Exhibit 10.24


 


THIRD AMENDED AND RESTATED


IRREVOCABLE STANDBY LETTER OF CREDIT


 


Letter of Credit No. 1158


 


 


Date of Issuance:                           February 28, 2005


 


Issuer:                                                                                    Home
Federal Bank
225 South Main Avenue

Sioux Falls, SD 57104


 


To:                                                                                                      Northwestern Energy Corporation

125 S. Dakota Avenue, Suite 1100

Sioux Falls, SD 57104-6403


 


 


This
Third Amended and Restated Irrevocable Standby Letter of Credit amends,
restates and replaces that certain Second Amended and Restated Irrevocable
Standby Letter of Credit dated February 25, 2004 by Home Federal Bank
(Letter of Credit No. 1158).


 


1.                                       Home Federal Bank (the “Bank”) hereby
establishes in favor of NorthWestern Energy Corporation (“NEC” an affiliate of
NorthWestern) 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 NEC 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 initial aggregate amount
of $1,125,000.00, 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, 2006 (the “Expiration Date”), unless
extended.


 


3.                                       This Letter of Credit is issued in
conjunction with a Natural Gas Distribution Delivery Agreement between NEC 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 by NEC through a pipeline constructed by NEC 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 NEC in accordance with and against its Draft and Draw Certificate,
each dated the date of presentation and executed by an officer of NEC,
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.  NEC
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 NEC 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/
  Terry Cleberg

  	
   

  
	
   

  	
  Its:
   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED
  AND ACCEPTED

  	
   

  
	
  this
  28th day of February, 2005.

  	
   

  
	
   

  	
   

  
	
  NORTHWESTERN
  ENERGY CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael Hanson

  	
   

  	
   

  
	
  Its:

  	
  Chief
  Operating Officer

  	
   

  	
   

  
							



 


2





















 


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
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 Third Amended and Restated Irrevocable Standby Letter of Credit No. 1158
dated February        , 2005.


 


	
   

  	
  NORTHWESTERN
  ENERGY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  



 


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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 Energy Corporation (“NEC”),
certifies to Home Federal Bank that:


 


1.                                       NEC is making a draw under Third Amended and
Restated Irrevocable Standby Letter of Credit No. 1158 dated February      ,
2005 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 NEC 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 NEC’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.


 


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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
NEC, the amount available to be so drawn.


 


	
   

  	
  NORTHWESTERN
  ENERGY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  



 


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