Exhibit
10.24


 


AGREEMENT TO COMPENSATE GUARANTORS


 


THIS AGREEMENT is made and
entered into effective this 16th day of February, 2006, by and between Great
Plains Ethanol, LLC (the “Company”) and Robert Broin, Jeff Broin, Todd Broin,
Duane Sather, Fred Thurman, and Dennis Schrag (collectively the “Guarantors”).


 


RECITALS:


 


A.            The Company entered
into a Natural Gas Distribution Delivery Agreement  dated September 2, 2002, with NorthWestern
Energy Corporation (“NEC”).


 


B.            In connection with
the Natural Gas Distribution Delivery Agreement, Home Federal Bank issued an
Irrevocable Standby Letter of Credit dated February 28, 2003, in the amount of
$1,600,000.00 (the “Letter of Credit”) in favor of NEC.


 


C.            The Letter of Credit
was modified and restated pursuant to a First Amended and Restated Irrevocable
Standby Letter of Credit dated May 28, 2003, a Second Amended and Restated
Irrevocable Standby Letter of Credit dated February 25, 2004, in the amount of
$1,250,000.00, a Third Amended and Restated Irrevocable Standby Letter of
Credit dated February 28, 2005, in the amount of $1,125,000.00, and a Fourth
Amended and Restated Irrevocable Standby Letter of Credit dated February 16,
2006, in the amount of $960,000.00.


 


D.            In consideration for
the Letter of Credit, the Company executed a Promissory Note dated February 28,
2003, in the original principal sum of $1,600,000.00 in favor of Home Federal
Bank. The Promissory Note has been amended by written agreement of Home Federal
Bank and the Company each time that the Letter of Credit was amended and
restated. The Promissory Note, as amended, is referred to herein as the “Note.”


 


E.             The Guarantors are
each willing to personally guarantee the Note, as amended, in part, pursuant to
their respective guarantees each dated February 16, 2006.


 


F.             The Company wishes
to provide certain compensation to the Guarantors in consideration for their
agreement to enter into the guarantees.


 


NOW,
THEREFORE, the parties agree as follows:


 

















 


1.             In consideration
for each Guarantor’s agreement to provide his personal guarantee to Home
Federal Bank in connection with the Note, as amended, the Company agrees to
compensate each Guarantor in an amount equal to two percent (2%) per annum  of his respective guarantee amount, so long
as he continues to guarantee such Note, as amended.


 


2.             Payment will be
made by the Company to the Guarantors on or before March 31 of each year.


 


3.             This Agreement
constitutes the entire agreement among the parties with respect to compensation
to be paid by the Company to the Guarantors for their guarantees. This
Agreement supercedes any prior negotiations, agreements, or understandings
between the parties with respect to compensation to be paid by the Company to
the Guarantors for their guarantees.


 


	
  GREAT
  PLAINS ETHANOL, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Darrin
  Ihnen

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert Broin

  	
   

  	
   

  	
  /s/
  Jeff Broin

  	
   

  
	
  Robert
  Broin

  	
   

  	
   

  	
  Jeff
  Broin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Todd Broin

  	
   

  	
   

  	
  /s/
  Duane Sather

  	
   

  
	
  Todd
  Broin

  	
   

  	
   

  	
  Duane
  Sather

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Fred Thurman

  	
   

  	
   

  	
  /s/
  Dennis Schrag

  	
   

  
	
  Fred
  Thurman

  	
   

  	
   

  	
  Dennis
  Schrag

  	
   

  
														



 


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