on behalf of the Debtor to execute and deliver
account control agreements for the benefit of the Secured Party. The Debtor
shall, at any time and from time to time, take such steps as the Secured Party
may reasonably request for the Secured Party to obtain an acknowledgment, in
form and substance reasonably satisfactory to the Secured Party, of any bailee
having possession of any of the Collateral that such bailee holds such
Collateral for the Secured Party. Without limiting the generality of the
foregoing, the Debtor shall take such action as the Secured Party may request
from time to time to create and perfect a security interest in favor of the
Secured Party in any and all leases, rights of way, easements, franchises,
licenses and permits relating to the location of cables and antennae and
transmission, receiving and other equipment on the property of third parties,
including, without limitation, amending such leases, rights of way, easements,
franchises, licenses and permits to allow the creation and perfection of such
security interest and obtaining the consent of all third parties whose consents
may be necessary to the creation and perfection of such security interest. The
Secured Party shall use reasonable care in the custody and preservation of any
Collateral in its possession, but shall not be required to take any steps
necessary to preserve rights against other parties. All costs and expenses
incurred by the Secured Party to establish, perfect, maintain, determine the
priority of, or release the security interest granted hereunder (including the
cost of all filings, recordings, and taxes thereon and the fees and expenses of
any designee of the Secured Party) shall become part of the Obligations secured
hereby and be paid by the Debtor on demand.


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


The Debtor
hereby authorizes the Secured Party to file one or more financing or
continuation statements, and amendments thereto (or similar documents required
by any Laws of any applicable jurisdiction) in the jurisdiction where this
Security Agreement will be given effect and any other appropriate jurisdiction,
relating to all or any part of the Collateral without the signature of the
Debtor where permitted by Law, including, without limitation, a financing
statement indicating that “all assets” of the Debtor are subject to the
security interests and liens created hereby.


          (E)
Insurance. The Debtor shall maintain such insurance
with such insurance companies, in such amounts, and covering such risks, as are
at all times required pursuant to the Loan Agreements.


          (F)
Disposition and Use of Collateral by the Debtor.
Without the prior written consent of the Secured Party, the Debtor shall not at
any time sell, transfer, lease, abandon or otherwise dispose of any Collateral
other than in accordance with the provisions of the Loan Agreements; provided,
however, that no dispositions shall be made if an Event of Default shall
have occurred and be continuing hereunder or shall be caused by such disposal.
The Debtor shall not use any of the Collateral in any manner which violates any
applicable Law to the extent such violation could reasonably be expected to
have a Material Adverse Effect.


          (G)
Receivables. The Debtor shall preserve, enforce, and
collect all accounts, other rights to collection or receivables, chattel paper,
instruments, documents and general intangibles, whether now owned or here­after
acquired or arising (the “Receivables”), in a commercially reasonable
fashion and, if an Event of Default shall have occurred and be continuing
hereunder, upon the request of the Secured Party, the Debtor shall exe­cute an
agreement in form and content satisfactory to the Secured Party by which the
Debtor shall direct all account debtors and obligors on instruments to make
payment to a lock box deposit account under the exclusive control of the
Secured Party.


          (H)
Condition of Collateral. The Debtor shall at all times
hereafter, at its own expense, maintain and preserve all Collateral that is
necessary to or used in the proper conduct of, its business, in good repair,
working order and condition, ordinary wear and tear excepted, and make all
alterations, replacements, and improvements thereto as may from time to time be
necessary in order to ensure that its properties, which are necessary to or
used in the proper conduct of its business, remain in good working order and
condition. At the Secured Party’s request, upon a Potential Default or an Event
of Default under either Loan Agreement or hereunder, the Debtor will furnish to
the Secured Party a report on the condition of the Collateral prepared by a
professional reasonably satisfactory to the Secured Party.


          (I)
Condition of Books and Records. The Debtor shall
maintain complete, accurate and up-to-date books, records, accounts, and other
information relating to all Collateral in such form and in such detail as may
be reasonably satisfactory to the Secured Party, and shall allow the Secured
Party or its representatives to examine and copy such books, records, accounts
and other information upon reasonable notice and during normal business hours,
or at such other times as the parties may agree. The Debtor shall furnish to the
Secured Party statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Secured Party may reasonably request, all in reasonable detail.


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


          (J)
Right of Inspection. Upon reasonable notice and during
normal business hours, or at such other times as the parties may agree, the
Debtor shall allow the Secured Party or its representatives to examine any of
the Debtor’s properties, books, records or locations and to discuss the
Debtor’s affairs, finances and accounts with the Debtor’s officers, directors,
employees and independent certified public accountants so that the Secured
Party or its representatives may confirm, inspect and appraise any of the
Collateral.


          (K)
Intellectual Property.
The Debtor shall, within 30 days after the end of each calendar quarter,
provide written notice to the Secured Party of all applications for patents and
all applications for registration of trademarks, copyrights or websites and
domain names, to the extent such applications exist, made during the preceding
calendar quarter. The Debtor shall file and prosecute diligently all
applications for patents, trademarks or copyrights now or hereafter pending
that would be necessary to the businesses of the Debtor to which any such
applications pertain, and to do all acts reasonably necessary to preserve and
maintain all rights in such Collateral unless such Collateral is not material
to the Debtor’s business, as reasonably determined by the Debtor consistent
with prudent and commercially reasonable business practices or where such
failure to file could not, either individually or in the aggregate, have a
Material Adverse Effect. Any and all costs and expenses incurred in connection
with any such actions shall be borne by the Debtor. Except in accordance with
prudent and commercially reasonable business practices, the Debtor shall
neither abandon any right to file a patent, trademark or copyright application
or any pending patent, trademark or copyright application or any patent,
trademark or copyright, without the consent of the Secured Party nor permit to
lapse or become abandoned, settle or compromise any pending or future litigation
or administrative proceeding with respect to any of the foregoing without the
consent of the Secured Party unless such abandonment could not, either
individually or in the aggregate, have a Material Adverse Effect.


          (L)
Additional Filings with respect to
Intellectual Property. The Debtor has made and
will continue to make all necessary filings and recordations from time to time
and use appropriate statutory notice to protect its interests in the
Collateral, including, without limitation, registration of its websites and
domain names with the appropriate domain name registrars and the appropriate
recordations of its interests in the patents and trademarks in the United
States Patent and Trademark Office and in corresponding offices wherever it
does business using such patents and trademarks throughout the world and its
claims to copyrights in the United States Copyright Office, in each case
including licenses and as otherwise requested from time to time by the Secured
Party, but in any event all in a manner consistent with prudent and
commercially reasonable business practices, except where such failure to take
any such actions with respect to any websites and domain names, patents,
copyrights or trademarks could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


The Debtor
will, promptly following its becoming aware thereof, notify the Secured Party
of (i) any materially adverse determination in any proceeding in the United
States Patent and Trademark Office or United States Copyright Office with
respect to any patent, trademark or copyright material to the Debtor’s business
to the extent such determination would have a Material Adverse Effect or to the
extent that notice thereof would otherwise be required by the Loan Agreements;
or (ii) any written 


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


claim
received, the institution of any proceeding or any materially adverse
determination in any federal, state, local or foreign court or administrative
bodies regarding the Debtor’s claim of ownership in or right to use any patent,
trademark, copyright or website and domain name, its right to register any of
the foregoing Collateral, or its right to keep and maintain such registration
in full force and effect, in each case to the extent that any such claim,
proceeding or determination could reasonably be expected to have a Material
Adverse Effect or to the extent that notice thereof would otherwise be required
by the Loan Agreements.


          (M)
Negative Pledge. The Debtor shall not grant a negative
pledge upon any of its property, real or personal, in favor of any lender of
the Debtor other than the Secured Party.


          (N)
Commercial Tort Claims. If the Debtor shall at any
time acquire a commercial tort claim, as defined in the UCC, the Debtor shall
notify the Secured Party within 5 business days of such acquisition in a
writing signed by the Debtor of the brief details thereof and grant to the
Secured Party in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Security Agreement, with such writing to be
in form and substance reasonably satisfactory to the Secured Party.


          (O)
No Fixtures.
It is the intention of the parties hereto that (except for Collateral located
on real estate owned in fee simple by the Debtor that is mortgaged to the
Secured Party pursuant to a mortgage, deed of trust or other security
instrument, if any, or Collateral located on real estate for which a leasehold
mortgage, deed of trust or other security instrument is given, if any, and the
landlord with respect thereto executes and delivers to the Secured Party a
landlord waiver and consent in favor of the Secured Party in form and substance
satisfactory to the Secured Party) none of the Collateral shall become fixtures
and the Debtor will take all such reasonable action or actions as may be
reasonably necessary to prevent any of the Collateral from becoming fixtures,
which actions may include, without limitation, the use of the Debtor’s
commercially reasonable efforts to obtain waivers of liens, in form
satisfactory to the Secured Party, from each lessor of real property on which
any of the Collateral is or is to be located to the extent reasonably requested
by the Secured Party.


           SECTION
5. Event of Default. (a) The breach of or failure to
pay or perform any of the Obligations secured hereby in accordance with their
respective terms, which breach or failure continues beyond any applicable cure
period, (b) any representation or warranty made by the Debtor in this Security
Agreement is false or misleading in any material respect on or as of the date
made or deemed made, (c) the breach of or failure to perform or observe any
covenant or agreement contained in this Security Agreement or (d) the existence
of any Event of Default under either Loan Agreement or any other Loan Document
shall each constitute an “Event of Default”
hereunder; provided that any breach of the terms of this Security Agreement
which shall also constitute a breach of either Loan Agreement or any other Loan
Document shall be subject to the same notice and cure right applicable to such
breach under such Loan Agreement or such other Loan Document.


          SECTION
6. Rights and Remedies. Upon the occurrence of any
Event of Default hereunder, the Secured Party may declare all Obligations to be
immediately due and payable and proceed against the Debtor directly for
payment, and, to the extent permitted by applicable Law, may 


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Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


exercise any
and all rights and remedies of a secured party in the enforcement of its
security interest under the UCC, this Security Agreement, or any other
applicable Law. Without limiting the foregoing and subject to applicable law
and regulations promulgated thereunder, and upon the occurrence and during the
continuance of an Event of Default:


          (A)
Disposition of Collateral. The Secured Party may sell,
lease, or otherwise dispose of all or any part of the Collateral, in its then
condition or following any commercially reasonable preparation or processing
thereof, whether by public, judicial or private sale or at any brokers’ board,
in lots or in bulk, for cash, on credit or otherwise, with or without
representations or warranties, and upon commercially reasonable terms, and the
Secured Party may purchase such Collateral at any public or judicial sale, or,
if such Collateral is of a type that is customarily sold on a recognized market
or is of a type which is the subject of widely distributed standard price
quotations, at any private sale. To the extent permitted by law, the Debtor
hereby specifically waives all rights of redemption, stay or appraisal which it
has or may have under any law now existing or hereafter adopted. At any time
when advance notice of sale is required, the Debtor agrees that 10 days’ prior
written notice shall be reasonable. In connection with the foregoing, the
Secured Party may:


                    (1)
require the Debtor to assemble the Collateral and all
records pertaining thereto and make such Collateral and records available to
the Secured Party at a place to be designated by the Secured Party which is
reasonably convenient to both parties;


                    (2)
enter the premises of the Debtor or premises under the
Debtor’s control and take possession of the Collateral;


                    (3)
without charge by the Debtor, use or occupy the premises of the Debtor or
premises under the Debtor’s control, including, without limitation, warehouse
and other storage facilities;


                    (4)
without charge by the Debtor, use or sublicense the
use of any patent, trademark, service mark, trade name or other intellectual
property or technical process used by the Debtor in connection with any of the
Collateral (and such use or right of use shall inure to the benefit of all
successors, assigns and transferees of the Secured Party and their respective
successors, assigns and transferees, whether by voluntary conveyance, operation
of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or
otherwise);


                    (5)
rely upon the advice or instructions of any one or
more brokers or other experts selected by the Secured Party to determine the
method or manner of disposition of any of the Collateral and, in such event,
any disposition of the Collateral by the Secured Party in accordance with such
advice or instructions shall be presumptively deemed to be commercially
reasonable; and


                    (6)
compromise and settle or sell, assign or transfer or
ask, collect, receive or issue any and all claims possessed by the Debtor which
constitute a portion of the Collateral, all in the name of the Debtor.


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Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


          (B)
Collection of Receivables. The Secured Party may, but
shall not be obligated to, take all actions reasonable or necessary to
preserve, enforce or collect the Receivables, including, without limitation,
the right to notify account debtors and obligors on instruments to make direct
payment to the Secured Party, to permit any extension, compromise or settlement
of any of the Receivables for less than face value, or to sue on any
Receivable, all without prior notice to the Debtor.


          (C)
Proceeds. The Secured Party may collect and apply all
proceeds of the Collateral, and may endorse the name of the Debtor in favor of
the Secured Party on any and all checks, drafts, money orders, notes,
acceptances, or other instruments of the same or a different nature,
constituting, evidencing, or relating to the Collateral which may come into the
possession of the Secured Party. The Secured Party may receive and open all
mail addressed to the Debtor and remove therefrom any cash or non-cash items of
payment constituting proceeds of the Collateral.


          (D)
Insurance Adjustments. The Secured Party may adjust,
settle, and cancel any and all insurance covering any Collateral, endorse the
name of the Debtor in favor of the Secured Party on any and all checks or
drafts drawn by any insurer, whether representing payment for a loss or a
return of unearned premium, and execute any and all proofs of claim and other
documents or instruments of every kind required by any insurer in connection
with any payment by such insurer.


          (E)
Appointment of Receiver. Without demand or notice to
the Debtor except to the extent required by law, the Secured Party shall have
the right to the appointment of a receiver for the properties and assets of the
Debtor and the Debtor hereby consents to such right and to such appointment and
hereby waives any objection the Debtor may have thereto and hereby waives the
right to have a bond or other security posted by the Secured Party or any other
person in connection therewith.


          (F)
Deposit Accounts.
Upon the occurrence and during the continuance of any Event of Default, such
Event of Default not having previously been waived, remedied or cured, the
Secured Party shall have the right at any time or times to give any depository
bank holding moneys or other assets of the Debtor instructions as to the
withdrawal, transfer or other disposition of any funds in any deposit accounts
of the Debtor subject thereto, without the consent of the Debtor, and may apply
all sums withdrawn from such deposit accounts to the payment of the Obligations
in accordance with the terms of the Loan Agreements and, and in addition, the
Secured Party may instruct such depository banks to terminate the Debtor’s
withdrawal rights with respect to such deposit accounts. The Debtor constitutes
and appoints irrevocably the Secured Party its true and lawful attorney, with
full power of substitution, without limitation, upon the occurrence and during
the continuance of an Event of Default (or other event which, in the Secured
Party’s determination, adversely affects the Secured Party’s interest in the
Collateral), to demand, collect, receive and sue for all amounts which may
become due and payable under the deposit accounts, and to execute all
withdrawal receipts or other orders for the Debtor, in the Secured Party’s own
name or in the name of the Debtor or otherwise, which the Secured Party
reasonably deems necessary or appropriate to protect and preserve its right, title
and interest in such deposit accounts.


          The net
proceeds of any disposition of the Collateral may be applied by the Secured
Party, after deducting its reasonable expenses incurred in such disposition,
including, but not limited to, the 


11

















Security Agreement/New
Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


reasonable
attorneys’ fees and legal expenses incurred by the Secured Party, to the extent
not prohibited by law to the payment in whole or in part of the Obligations in
the manner provided in the Loan Agreements. The enumeration of the foregoing
rights and remedies is not intended to be exhaustive, and the exercise of any
right or remedy or both shall not preclude the exercise of any other rights or
remedies, all of which are cumulative and non-exclusive.


          SECTION
7. FCC and State Regulatory Matters.
Notwithstanding any other provision of this Security Agreement:


          (A)
Any foreclosure on, sale, transfer or other
disposition of, or the exercise or relinquishment of any right to vote or
consent with respect to, any of the Collateral by the Secured Party shall, to
the extent required, be in conformance with the applicable laws, rules and
regulations of the FCC and of the State of Minnesota, and, if and to the extent
required thereby, subject to the prior approval of or notice to and
non-opposition of the FCC and the PUC.


          (B)
If an Event of Default shall have occurred and be
continuing, the Debtor shall take any action which the Secured Party may
reasonably request in order to transfer or assign, or both, to the Secured
Party, or to such one or more third parties as the Secured Party may designate,
or to a combination of the foregoing, any FCC or PUC license, permit,
certificate or other authorization held or utilized by the Debtor, subject to
the prior approval of the FCC or any PUC, if required. Alternatively, the
Secured Party is empowered, to the extent permitted by applicable Law, to
request the appointment of a receiver from any court of competent jurisdiction.
Such receiver may be instructed by the Secured Party to seek from the FCC or
any PUC consent to an involuntary transfer of control of the Debtor or
assignment, or both, of each such FCC or PUC license, permit, certificate or
other authorization for the purpose of seeking a bona fide purchaser to whom
control of assets used in the provision of telecommunications or related
services will ultimately be transferred or assigned. The Debtor hereby agrees
to authorize such an involuntary transfer of control or assignment, or both,
upon the request of the receiver so appointed and, if the Debtor shall refuse
to authorize the transfer, its approval may be required by the court. Upon the
occurrence and during the continuance of an Event of Default, the Debtor shall
further use commercially reasonable efforts to assist in obtaining approval of
the FCC or any PUC and any other state regulatory bodies, if required, for any
action or transactions contemplated by this Security Agreement, including,
without limitation, the preparation, execution and filing with the FCC or any
PUC and any other state regulatory bodies of the assignor’s or transferor’s
portion of any application or applications for consent to the assignment of any
FCC or PUC license, permit, certificate or other authorization or right to use
any FCC or PUC license, permit, certificate or other authorization or transfer
of control necessary or appropriate under the rules and regulations of the FCC
or PUC or any other state regulatory body for approval or non-opposition of the
transfer or assignment of any portion of the Collateral, together with any FCC
or PUC license, permit, certificate or other authorization.


          (C)
The Debtor acknowledges that the assignment or
transfer of any FCC or PUC license, permit, certificate or other authorization
or right to use any FCC or PUC license, permit, certificate or other
authorization (subject to the prior approval of the FCC or any PUC, if
required) is integral to the Secured Party’s realization of the value of the
Collateral, that there is no adequate remedy at law for failure by the Debtor
to comply with the provisions of this Section 7 and that such failure would 


12

















Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


not be
adequately compensable in damages, and therefore agrees, without limiting the
right of the Secured Party to seek and obtain specific performance of other
obligations of the Debtor contained in this Security Agreement, that the
agreements contained in this Section 7 may be specifically enforced.


          SECTION
8. Other Provisions.


          (A)
Amendment and Waiver. Without the prior written
consent of the Secured Party, no amendment or waiver of, or consent to any
departure by the Debtor from, any provision hereunder shall be effective. Any
such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No delay or failure by
the Secured Party to exercise any remedy hereunder shall be deemed a waiver
thereof or of any other remedy hereunder. A waiver on any one occasion shall
not be construed as a bar to or waiver of any remedy on any subsequent
occasion.


          (B)
Costs and Attorneys’ Fees. Except as prohibited by
law, if at any time the Secured Party employs counsel in connection with the
creation, perfection, preservation, or release of the security interest of the
Secured Party in the Collateral or the enforcement of any of the Secured
Party’s rights or remedies hereunder, all of the Secured Party’s reasonable
attorneys’ fees arising from such services and all other reasonable expenses,
costs, or charges relating thereto shall become part of the Obligations secured
hereby and be paid by the Debtor on demand.


          (C)
No Obligation to Make Loans. Nothing contained herein
or in any financing statement or other collateral document executed or filed in
connection herewith shall be construed to obligate the Secured Party to make
any loan or advance to the Debtor, whether pursuant to a commitment or
otherwise.


          (D)
Termination; Reinstatement. This Security Agreement shall remain in full force and effect
until (i) the Secured Party has no further commitment or obligation to make
advances to be secured hereby with respect to the Obligations, (ii) all
Obligations have been paid in full and (iii) the Secured Party has executed and
delivered a written statement of termination. To the extent the Debtor or any
third party makes a payment or payments to the Secured Party or the Secured
Party receives any payment or proceeds of the Collateral for the Obligations,
enforces its security interest or exercises any right of set off, and such
payment or payments or the proceeds thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, or required to be repaid
to a trustee, receiver, or any other party under any bankruptcy, insolvency or
other law or in equity, or any combination of the foregoing, then, to the
extent of such recovery, the Obligations or any part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect, and this Security Agreement, if earlier terminated, shall be revived
and continued in full force and effect, as if such payment or payments had not
been made, or such enforcement or set off had not occurred.


          (E)
Performance by the Secured Party. Upon the occurrence
of an Event of Default hereunder, the Secured Party may, at its option and
without notice to or demand upon the Debtor, except as expressly stated herein,
without obligation and without waiving or diminishing any of its other rights
or remedies hereunder, fully perform or dis­charge any of such duties. Upon the



13

















Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


occurrence of
an Event of Default hereunder, all costs and expenses incurred by the Secured
Party in con­nec­tion therewith, together with interest thereon at 4% per annum
in excess of the highest interest rate applicable to any Loan or advance
secured hereby (and in the case of payment obligations other than principal on
the Loans prior to the maturity of the Loans, 6.50% per annum in excess of the
Secured Party’s announced Base Rate) shall become part of the Obligations
secured hereby and be due and paid by the Debtor upon demand.


          (F)
Indemnification, Etc. The Debtor hereby expressly
indemnifies and holds the Secured Party harmless from any and all claims,
causes of action, or other proceedings, and from any and all liability, loss,
damage, and expense of every nature, arising by reason of the Secured Party’s
enforcement of its rights and remedies hereunder, or by reason of the Debtor’s
failure to comply with any environmental or other law or regulation, other than
any such claim, cause of action or other proceeding, liability, loss, damage or
expense arising by reason of gross negligence or willful misconduct on the part
of the Secured Party. In any suit, proceeding or action brought by the Secured
Party under any account for any sum owing thereunder, or to enforce any
provisions of any account, the Debtor will save, indemnify and keep the Secured
Party harmless from and against all expense, loss or damage suffered by reason
of any defense, set off, counterclaim, recoupment or reduction of liability
whatsoever of the account debtor or any other obligor thereunder, arising out
of a breach by the Debtor of any obligation thereunder or arising out of any
other agreement, indebtedness or liability at any time owing to or in favor of
such account debtor or obligor or its successors from the Debtor (except to the
extent any such expense, loss or damage results from the gross negligence or
willful misconduct of the Secured Party). The obligations of the Debtor under
this Subsection 8(F) shall survive the termination of the other provisions of
this Security Agreement.


          (G)
Power of Attorney. The Debtor hereby constitutes and
appoints the Secured Party or the Secured Party’s designee during the term of
any Obligations as its attorney-in-fact, effective upon the occurrence of an
Event of Default, which appointment is an irrevocable, durable agency, coupled
with an interest, with full power of substitution. This power of attorney and
mandate is for the purpose of taking, whether in the name of the Debtor or in
the name of the Secured Party, any action which the Debtor is obligated to
perform hereunder or which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Security Agreement (including, without
limitation, the power to collect accounts and deposit accounts and otherwise
direct the depository institutions with respect thereto, and to provide control
notices and/or entitlement orders to institutions with respect to securities
accounts). The powers conferred upon the Secured Party in this Subsection 8(G)
are solely to protect its interest in the Collateral and shall not impose any
duty upon the Secured Party to exercise any such powers. The Secured Party
shall have the right to exercise its power of attorney only upon the occurrence
and during the continuance of an Event of Default.


          (H)
Continuing Effect. This Security Agreement, the
security interest of the Secured Party, in the Collateral, and all other
documents or instruments contemplated hereby shall continue in full force and
effect until all of the Obligations have been satisfied in full and each of the
Guaranty, New Ulm MLA, New Ulm First Supplement, New Ulm Second Supplement, and
each other Supplement under the New Ulm MLA, Hutchinson MLA, Hutchinson First
Supplement, Hutchinson Second Supplement, Hutchinson Third Supplement and each
other Supplement under the Hutchinson 


14

















Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584


MLA, the
related Notes, and the other Loan Documents has been terminated in accordance
with their respective terms and any preference period applicable to payments
made on or security given for the Obligations has expired under applicable Law.


          (I)
Binding Effect. This Security Agreement shall be
binding upon and inure to the benefit of the Secured Party and its successors
and assigns, and in the event of an assignment of all or any of the
Obligations, the rights hereunder, to the extent applicable to the indebtedness
so assigned, may be transferred with such indebtedness. This Security Agreement
shall be binding upon and inure to the benefit of the Debtor and its successor
and assigns; provided, that the Debtor may not assign any of its rights
or obligations hereunder without the prior written consent of the Secured
Party.


          (J)
Governing Law. Except to the extent governed by
applicable federal law, this Security Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado without
reference to choice of law doctrine.


          (K)
Notices. All notices hereunder shall be delivered in
accordance with the terms and conditions set forth in and to the address
provided for the parties in Section 10(e) of the Guaranty.


          (L)
Severability.
Any term or provision of this Security Agreement that is determined to be
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.


          (M)
Entire Agreement. This Security Agreement, together
with all documents referred to herein, constitute the entire agreement between
the Debtor and the Secured Party with respect to the matters addressed herein.


          (N)
Changes in Applicable Law. The parties acknowledge
their intent that, upon the occurrence and during the continuation of an Event
of Default, the Secured Party shall receive, to the fullest extent permitted by
applicable Law and government policy (including, without limitation, the rules,
regulations and policies of the FCC or any PUC), all rights necessary or
desirable to obtain, use or sell the Collateral and to exercise all remedies
available to it under this Security Agreement, the UCC as in effect in any
applicable jurisdiction or other applicable Law. The parties further
acknowledge and agree that, in the event of changes in the law or governmental
policy occurring subsequent to the date hereof that affect in any manner the
Secured Party’s rights of access to, or use or sale of, the Collateral, or the
procedures necessary to enable the Secured Party to obtain such rights of
access, use or sale, the Secured Party and the Debtor shall amend this Security
Agreement in such manner as the Secured Party shall reasonably request in order
to provide the Secured Party such rights to the greatest extent possible
consistent with applicable Law and governmental policy and the Loan Agreements.


          (O)
Marshaling. The Secured Party shall not be required to
marshal any present or future security for (including but not limited to this
Security Agreement and the Collateral subject to the security interest created
hereby), or guarantees of, the Obligations or any of them, or to resort to such
security or guarantees in any particular order; and all of its rights hereunder
and in respect of such


15

















Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584 


securities and guaranties shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that
it lawfully may, the Debtor hereby agrees that it will not invoke any law
relating to the marshaling of collateral, and to the extent that it lawfully
may do so the Debtor hereby irrevocably waives the benefits of all such laws.
Except as otherwise provided by applicable Law, the Secured Party shall have no
duty as to the collection or protection of the Collateral or any income
thereon, nor as to the preservation of rights against prior parties, nor as to
the preservation of any rights pertaining thereto beyond the sole custody
thereof.


[Signatures follow on next
page.]


16

















Security
Agreement/New Ulm Telecom, Inc.

Loan Nos. RX0583 and RX0584 


          IN
WITNESS WHEREOF, the Debtor has caused this Security
Agreement to be executed and delivered, and the Secured Party has caused this
Security Agreement to be executed and delivered, each by their duly authorized
officer as of the date shown above. 


	
 

	
 

	
 


	
 

	
NEW ULM TELECOM, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





[Signatures Follow on Next Page]


17

















Security
Agreement/New Ulm Telecom, Inc. 

Loan Nos. RX0583 and RX0584 


[Signatures Continued from Previous Page]


	
 

	
 

	
 


	
 

	
COBANK, ACB


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Roger Opp


	
 

	
 

	
Vice
 President