Exhibit 10.21


 


REVOLVING PROMISSORY NOTE


 


	
  Omaha,
  Nebraska

  	
   

  	
  $1,000,000.00

  
	
  Note
  Date:  April 24, 2008

  	
   

  	
   

  
	
  Maturity
  Date:  April 24, 2009

  	
   

  	
   

  



 


On
or before April 24, 2009, HIGHWATER ETHANOL, LLC (“BORROWER”), promises to
pay to the order of First Bank & Trust (“BANK”) in care of FIRST
NATIONAL BANK OF OMAHA at its headquarters in Omaha, Nebraska and in its
capacity as the ADMINISTRATIVE AGENT for the BANKS under the AGREEMENT (as
defined below), the principal sum hereof, which shall be One Million and No/100
Dollars ($1,000,000.00) or so much thereof as may have been advanced by BANK
and shown on the records of the ADMINISTRATIVE AGENT to be outstanding under
this REVOLVING PROMISSORY NOTE.  Interest
on the principal balance from time to time outstanding will accrue at the rate
provided for in the AGREEMENT, adjusting as provided for in the AGREEMENT.  Interest shall be calculated on the basis of
a 360-day year, counting the actual number of days elapsed.  Interest on the REVOLVING LOAN shall be
payable monthly, in arrears.


 


The interest rate applicable to this REVOLVING NOTE
is subject to reduction after a date six months subsequent to the CONSTRUCTION
LOAN TERMINATION DATE, as provided for in Section 2.15 of the AGREEMENT.


 


This REVOLVING PROMISSORY NOTE is executed pursuant
to that certain Construction Loan Agreement dated April 24, 2008 between
BANKS and BORROWER (the Construction Loan Agreement, together with all
amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”).  The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions,
including default and acceleration provisions, which are incorporated into this
REVOLVING PROMISSORY NOTE by reference. 
All capitalized terms not otherwise defined herein shall have the same
meanings as set forth in the AGREEMENT.


 


The
aggregate unpaid principal amount hereof plus interest shall become immediately
due and payable without demand or further action on the part of the
ADMINISTRATIVE AGENT or BANK upon the occurrence of an EVENT OF DEFAULT as set
forth under the AGREEMENT or any other LOAN DOCUMENT.  If the maturity date of this REVOLVING
PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then
the AGENT shall have all the rights and remedies provided for in the AGREEMENT,
the other LOAN DOCUMENTS or otherwise available at law or in equity.  The rights, powers, privileges, options and
remedies of AGENT provided in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity shall be cumulative and concurrent, and
may be pursued singly, successively or together at the sole discretion of
AGENT, and may be exercised as often as occasion therefor shall occur.  No delay or discontinuance in the exercise of
any right, power, privilege, option or remedy shall be deemed a waiver of such
right, power, 


 

















 


privilege, option or remedy,
nor shall the exercise of any right, power, privilege, option or remedy be
deemed an election of remedies or a waiver of any other right, power,
privilege, option or remedy.  Without
limiting the generality of the foregoing, the ADMINISTRATIVE AGENT’s waiver of
an EVENT OF DEFAULT shall not constitute a waiver of acceleration in connection
with any future EVENT OF DEFAULT.  The
ADMINISTRATIVE AGENT may rescind any acceleration of this REVOLVING PROMISSORY
NOTE without in any way waiving or affecting any acceleration of this REVOLVING
PROMISSORY NOTE in the future as a consequence of an EVENT OF DEFAULT.  The ADMINISTRATIVE AGENT’s acceptance of
partial payment or partial performance shall not in any way affect or rescind
any acceleration of this REVOLVING PROMISSORY NOTE made by the ADMINISTRATIVE
AGENT.


 


Unless
prohibited by law, BORROWER will pay on demand all reasonable costs of
collection, reasonable legal expenses and reasonable attorneys’ fees and costs
incurred or paid by BANK in collecting and/or enforcing this REVOLVING
PROMISSORY NOTE.  Furthermore, BANK
reserves the right to offset without notice all funds held by BANK against
debts owing to BANK by BORROWER.


 


All makers and endorsers hereby waive presentment, demand, protest and
notice of dishonor, consent to any number of extensions and renewals for any
period without notice; and consent to any substitution, exchange or release of
collateral, and to the addition or releases of any other party primarily or
secondarily liable.


 


[SIGNATURE PAGE FOLLOWS]


 


2

















 


Executed as of the Note Date set forth above.


 


 


	
   

  	
   

  	
  HIGHWATER ETHANOL, LLC, a 

  Minnesota limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
             /s/
  Brian Kletscher

  
	
   

  	
   

  	
   

  	
  Brian
  Kletscher, President

  



 


3