LOAN PARTY AS MAY BE NEEDED BY SUCH
LOAN PARTY FROM TIME TO TIME TO HONOR ALL OF ITS OBLIGATIONS UNDER THE GUARANTY
PROVIDED HEREIN AND UNDER THE OTHER LOAN DOCUMENTS INCLUDING OBLIGATIONS WITH
RESPECT TO SWAP OBLIGATIONS THAT WOULD, IN THE ABSENCE OF THE AGREEMENT IN THIS
SECTION 16 OTHERWISE CONSTITUTE EXCLUDED SWAP OBLIGATIONS (BUT IN EACH CASE,
ONLY UP TO THE MAXIMUM AMOUNT OF SUCH LIABILITY THAT CAN BE HEREBY INCURRED
WITHOUT RENDERING ITS OBLIGATIONS UNDER THIS SECTION 16
OR OTHERWISE UNDER THIS
CONTINUING GUARANTY OR ANY LOAN DOCUMENT, AS IT RELATES TO SUCH OTHER LOAN
PARTIES, VOIDABLE UNDER APPLICABLE LAW RELATING TO FRAUDULENT CONVEYANCE OR
FRAUDULENT TRANSFER, AND NOT FOR ANY GREATER AMOUNT).
THE OBLIGATIONS AND
UNDERTAKINGS OF THE QUALIFIED ECP GUARANTORS UNDER THIS SECTION 16
SHALL REMAIN
IN FULL FORCE AND EFFECT UNTIL ALL OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID AND
PERFORMED IN FULL.
THE LOAN PARTIES INTEND THAT THIS SECTION 16
CONSTITUTE,
AND THIS SECTION 16
SHALL BE DEEMED TO CONSTITUTE, A "KEEPWELL, SUPPORT, OR
OTHER AGREEMENT" FOR THE BENEFIT OF EACH OTHER LOAN PARTY FOR ALL PURPOSES OF
THE COMMODITY EXCHANGE ACT.
14
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 17.
EFFECT OF AMENDMENT; NO NOVATION. THE
AMENDMENT AND RESTATEMENT OF THE PRIOR GUARANTY PURSUANT TO THIS CONTINUING
GUARANTY SHALL BE EFFECTIVE AS OF THE AMENDMENT DATE (AS DEFINED IN THE SECOND
SUPPLEMENT).
ALL OBLIGATIONS AND RIGHTS OF THE GUARANTORS, THE BORROWER AND
COBANK ARISING OUT OF OR RELATING TO THE PERIOD COMMENCING ON THE AMENDMENT DATE
SHALL BE GOVERNED BY THE TERMS AND PROVISIONS OF THIS CONTINUING GUARANTY; THE
OBLIGATIONS OF AND RIGHTS OF THE GUARANTORS, THE BORROWER AND COBANK ARISING OUT
OF OR RELATING TO THE PERIOD PRIOR TO THE AMENDMENT DATE SHALL CONTINUE TO BE
GOVERNED BY THE PRIOR GUARANTY WITHOUT GIVING EFFECT TO THE AMENDMENT AND
RESTATEMENTS PROVIDED FOR HEREIN.
THIS CONTINUING GUARANTY SHALL NOT CONSTITUTE
A NOVATION OR TERMINATION OF THE GUARANTORS' OBLIGATIONS UNDER THE PRIOR
GUARANTY OR ANY OTHER LOAN DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
THEREWITH, BUT SHALL CONSTITUTE EFFECTIVE ON THE DATE HEREOF AN AMENDMENT AND
RESTATEMENT OF THE OBLIGATIONS AND COVENANTS OF EACH GUARANTOR AND THE BORROWER
UNDER SUCH LOAN DOCUMENTS (AND EACH GUARANTOR AND THE BORROWER HEREBY REAFFIRM
ALL SUCH OBLIGATIONS AND COVENANTS, AS HEREBY AMENDED).
[Signatures commence on following page]
15
Amended and Restated Continuing Guaranty
Loan No. RX0583
IN WITNESS WHEREOF,
the Borrower and each Guarantor, intending to
be legally bound hereby, has caused this Continuing 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 the Borrower
By: _/S/___Curtis Kawlewski
Name:
Curtis Kawlewski
Title:
Chief Financial Officer
HUTCHINSON TELEPHONE COMPANY, as successor by merger to Hutchinson Acquisition
Corp., as a Guarantor
By: _/s/___Curtis Kawlewski
Name:
Curtis Kawlewski
Title:
Chief Financial Officer
NEW ULM LONG DISTANCE, INC.,
as a Guarantor
By: _/s/___Curtis Kawlewski
Name:
Curtis Kawlewski
Title:
Chief Financial Officer
[Signatures Continue on Following