NEW ULM TELECOM, INC. EXHIBIT 10.15 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.15  


EXECUTION COPY


RX0583

RX0584


CONTINUING
GUARANTY


          THIS
CONTINUING GUARANTY (as the same
may be amended, restated, supplemented, extended or otherwise modified from
time to time, this “Guaranty”) is jointly and severally made as of
January 4, 2008, by each of the signatories listed on the signature pages
hereto and each of the other entities that becomes a party hereto pursuant to Section
14 (the “Guarantors”
and individually, a “Guarantor”),
in favor of and for the benefit of COBANK, ACB, a federally chartered instrumentality of the United States of
America (“CoBank”).


R
E C I T A L S:


          WHEREAS, CoBank and New Ulm Telecom, Inc.
(“New Ulm”) have entered into that
certain Master Loan Agreement, dated as of even date herewith (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “New Ulm MLA”), that
certain First Supplement to the Master Loan Agreement, dated as of even date
herewith (as the same may be amended, modified, supplemented, extended or restated
from time to time, the “New Ulm
First Supplement”),
providing for a term loan of up to $15,000,000, and that certain Second
Supplement to the Master Loan Agreement, dated as of even date herewith (as the
same may be amended, modified, supplemented, extended or restated from time to
time, the “New Ulm Second Supplement”;
the New Ulm MLA, as supplemented by the New Ulm First Supplement and the New
Ulm Second Supplement, the “New Ulm Loan Agreement”), providing for a reducing revolving loan in
the aggregate principal
amount outstanding at any one time not to exceed $10,000,000;


          WHEREAS, CoBank and Hutchinson Acquisition
Corp. (“Hutchinson”; and,
together with New Ulm, and their successors, each a “Borrower” and, collectively, the
“Borrowers”) have entered into that
certain Master Loan Agreement, dated as of even date herewith (as the same may be amended, modified,
supplemented, extended or restated from time to time, the “Hutchinson MLA”), that certain First Supplement to
the Master Loan
Agreement, dated as of even date herewith (as the same may be amended,
modified, supplemented, extended or restated from time to time, the “Hutchinson First Supplement”), providing
for a term loan of up to
$29,700,000, that certain Second Supplement to the Master Loan Agreement, dated
as of even date herewith (as the same may be amended, modified, supplemented,
extended or restated from time to time, the “Hutchinson Second Supplement”), providing for a revolving loan
in an aggregate
principal amount outstanding at any one time not to exceed $2,000,000, and that



















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certain Third Supplement to the Master Loan Agreement, dated as of even
date herewith (as the same may be amended, modified, supplemented, extended or
restated from time to time, the “Hutchinson
Third Supplement”; the Hutchinson MLA, as
supplemented by the Hutchinson First Supplement, the Hutchinson Second
Supplement and the Hutchinson Third Supplement, collectively, the “Hutchinson Loan Agreement”; the Hutchinson
Loan Agreement, together with the New Ulm Loan Agreement, collectively, the “Loan Agreements”), providing for
a term loan of up to $3,000,000;


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


          WHEREAS, each Guarantor other than New Ulm is
a direct or indirect wholly-owned subsidiary of New Ulm and a direct or
indirect wholly-owned subsidiary or affiliate of Hutchinson; 


          WHEREAS, New Ulm is the direct parent of
Hutchinson and, subsequent to the Merger, of Hutchinson Telephone;


          WHEREAS, each Guarantor acknowledges that it
will derive substantial direct and indirect benefit from the making of the
advances provided for by each of the Loan Agreements to each of the Borrowers;
and


          WHEREAS, as an inducement to CoBank to enter
into the Loan Agreements and make the advances provided for therein, each
Guarantor has agreed to guarantee the obligations of each of the Borrowers to
CoBank, all on the terms and conditions set forth in this Guaranty;


          NOW,
THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, each Guarantor hereby agrees, jointly and severally, as
follows: 


          SECTION 1. Rules of Construction. The following
rules of construction
shall be applicable for all purposes of this Guaranty and all amendments and
supplements hereto except as otherwise expressly provided or unless the context
otherwise requires: 


          (a)
Capitalized terms used in this Guaranty, unless otherwise defined herein, shall
have the meanings assigned to them in the Loan Agreements;


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          (b)
The terms used herein shall include the plural as well as the singular, and
vice versa;


          (c)
All references in this Guaranty to designated sections, paragraphs and other
subdivisions are to the designated sections, paragraphs and subdivisions of
this Guaranty;


          (d)
The terms “herein,” “hereof” and “hereunder” and similar words refer to this
Guaranty as a whole and not to any particular provision unless otherwise
specified;


          (e)
The term “person” includes any individual, corporation, limited liability
company, partnership, joint venture, association, trust, sole proprietorship,
unincorporated organization and any government authority or any agency or
political subdivision thereof; and


          (f)
The terms “include,” “including” and similar terms shall be construed as if
followed by the phrase “without being limited to.” 


          SECTION 2. Obligations.
“Obligations” shall mean, collectively,
(a) the payment and performance of all obligations of each of the Borrowers,
any of their respective Subsidiaries, and of any Guarantor, whether now
existing or hereinafter arising, under either Loan Agreement or any other Loan
Documents;and (b) the
payment of all other indebtedness and the performance of all other obligations
of each of the Borrowers to CoBank 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 CoBank or other extensions of
credit and all covenants, agreements, and provisions contained in all loan and
other agreements between the Borrower and CoBank or any affiliate of CoBank
(including, without limitation, the Farm Credit Leasing Services Corporation). 


          SECTION
3. The Guaranty.


          (a)
Each of the Guarantors hereby, subject to the provisions of Section 4(g),
jointly and severally, absolutely, unconditionally, irrevocably, completely and
immediately, as primary obligor and not merely as surety, guarantees to CoBank
the prompt and complete payment and performance when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) of the
Obligations. Upon failure by any Borrower, any of its respective Subsidiaries,
or any Guarnator, as applicable, to pay in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) any of the
Obligations, each of the Guarantors, jointly and severally, agrees that it will
promptly pay the same without set-off or counterclaim at the place and in the
manner specified in the Loan 


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Guaranty

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Documents,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be promptly
paid in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal;


          (b)
Each Guarantor further hereby, jointly and severally, agrees to pay to CoBank,
upon demand, any and all losses and expenses, including, without limitation,
reasonable attorneys’ fees and expenses, paid or incurred by CoBank in
enforcing or attempting to enforce or collecting or attempting to collect, or
obtaining advice of counsel with respect of, any right with respect to, any or
all of the Obligation or any Loan Document, including, without limitation, this
Guaranty, or in attempting to protect or preserve any property, personal or
real, securing the Obligations or pledged under any Loan Document;


          (c)
Each Guarantor hereby, jointly and severally, guarantees any sum or sums which
become due and owing to CoBank as a result of any order of a bankruptcy court
which requires CoBank to turn over moneys paid by any Borrower, any Guarantor
or any other person to CoBank on account of the Obligations. Each Guarantor
agrees that this Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment by any Borrower, any Guarantor or
any other person to CoBank on account of the Obligations is rescinded or must
otherwise be returned or restored upon the insolvency or bankruptcy of any
Borrower, any Guarantor, or any other person, all as though such payment had
not been made; and


          (d)
Notwithstanding any provision to the contrary contained herein or in any other
Loan Document, the maximum liability of any Guarantor hereunder and under the
other Loan Documents shall in no event exceed the aggregate amount that would
render the guaranty of such Guarantor subject to avoidance under any applicable
law.


          SECTION
4. The Guaranty Unconditional. 


          (a)
Each Guarantor hereby agrees that this is a guaranty of payment and performance
and not of collection only. The liability of each Guarantor under this Guaranty
shall be absolute, unconditional, direct, complete and immediate and shall not
be contingent upon the pursuit of any remedies against any Borrower, any
Guarantor or any other person, nor against any security or lien available to
CoBank, its successors, successors-in-title, endorsees or assigns. Each
Guarantor waives any right to require that an action be brought against any
Borrower, any Guarantor or any other person or to require that resort be had to
any security. In the occurrence of a breach, default, or event of default under
any of the Loan Documents, CoBank shall have the right to enforce its rights,
powers and remedies under any of the Loan Documents, in any order, and all
rights, powers and remedies available to CoBank in such event 


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Guaranty

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shall be
nonexclusive and cumulative of all other rights, powers and remedies provided
thereunder or hereunder or by law or in equity. Accordingly, each Guarantor
hereby authorizes and empowers CoBank upon acceleration of the maturity of any
of the Notes or any other Obligation, at its sole discretion, and without
notice to such Guarantor, to exercise any right or remedy which CoBank may have
or any right or remedy hereinafter granted which CoBank may have as to any
security. Each Guarantor expressly waives any right to require any action on
the part of CoBank to proceed to collect amounts due under any Loan Document;


          (b)
Each Guarantor assents to all terms and agreements heretofore or hereafter made
by any Borrower, any of their respective Subsidiaries, any Guarantor, or any
other guarantor of the Obligations with CoBank; 


          (c)
Each Guarantor hereby consents to the following and agrees that its liability
will not be affected or impaired by (i) the exchange, release or surrender of
any collateral to any Borrower, any Guarantor or any other person, or the
waiver, release or subordination of any security interest, in whole or in part;
(ii) the waiver or delay in the exercise of any of CoBank’s rights or remedies
against any Borrower, any Guarantor or any other person; (iii) the release of any Borrower or any other person; (iv)
the renewal, extension or modification of the terms of any of the Obligations
or any instrument or agreement evidencing the same, including, without
limitation, an increase in the principal amount of any of the Notes; and (v)
the acceptance by CoBank of other guaranties; 


          (d)
Each Guarantor irrevocably waives acceptance hereof, notice of acceptance
hereof, and notice of acceleration of and intention to accelerate the
Obligations, and waives the benefit of any statutes of limitations,
presentment, demand or action on delinquency, protest, notice of dishonor,
notice of default, notice of nonpayment or protest in relation to any
instrument evidencing any of the Obligations, and, to the fullest extent
permitted by law, any other demands or notices required by law;


          (e)
Each Guarantor hereby authorizes CoBank, without notice to such Guarantor, to
apply all payments and credits received from any Borrower, from any Guarantor,
or from any other person or realized from any security in such manner and in
such priority as CoBank in its sole judgment shall see fit to the Obligations
which are the subject of this Guaranty; 


          (f)
The liability of each Guarantor under this Guaranty shall not in any manner be
affected by reason of any action taken or not taken by CoBank, which action or
inaction is consented and agreed to by such Guarantor, nor by the partial or
complete unenforceability or invalidity of any other guaranty or surety
agreement, pledge, assignment, or other security for any of the Obligations. No
delay in making demand on any Guarantor for satisfaction of its liability
hereunder shall prejudice CoBank’s right to enforce such satisfaction. All of
CoBank’s 


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Guaranty

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rights and
remedies shall be cumulative and any failure of CoBank to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any time, and from time to time, thereafter;


          (g)
This Guaranty shall be a continuing one and shall be binding upon each
Guarantor regardless of how long before or after the date hereof the
Obligations are incurred until this Guaranty is terminated as provided in this
Guaranty, or until, to the extent provided by applicable law to the extent it
cannot be waived, is revoked by a Guarantor prospectively as to future
transactions, by written notice actually received by CoBank, and such
revocation shall not be effective as to any indebtedness existing or committed
for under the Loan Agreements or the other Loan Documents at the time of actual
receipt of such notice by CoBank, or as to any renewals, extensions or
refinancings thereof. Accordingly, so long as this Guaranty is not revoked
prospectively in accordance with this Subsection 4(g), CoBank may rely
conclusively on a continuing warranty, hereby made, that each Guarantor
continues to be benefited by this Guaranty and CoBank shall have no duty to
inquire into or confirm that the receipt of any such benefits, and this
Guaranty shall be effective and enforceable by CoBank without regard to the
receipt, nature or value of any such benefits; 


          (h)
Each Guarantor hereby subordinates any and all indebtedness of any Borrower,
any of their respective Subsidiaries, or an other Guarantor now or hereafter
owed to such Guarantor to all Obligations of any Borrower and their respective
Subsidiaries to CoBank, and agrees with CoBank that, from and after the
occurrence of a breach, default or event of default under any of the Loan
Documents and for so long as such breach, default or event of default exists,
such Guarantor shall not demand or accept any payment of principal or interest
from any Borrower, any of its respective Subsidiaries, or any other Guarantor,
shall not claim any offset or other reduction of such Guarantor’s liability
hereunder because of any such indebtedness and shall not take any action to
obtain any of the security for the Obligations; provided, however,
that, if CoBank so requests, and so long as such breach, default or event of
default exists, such indebtedness shall be collected, enforced and received by
such Guarantor as trustee for CoBank and be paid over to CoBank on account of
the Obligations of any Borrower, its Subsidiaries, or any Guarantor to CoBank,
but without reducing or affecting in any manner the liability of such Guarantor
under the other provisions of this Guaranty; and


          (i)
Until the Obligations are paid finally and in full, or this Guaranty is
released as provided herein, each Guarantor hereby irrevocably waives any and
all rights it may have to enforce any of CoBank’s rights or remedies or
participate in any security now or hereafter held by CoBank, and any and all
such other rights of subrogation, reimbursement, contribution or
indemnification against any Borrower, any Guarantor or any other person having
any manner of liability for any Borrowers’ obligations to CoBank, whether or
not arising hereunder, by agreement, at law or in equity.


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          SECTION 5. Rights of Contribution. The
Guarantors hereby agree as among themselves that, in connection with payments
made hereunder, each Guarantor shall have a right of contribution from each
other Guarantor in accordance with applicable Law. Each Guarantor’s rights of
contribution shall be subject to the terms and conditions of Section 4.
This Section 5 shall in no respect limit the obligations and liability
of any Guarantor to CoBank, and each Guarantor shall remain liable to CoBank up
to the maximum liability of such Guarantor hereunder.


          SECTION 6. Security. Each Guarantor
acknowledges and agrees that its obligations hereunder are secured in
accordance with the terms of the Loan Documents to which it is a party and that
CoBank may exercise its remedies thereunder in accordance with the terms
thereof.


          SECTION 7. Representations and Warranties. Each
Guarantor represents and
warrants to CoBank, on the date hereof and on the date any advance under the
Loan Agreement is made, converted or continued, as follows: 


          (a)
Organization, Powers, Existence, Etc. Such Guarantor (i) is duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation or organization (as applicable); (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction
of its business makes such qualification necessary unless the failure to so
qualify will not have a Material Adverse Effect; (iii) has all requisite
corporate, limited liability company or partnership (as applicable) and legal
power 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 material
to the conduct of its business or which may be otherwise required by law.


          (b)
Due Authorization; No Violations; Etc. The execution and delivery by
each Guarantor of, and the performance by such Guarantor of its obligations
under, this Guaranty and the other Loan Documents to which it is a party have
been duly authorized by all requisite corporate, limited liability company or
partnership (as applicable) action on the part of such Guarantor and do not and
will not (i) violate any provision of any law, rule or regulation, any
judgment, order or ruling of any court or governmental agency, the articles of
incorporation or organization (as applicable) or bylaws, operating agreement or
partnership agreement (as applicable) of such Guarantor, or any material
agreement, indenture, mortgage, or other instrument to which such Guarantor is
a party or by which such Guarantor or any of its properties is 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 or event of default under any such
agreement, indenture, mortgage, or other instrument. No action on the part of
any shareholder, member, 


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Guaranty

Loan Nos. RX0583 and RX0584


manager or
partner (as applicable) of any Guarantor is necessary in connection with the
execution and delivery by such Guarantor of, and the performance by such
Guarantor of its obligations under, this Guaranty or any other Loan Document to
which it is a party, except for such actions as have been taken prior to or
concurrently to the date hereof, all of which remain in full force and effect.


          (c)
Governmental Approval. No consent, permission, authorization, order, or
license of any Governmental Authority is necessary in connection with the
execution, delivery, performance, or enforcement of this Guaranty or any other
Loan Documents to which such Guarantor is a party, except such as have been
obtained and are in full force and effect or which are required in connection
with the enforcement of or the exercise of remedies under any Loan Document.


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


          (e)
Financial Condition. Such Guarantor represents and warrants that the
liability and obligations of such Guarantor incurred or arising under this
Guaranty and of each Borrower and its respective Subsidiaries incurred or
arising under any Loan Agreement may reasonably be expected to benefit
substantially such Guarantor directly or indirectly, and such Guarantor’s board
of directors, managers, or members, as applicable, have made that
determination. Such Guarantor represents and warrants that it has full and
complete access to all of the Loan Documents and other documents relating to
the Obligations, has reviewed them and is fully aware of the meaning and effect
of their contents. Such Guarantor is fully informed of the financial condition
of each Borrower and of the other Guarantors and of all other circumstances
that bear upon the risks of executing this Guaranty which a diligent inquiry
would reveal. Such Guarantor agrees that CoBank will have no obligation to
advise or notify such Guarantor of or provide such Guarantor with any data or
information.


          (f)
Incorporated Representations and Warranties. Such Guarantor represents
and warrants that the representations and warrants set forth any Loan Agreement
are true and correct in all material respects as they relate to such Guarantor
and in the other Loan Documents to which such Guarantor is a party, each of
which is hereby incorporated herein by reference, are true and correct in all
material respects as of the date hereof (except where such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date), and CoBank shall be entitled to rely on each of them
as if they were fully set forth herein.


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Loan Nos. RX0583 and RX0584


          SECTION 8. Covenants. Each Guarantor covenants and
agrees
with CoBank that so long as this Guaranty remains in effect or the Obligations
have not been fully paid or otherwise satisfied, such Guarantor will take, or
will refrain from taking, as the case may be, all actions necessary to be taken
or not taken so that no violation of any provision, covenant or agreement
contained in any Loan Agreement or in the other Loan Documents to which such
Guarantor is a party, each of which is hereby incorporated herein by reference,
is caused by any act or failure to act of such Guarantor or any of its
Subsidiaries.


          SECTION 9. Right of Set-off. In addition to
any rights and remedies of CoBank provided by law or the Loan Documents, each
Guarantor hereby irrevocable authorizes CoBank at any time and from time to
time during the continuation of an Event of Default, without notice to any
Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply toward payment of all or any part of
the Obligations (i) any indebtedness due or to become due from CoBank to any
Guarantor, and (ii) any moneys, credits or other property belonging to any
Guarantor, at any time held by or coming into the possession of CoBank or any
of its affiliates.


          SECTION 10. Miscellaneous.


          (a)
Governing Law. Except to
the extent governed by applicable federal law, this Guaranty shall be governed
by and construed in accordance with the laws of the State of Colorado without
reference to choice of law doctrine. To the extent Minnesota Statutes Chapter
582.30 is applicable, each Guarantor waives to the extent permitted by
applicable Law Minnesota Statutes Chapter 582.30 and acknowledges that it
remains liable for any deficiency.


          (b)
Binding Effect. This
Guaranty shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns, including any holder or owner of
any of the Notes or the other Loan Documents. No Guarantor may assign any of
its rights or obligations hereunder without the prior written consent of
CoBank.


          (c)
Severability. If any one
or more of the provisions contained herein shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Guaranty, but
this Guaranty shall be construed as if such invalid, illegal or unenforceable
provisions had not been contained herein.


          (d)
Non-Waiver; Modification; Election of Remedies. The failure of any party
to insist, in any one or more instances, upon a strict performance of any of
the terms and conditions of this Guaranty, or to exercise or fail to exercise
any option or right contained herein, shall not


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Guaranty

Loan Nos. RX0583 and RX0584


be construed as a
waiver or a relinquishment for the future of such right or option, but the same
shall continue and remain in full force and effect. The continued performance
by any party of this Guaranty with knowledge of the breach of any term or
condition hereof shall not be deemed a waiver of such breach, and no waiver by
any party of any provision hereof shall be deemed to have been made, or operate
as an estoppel, unless expressed in writing and signed by such party. No
enforcement of any remedy shall constitute an election of remedies.


          (e)
Notices. All notices,
requests and other communications hereunder to CoBank shall be given in the
manner and at the notice address provided in or pursuant to Section 15 of the
Loan Agreements. All notices, requests and other communications hereunder to
any Guarantor shall be given in the manner and in the care of the New Ulm at
New Ulm’s notice address provided in or pursuant to Section 15 of the New Ulm
Loan Agreement.


          (f)
Counterparts. This Guaranty may be executed by one or more of the
parties to this Guaranty on any number of separate counterparts (including by
facsimile or other electronic transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the copies of this Guaranty signed by all the parties shall be lodged with
CoBank and each of the Borrowers.


          (g)
Headings. Section headings in this Guaranty are for convenience of
reference only and shall not govern the interpretation of any provision of this
Guaranty.


          (h)
Merger. This Guaranty represents the final agreement of each of the
Guarantors with respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous agreements, or subsequent
oral agreements, between the Guarantor and CoBank.


          (i)
Regulatory Approvals. Upon any action by CoBank to commence the exercise
of remedies hereunder or under any of the other Loan Documents, each Guarantor
hereby undertakes and agrees to cooperate and join with CoBank in any
application to any Governmental Authority with respect thereto and to provide
such assistance in connection therewith as CoBank may reasonably request,
including, without limitation, the consent to or joining in of filings and
appearances of officers and employees of such Guarantor before any Governmental
Authority, in each case in support of any such application made by CoBank, and
such Guarantor shall, directly or indirectly, not oppose any such action by
CoBank before any such Governmental Authority.


          SECTION 11. Consent to Jurisdiction. To the
maximum extent permitted by law, each
Guarantor agrees that any legal action or proceeding with respect to
this Guaranty or any of the other Loan Documents may be brought in the courts
of the State of Colorado, or of the 


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Guaranty

Loan Nos. RX0583 and RX0584


United States
of America for the District of Colorado, all as CoBank may elect. By execution
of this Guaranty, each Guarantor 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 any Guarantor in any other jurisdiction or to serve process in
any manner permitted or required by law.


          SECTION 12.
Waiver of Jury Trial. EACH
GUARANTOR 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
GUARANTY, ANY OTHER LOAN DOCUMENT, OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS GUARANTY, AND THE SURETY 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 GUARANTY, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH GUARANTOR 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 GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR 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, SUPPLEMENTS OR MODIFICATIONS TO
THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
LOANS. IN THE EVENT OF LITIGATION, THIS GUARANTY, MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT. EACH GUARANTOR AND COBANK ALSO WAIVE ANY BOND
OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
REQUIRED OF COBANK.


          SECTION 13. Additional Guarantors. Any
Subsidiary of any Borrower may become a Guarantor, with the same force and effect
as if originally named as a Guarantor herein, for all purposes of this
Guaranty, upon execution and delivery by such Subsidiary of a written
supplement substantially in the form of Annex I hereto. The execution
and delivery of any instrument adding an additional Guarantor as a party to
this Guaranty shall not require the consent of any other Guarantor hereunder.
The rights and obligations of each Guarantor 


11

















Continuing
Guaranty

Loan Nos. RX0583 and RX0584


hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Guaranty.


          SECTION
14. Release of Guarantors. Upon the liquidation or dissolution of any Guarantor, or the sale of all
of the ownership interests of any Guarantor by the applicable Borrower and its
Subsidiaries, in each case which does not violate the terms of any Loan
Document or is consented to in writing by CoBank, such Guarantor shall upon
written acknowledgement of CoBank be automatically released from all obligations
under this Guaranty and any other Loan Documents to which it is a party.


[Signatures commence on following page]


12

















Continuing
Guaranty

Loan Nos. RX0583 and RX0584


          IN WITNESS
WHEREOF, each
Guarantor, intending to be legally bound hereby, has caused this Guaranty to be
executed and delivered by its duly authorized officer as of the day and year
first above written.


	
 

	
 

	
 


	
 

	
NEW ULM TELECOM, INC., 


	
 

	
as a Guarantor


	
 

	
 


	
 

	
 


	
 

	
By:


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
HUTCHINSON TELEPHONE COMPANY,

 as successor by merger to Hutchinson

 Acquisition Corp., as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
NEW ULM LONG DISTANCE, INC.,

 as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





[Signatures Continue on Following Page]


13

















Continuing
Guaranty

Loan Nos. RX0583 and RX0584


[Signatures Continued From Previous Page]


	
 

	
 

	
 


	
 

	
NEW ULM CELLULAR #9, INC.,


	
 

	
as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
NEW ULM PHONERY, INC., 


	
 

	
as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
PEOPLES TELEPHONE COMPANY, 


	
 

	
as a Guarantor


	
 

	
 


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





[Signatures Continue on Following Page]


14

















Continuing Guaranty

Loan Nos. RX0583 and RX0584


[Signatures Continued from Previous Page]


	
 

	
 

	
 


	
 

	
WESTERN TELEPHONE COMPANY, 


	
 

	
as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
HUTCHINSON 


	
 

	
TELECOMMUNICATIONS, INC.,


	
 

	
as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 


	
 

	
 


	
 

	
HUTCHINSON CELLULAR, INC., 


	
 

	
as a Guarantor


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





15

















Continuing
Guaranty

Loan Nos. RX0583 and RX0584


ANNEX I

To

CONTINUING GUARANTY


          Reference
is hereby made to that certain CONTINUING GUARANTY (as the same may be amended, restated,
supplemented, extended or otherwise modified from time to time, the “Guaranty”) made as of January
4, 2008, by each of the signatories listed on the signature pages thereto, each
of the other entities that becomes a party thereto pursuant to Section 14 of
the Guaranty, and the undersigned (the “Guarantors”
and individual, a “Guarantor”),
in favor of and for the benefit of COBANK,
ACB, a federally chartered instrumentality of the United States of
America (“CoBank”). Capitalized terms used in herein,
unless otherwise defined herein, shall have the meanings assigned to them in
the Guaranty.  


          The
undersigned is a direct or indirect wholly-owned Subsidiary of New Ulm and a
direct or indirect wholly-owned Subsidiary or Affiliate of Hutchinson Telephone
and is executing this Annex I to become a Guarantor under the Guaranty [in order
to induce CoBank to make additional advances under the Loan Agreement and] as
consideration for advances previously made.


          By its
execution below, the undersigned [EXACT LEGAL NAME OF NEW GUARANTOR], a[n]
[STATE OF FORMATION] [[corporation][limited liability
company][limited][partnership]], agrees to become, and does hereby become, a
Guarantor under the Guaranty and agrees to all the terms and conditions of such
Guaranty applicable to it as a Guarantor and agrees to be bound by such Guaranty
as if originally a party thereto. By its execution below, the undersigned
represents and warrants as to itself that all of the representations and
warranties made by it as a Guarantor thereunder are true and correct in all
material respects as of the date hereof (except where such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date).


          IN
WITNESS WHEREOF, [EXACT LEGAL NAME OF NEW GUARANTOR], a[n] [STATE OF FORMATION]
[[corporation] [limited liability company][limited][partnership]], has executed
and delivered this Annex I counterpart to the Guaranty as of this ____________
day of ______________, 20__.


	
 

	
 

	
 


	
 

	
[LEGAL NAME OF NEW GUARANTOR]


	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





16