Exhibit 10.19


 


CONSTRUCTION NOTE


 


	
  Note
  Date:  April 24, 2008

  	
   

  	
  $14,254,000.00

  
	
  Maturity
  Date:  February 26, 2010

  	
   

  	
   

  



 


FOR VALUE RECEIVED, HIGHWATER ETHANOL, LLC, a Minnesota limited
liability company (“BORROWER”), promises to pay to the order of FIRST NATIONAL
BANK OF OMAHA (“BANK”), at its principal office in Omaha, Nebraska or such
other address as BANK or holder may designate from time to time, the principal
sum of Fourteen Million Two Hundred Fifty-Four Thousand and No/100 Dollars
($14,254,000.00), 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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