NEW ULM TELECOM, INC. EXHIBIT 10.13 TO FORM 8-K DATED DECEMBER 31, 2007




Exhibit 10.13  



Loan No. ML RX0584-T3

PROMISSORY NOTE


	
 

	
 


	
$3,000,000

	
January 4, 2008





          FOR VALUE
RECEIVED, the undersigned, promises to pay to COBANK, ACB (“Payee”),
or its order, at the times and in the manner set forth in that certain Master
Loan Agreement, dated as of even date herewith, 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 Third
Supplement to the Master Loan Agreement, dated as of even date herewith, among
the undersigned and Payee, as it may be amended, modified, supplemented,
extended or restated from time to time (the “Third Supplement”),
the principal sum of THREE MILLION UNITED STATES DOLLARS ($3,000,000) 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 Third
Supplement.


          This
note is given for the loan to be made by Payee to the undersigned pursuant to
the MLA and the Third Supplement, 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. Advances, accrued
interest, and payments shall be posted by 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 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. 






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


	
 

	
 

	
 


	
 

	
HUTCHINSON
  ACQUISITION CORP.


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title: