**Exhibit 10.24**

 

**THIRD AMENDED AND RESTATED**

**IRREVOCABLE STANDBY LETTER OF CREDIT**

 

Letter of Credit No. 1158

 

 

Date of Issuance:                           February 28, 2005

 

Issuer:                                                                                    HomeFederal Bank225 South Main AvenueSioux Falls, SD 57104

 

To:                                                                                                      Northwestern Energy Corporation125 S. Dakota Avenue, Suite 1100Sioux Falls, SD 57104-6403

 

 

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

 

1.                                       Home Federal Bank (the “Bank”) herebyestablishes in favor of NorthWestern Energy Corporation (“NEC” an affiliate ofNorthWestern) an Irrevocable Standby Letter of Credit (the “Letter of Credit”)at the request and for the account of Great Plains Ethanol, LLC, a South Dakotalimited liability company (“Great Plains”), whereby the Bank, subject to theterms and conditions contained herein, authorizes NEC to draw on it at any timeor 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 amountof $1,125,000.00, as set forth on an accompanying certificate (the “DrawCertificate”), in the form of Appendix 2 hereto.

 

2.                                       This Letter of Credit shall expire at theclose of business on March 1, 2006 (the “Expiration Date”), unlessextended.

 

3.                                       This Letter of Credit is issued inconjunction with a Natural Gas Distribution Delivery Agreement between NEC andGreat Plains dated September 2, 2002 (the “Agreement”), under which GreatPlains agreed to transport a minimum quantity of natural gas to its plant at afixed price for delivery by NEC through a pipeline constructed by NEC to servethe plant and the obligations of Great Plains under the

 

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Agreement.  The terms and conditions of the Agreement areincorporated herein by reference.

 

4.                                       Funds under this Letter of Credit areavailable 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 theoriginal 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 ExpirationDate or any extension thereof.  NECwarrants and represents to the Bank that it has assigned or will assign itsrights to the proceeds of this Letter of Credit to Tetra Financial Group.  Within 48 hours following presentation of theDraft, Draw Certificate and original Letter of Credit, the funds drawn shall bepayable jointly by the Bank to NEC and Tetra Financial Group.

 

5.                                       This Letter of Credit sets forth in full theterms of our undertaking, and such undertaking shall not in any way be modifiedor amended, without the consent of the Bank, except as to the completion of theDraft 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   |   |   |
|                                   |                            |  |  |  |  |  |

 

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Appendix 1

 

**DRAFT**

 

Date:

 

To:                              Home Federal Bank225 South Main AvenueSioux Falls, SD 57104

 

Within48 hours of presentation of this Draft, a signed and completed Draw Certificateand the original Letter of Credit, PAY JOINTLY TO THE ORDER OF NorthWesternEnergy Corporation and Tetra Financial Group the sum of $                under that certain Natural Gas Distribution Delivery Agreement betweenNorthWestern Energy Corporation and Great Plains Ethanol, LLC dated September 2,2002.

 

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

 
|   | NORTHWESTERN  ENERGY  CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By                                |   |   |
|   | Its                               |   |   |

 

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Appendix 2

 

**DRAW CERTIFICATE**

 

Letter of Credit No. 1158

 

 

Date:

 

To:                              Home Federal Bank225 South Main AvenueSioux Falls, SD 57104

 

Theundersigned, a duly authorized officer of NorthWestern Energy Corporation (“NEC”),certifies to Home Federal Bank that:

 

1.                                       NEC is making a draw under Third Amended andRestated 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 theMinimum Annual Obligation for 20      establishedunder the Natural Gas Distribution Delivery Agreement between NEC and GreatPlains dated September 2, 2002 (the “Agreement”),

 

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

 

o the termination of the Agreement by GreatPlains for any reason other than for NEC’s refusal to perform its obligationsunder the Agreement.

 

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

 

o the remaining Minimum Annual Obligation for20     , or

 

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

 

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3.                                       The amount of the Draft accompanying thisCertificate was computed in accordance with the terms and conditions of theAgreement and does not exceed, when combined with any prior amount drawn byNEC, the amount available to be so drawn.

 
|   | NORTHWESTERN  ENERGY  CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By                                |   |   |
|   | Its                               |   |   |

 

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