**Exhibit 10.22**

 

**FOURTHAMENDED AND RESTATEDIRREVOCABLE 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           |

 

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

 

1.                                       Home Federal Bank (the “Bank”) herebyestablishes in favor of NorthWestern Services Corporation (“NSC,” successor bymerger to NorthWestern Energy Corporation) an Irrevocable Standby Letter ofCredit (the “Letter of Credit”) at the request and for the account of GreatPlains 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 1hereto, an amount up to an aggregate amount of $960,000.00, as set forth on anaccompanying certificate (the “Draw Certificate”), in the form of Appendix2 hereto.

 

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

 

3.                                       This Letter of Credit is issued inconjunction with a Natural Gas Distribution Delivery Agreement betweenNorthWestern Energy Corporation and Great Plains dated September 2, 2002(the “Agreement”), under which Great Plains agreed to transport a minimumquantity of natural gas to its plant at a fixed price for delivery through apipeline constructed to serve the plant and the obligations of Great Plainsunder the Agreement. The terms and conditions of the Agreement are incorporatedherein by reference.

 

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4.                                       Funds under this Letter of Credit areavailable 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 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. NSC warrants and represents to the Bank that ithas assigned or will assign its rights to the proceeds of this Letter of Creditto Tetra Financial Group. Within 48 hours following presentation of the Draft,Draw Certificate and original Letter of Credit, the funds drawn shall bepayable jointly by the Bank to NSC 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/ 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 |                                    |   |   |   |   |
|                                    |                                       |                                         |        |  |  |  |  |  |  |

 

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Appendix 1

 

**DRAFT**

 

Date:

 

To:                               Home Federal Bank

225 South Main Avenue

Sioux Falls, SD 57104

 

Within 48 hours of presentation of thisDraft, a signed and completed Draw Certificate and the original Letter ofCredit, PAY JOINTLY TO THE ORDER OF NorthWestern Services Corporation (successorby merger to Northwestern Energy Corporation) and Tetra Financial Group the sumof $                   underthat certain Natural Gas Distribution Delivery Agreement between NorthWesternEnergy Corporation and Great Plains Ethanol, LLC dated September 2, 2002.

 

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

 
|   | NORTHWESTERN SERVICES |
|--------|-----------------------|
|   | CORPORATION           |
|   |                  |   |
|   |                  |   |
|   | By                    |   |   |
|   | Its                   |   |   |

 

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Appendix2

 

**DRAWCERTIFICATE**

 

Letter of Credit No. 1158

 

Date:

 

To:                               Home Federal Bank

225 South Main Avenue

Sioux Falls, SD 57104

 

The undersigned, a dulyauthorized officer of NorthWestern Services Corporation (“NSC,” successor bymerger to NorthWestern Energy Corporation), certifies to Home Federal Bankthat:

 

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

 

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

 

o afailure by Great Plains to meet the Minimum Total Obligation established underthe Agreement, or

 

o the termination of the Agreement by GreatPlains for any reason other than for NSC’s refusal to perform itsobligations under the Agreement.

 

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

 

o theremaining Minimum Annual Obligation for 20    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 byNSC, the amount available to be so drawn.

 
|   | NORTHWESTERN SERVICES |
|--------|-----------------------|
|   | CORPORATION           |
|   |                  |   |
|   |                  |   |
|   | By                    |   |   |
|   | Its                   |   |   |

 

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