Exhibit 10.16


 


CONSTRUCTION NOTE


 


	
  Note
  Date: April 24, 2008

  	
  $13,646,000.00

  
	
  Maturity
  Date: February 26, 2010

  	
   

  



 


FOR VALUE RECEIVED, HIGHWATER ETHANOL, LLC, a Minnesota limited
liability company (“BORROWER”), promises to pay to the order of Deere Credit, Inc.
in care of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its principle office in
Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS
under the AGREEMENT (as defined below), the principal sum of Thirteen Million
Six Hundred Forty-Six Thousand and No/100 Dollars ($13,646,000.00), or the
amount shown on BANK’s records to be outstanding, plus interest (calculated on
the basis of actual days elapsed in a 360-day year) accruing each day on the
unpaid principal balance at the annual interest rates defined below.  Absent manifest error, BANK’s records shall
be conclusive evidence of the principal and accrued interest owing hereunder.


 


This CONSTRUCTION NOTE is executed pursuant to a Construction Loan
Agreement (“LOAN AGREEMENT”) between BORROWER and BANKS dated of even date
herewith.  All capitalized terms not
otherwise defined in this CONSTRUCTION NOTE shall have the meanings provided in
the LOAN AGREEMENT.


 


INTEREST ACCRUAL.  Interest on the principal amount outstanding
on the CONSTRUCTION LOAN shall accrue at the rate provided for in the LOAN
AGREEMENT.  Interest shall be calculated
on the basis of a 360-day year, counting the actual number of days elapsed, and
will adjust monthly as described in the LOAN AGREEMENT.


 


REPAYMENT TERMS.  Until the CONSTRUCTION LOAN TERMINATION DATE
applicable to this CONSTRUCTION NOTE, interest only shall be payable monthly,
commencing June 8, 2008.  On the
CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all
principal and accrued interest shall be due and payable.  The LOAN AGREEMENT describes the TERM NOTES
that may be used by BORROWER to pay this CONSTRUCTION NOTE.


 


PREPAYMENT.  The LOAN AGREEMENT contains provisions
regarding prepayment.


 


ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or
substitutions, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this CONSTRUCTION NOTE by
reference.  BORROWER agrees to pay all
costs of collection, including reasonable attorneys’ fees and legal expenses
incurred by BANK if this CONSTRUCTION NOTE is not paid as provided above.  This CONSTRUCTION NOTE shall be governed by
the substantive laws of the State of Nebraska, exclusive of its choice of laws
principles.


 


WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. 
BORROWER and any other person who signs, guarantees or endorses this
CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment,
demand for payment, notice of dishonor, protest, and any notice relating to the
acceleration of the maturity of this CONSTRUCTION NOTE.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


Executed as of the Note Date first above written.


 


 


	
   

  	
  HIGHWATER ETHANOL, LLC, a

  Minnesota limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brian Kletscher

  
	
   

  	
   

  	
  Brian Kletscher, President

  



 


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