**Exhibit 10.32**

 

SIXTH AMENDED AND RESTATED

IRREVOCABLE STANDBY LETTER OF CREDIT

 

Letter of Credit No. 1158

 
| Data  of Issuance: | February 16,  2008                   |
|--------------------|-------------------------------------------|
|               |                                      |
| Issuer:            | Home  Federa1 Bank                        |
|               | 225  South Main Avenue                    |
|               | Sioux  Falls, SD 57104                    |
|               |                                      |
| To:                | Northwestern  Services Corporation        |
|               | 125  South Dakota Avenue, Suite 1100 |
|               | Sioux  Falls, SD 57104-6403               |

 

                This Sixth Amended and RestatedIrrevocable Standby Letter of Credit amends, restates and replaces that certainFifth Amended and Restated Irrevocable Standby Letter of Credit dated February 16,2007 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 StandbyLetter of Credit (the “Letter of Credit”) at the request and for the account ofGreat Plains Ethanol, LLC d/b/a POET Biorefining - Chancellor, a South Dakotalimited liability company (“Great Plains”), whereby the Bank, subject to theterms and conditions contained herein, authorizes NSC 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 aggregate amount of$688,000.00, as set forth on an accompanying certificate (the “Draw Certificate”),in the form of Appendix 2 hereto.

 

                                                2.             This Letter of Credit shall expireat the close of business on March 1, 2009 (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 Creditare available to NSC in accordance with and against its Draft and DrawCertificate, each dated the date of presentation and executed by an officer ofNSC, referring to the number of this Letter of Credit and presented along withthe original Letter of Credit at our office at 225 South Main Avenue, SiouxFails, South Dakota 57104 during normal banking hours on or prior to theExpiration Date or any extension thereof. NSC warrants and represents to the Bank that it has assigned or willassign its rights to the proceeds of this Letter of Credit to Tetra FinancialGroup, Within 48 hours following presentation of the Draft, Draw Certificateand original Letter of Credit, the funds drawn shall be payable jointly by theBank to NSC and Tetra Financial Group.

 

                                                5.             This Letter of Credit sets forth infull the terms of our undertaking, and such undertaking shall not in any way bemodified or amended, without the consent of the Bank, except as to thecompletion of the Draft and Draw Certificates referenced to herein.

 
| HOME  FEDERAL BANK |
|--------------------|
|               |   |
| By                 | /s/  David A. Brown |   |
| Its:               | David  A, Brown / Senior Vice President |

 

AGREEDAND ACCEPTED

This28th day of February, 2008.

 

NORTHWESTERNSERVICES CORPORATION.

 
| By:  | /s/  Dennis Heinz, Cr. Mgr. |   |
|------|-----------------------------|--------|
| Its: | Dennis  Heinz Credit Mgr.   |   |

 

 

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