Exhibit 10.22


 


FOURTH
AMENDED AND RESTATED

IRREVOCABLE STANDBY LETTER OF CREDIT


 


	
   

  	
   

  	
  Letter of Credit No. 1158

  
	
   

  	
   

  
	
  Date of Issuance:

  	
  February 16, 2006

  
	
   

  	
   

  
	
  Issuer:

  	
  Home Federal Bank

  
	
   

  	
  225 South Main Avenue

  
	
   

  	
  Sioux Fails, SD 57104

  
	
   

  	
   

  
	
  To:

  	
  Northwestern Services Corporation

  
	
   

  	
  25 S. Dakota Avenue, Suite 1100

  
	
   

  	
  Sioux Falls, SD 57104-6403

  



 


This
Fourth Amended and Restated Irrevocable Standby Letter of Credit amends,
restates and replaces that certain Third Amended and Restated Irrevocable
Standby Letter of Credit dated February 28, 2005 by Home Federal Bank
(Letter of Credit No. 1158).


 


1.                                       Home Federal Bank (the “Bank”) hereby
establishes in favor of NorthWestern Services Corporation (“NSC,” successor by
merger to NorthWestern Energy Corporation) an Irrevocable Standby Letter of
Credit (the “Letter of Credit”) at the request and for the account of Great
Plains Ethanol, LLC, a South Dakota limited liability company (“Great Plains”),
whereby the Bank, subject to the terms and conditions contained herein,
authorizes NSC to draw on it at any time or times before the Expiration Date
(as defined below), by its draft (the “Draft”), in the form of Appendix 1
hereto, an amount up to an aggregate amount of $960,000.00, as set forth on an
accompanying certificate (the “Draw Certificate”), in the form of Appendix
2 hereto.


 


2.                                       This Letter of Credit shall expire at the
close of business on March 1, 2007 (the “Expiration Date”), unless
extended.


 


3.                                       This Letter of Credit is issued in
conjunction with a Natural Gas Distribution Delivery Agreement between
NorthWestern Energy Corporation and Great Plains dated September 2, 2002
(the “Agreement”), under which Great Plains agreed to transport a minimum
quantity of natural gas to its plant at a fixed price for delivery through a
pipeline constructed to serve the plant and the obligations of Great Plains
under the Agreement. The terms and conditions of the Agreement are incorporated
herein by reference.


 

















 


4.                                       Funds under this Letter of Credit are
available to NSC in accordance with and against its Draft and Draw Certificate,
each dated the date of presentation and executed by an officer of NSC,
referring to the number of this Letter of Credit and presented along with the
original Letter of Credit at our office at 225 South Main Avenue, Sioux Falls,
South Dakota 57104 during normal banking hours on or prior to the Expiration
Date or any extension thereof. NSC warrants and represents to the Bank that it
has assigned or will assign its rights to the proceeds of this Letter of Credit
to Tetra Financial Group. Within 48 hours following presentation of the Draft,
Draw Certificate and original Letter of Credit, the funds drawn shall be
payable jointly by the Bank to NSC and Tetra Financial Group.


 


5.                                       This Letter of Credit sets forth in full the
terms of our undertaking, and such undertaking shall not in any way be modified
or amended, without the consent of the Bank, except as to the completion of the
Draft and Draw Certificates referred to herein.


 


	
   

  	
  HOME FEDERAL BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
     /s/ David Brown

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
     Senior Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGREED
  AND ACCEPTED

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  This
  17 day of February, 2006.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORTHWESTERN
  SERVICES CORPORATION

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/
  Michael J. Hanson

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
    President &
  CEO

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 

















 


Appendix 1


 


DRAFT


 


Date:


 


To:                               Home Federal Bank


225 South Main Avenue


Sioux Falls, SD 57104


 


Within 48 hours of presentation of this
Draft, a signed and completed Draw Certificate and the original Letter of
Credit, PAY JOINTLY TO THE ORDER OF NorthWestern Services Corporation (successor
by merger to Northwestern Energy Corporation) and Tetra Financial Group the sum
of $                   under
that certain Natural Gas Distribution Delivery Agreement between NorthWestern
Energy Corporation and Great Plains Ethanol, LLC dated September 2, 2002.


 


Drawn under Fourth Amended and Restated Irrevocable
Standby Letter of Credit No. 1158 dated February 16, 2006.


 


	
   

  	
  NORTHWESTERN SERVICES

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  



 


3

















 


Appendix 2


 


DRAW
CERTIFICATE


 


Letter of Credit No. 1158


 


Date:


 


To:                               Home Federal Bank


225 South Main Avenue


Sioux Falls, SD 57104


 


The undersigned, a duly
authorized officer of NorthWestern Services Corporation (“NSC,” successor by
merger to NorthWestern Energy Corporation), certifies to Home Federal Bank
that:


 


1.                                       NSC is making a draw under the Fourth Amended
and Restated Inevocable Standby Letter of Credit No. 1158 dated February 16,
2006 with respect to (check the applicable box):


 


o a
failure by Great Plains to meet the Minimum Annual Obligation for 20
established under the Natural Gas Distribution Delivery Agreement between
NorthWestern Energy Corporation and Great Plains dated September 2, 2002
(the “Agreement”),


 


o a
failure by Great Plains to meet the Minimum Total Obligation established under
the Agreement, or


 


o the termination of the Agreement by Great
Plains for any reason other than for NSC’s refusal to perform its
obligations under the Agreement.


 


2.                                       The amount of the Draft accompanying this
Certificate is $                 , such
sum being (check the applicable box):


 


o the
remaining Minimum Annual Obligation for 20    or


 


o the entire outstanding balance of Great
Plains’ Minimum Total Obligation in accordance with the terms of the Agreement.


 


4

















 


3.                                       The amount of the Draft accompanying this
Certificate was computed in accordance with the terms and conditions of the
Agreement and does not exceed, when combined with any prior amount drawn by
NSC, the amount available to be so drawn.


 


	
   

  	
  NORTHWESTERN SERVICES

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  



 


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