Exhibit 10.2


 


Loan No. RX0583-T3


 


PROMISSORY NOTE


 


NEW ULM TELECOM, INC.


 





	$4,500,000	Dated: December 19, 2012






 


FOR VALUE RECEIVED, the undersigned unconditionally
promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth
in that certain Master Loan Agreement, dated as of January 4, 2008, among the undersigned and Payee, as it has been and may further
be amended, modified, supplemented, extended or restated from time to time, (the “MLA”), and in that
certain Third Supplement to the Master Loan Agreement, dated as of the date hereof, among the undersigned and Payee, as it may
be amended, modified, supplemented, extended or restated from time to time (the “Third Supplement”;
and together with the MLA, collectively, the “Loan Agreement”), the principal sum of FOUR MILLION
FIVE HUNDRED THOUSAND UNITED STATES DOLLARS ($4,500,000) or such lesser amount as may be advanced hereunder, together with interest
on the unpaid principal balance hereof at the rate or rates set forth in the Loan Agreement.


 


This note is given for the loan to be made by the Payee
to the undersigned pursuant to the Loan Agreement, all of the terms and provisions of which (including, without limitation, provisions
regarding acceleration of the maturity hereof and application of default interest and of a surcharge to payments hereunder) are
hereby incorporated by reference. Accrued interest and payments shall be posted by the Payee upon an appropriate accounting record,
which record (and all computer printouts thereof) shall constitute prima facie evidence of the outstanding principal and interest
on the loan. Any amount of principal hereof which is not paid when due, whether at stated maturity, by acceleration or otherwise,
shall bear interest from the date when due until said principal amount is paid in full, payable on demand, at a rate per annum
set forth in Section 11(D) of the MLA.


 


The makers or endorsers hereof hereby waive presentment
for payment, demand, protest, and notice of dishonor and nonpayment of this note, and all defenses on the ground of delay or of
any extension of time for the payment hereof which may be hereafter given by the holder or holders hereof to them or either of
them or to anyone who has assumed the payment of this note, and it is specifically agreed that the obligations of said makers or
endorsers shall not be in anywise affected or altered to the prejudice of the holder or holders hereof by reason of the assumption
of payment of the same by any other person or entity.


 


Should this note be placed in the hands of an attorney
for collection or the services of any attorney become necessary in connection with enforcing its provisions, the undersigned agrees
to pay reasonable attorneys' fees, together with all costs and expenses incident thereto, to the extent allowed by law. Except
to the extent governed by applicable federal law, this note shall be governed by and construed in accordance with the laws of the
State of Colorado, without reference to choice of law doctrine. Whenever possible, each provision of this note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this note. Whenever in this note reference is made to the Payee
or the undersigned, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns.
The provisions of this note shall be binding upon and shall inure to the benefit of such successors and assigns. The undersigned’s
successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the undersigned.


 



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IN WITNESS WHEREOF, the undersigned has caused
this note to be executed and delivered by its duly authorized officer as of the date first shown above.


 


 


	 	NEW ULM TELECOM, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Curtis Kawlewski
 Chief Financial Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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