NEW ULM TELECOM, INC. EXHIBIT 10.4 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.4  


Loan No. RX0583-T1


PROMISSORY NOTE


NEW ULM TELECOM, INC.


	
 

	
 


	
$15,000,000

	
Dated: January 4, 2008





          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 the
date hereof, among the undersigned and Payee, as it may be amended, modified,
supplemented, extended or restated from time to time, (the “MLA”), and in that certain First
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 “First
Supplement”; and together with the MLA, collectively, the “Loan Agreement”), ­the principal
sum of
FIFTEEN MILLION UNITED STATES DOLLARS ($15,000,000) 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.

















Promissory
Note/New Ulm Telecom, Inc.

Loan No. RX0583-T1


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


	
 

	
 

	
 


	
 

	
NEW ULM TELECOM, INC.


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title: