Exhibit 10.23


 


REVOLVING PROMISSORY NOTE


 


	
  Omaha, Nebraska 

  	
   

  	
  $2,646,000.00

  
	
  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 NATIONAL BANK
OF OMAHA (“BANK”) at its headquarters in Omaha, Nebraska the principal sum
hereof, which shall be Two Million Six Hundred Forty-Six Thousand and No/100
Dollars ($2,646,000.00) or so much thereof as may have been advanced by BANK
and shown on the records of BANK to be outstanding under this REVOLVING
PROMISSORY NOTE and the AGREEMENT (as defined below).  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
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 BANK 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 BANK 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 BANK, 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,
BANK’s waiver of an EVENT OF DEFAULT shall not constitute a waiver of
acceleration in connection with any future EVENT OF DEFAULT.  BANK 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.  BANK’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
BANK.


 


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]


 


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Executed as of the Note Date set forth above.


 


	
   

  	
  HIGHWATER ETHANOL, LLC, a

  Minnesota limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Kletscher                           

  
	
   

  	
   

  	
  Brian Kletscher, President

  



 


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