Exhibit 10.22


 


REVOLVING PROMISSORY NOTE


 


	
  Omaha, Nebraska

  	
   

  	
  $1,354,000.00

  
	
  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 Deere Credit, Inc. (“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 Three
Hundred Fifty-Four Thousand and No/100 Dollars ($1,354,000.00) 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]


 


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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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