Exhibit 10. 1


 


SECOND AMENDED AND RESTATED


IRREVOCABLE STANDBY LETTER OF CREDIT


 


Letter of Credit No. 1158


 


	
  Date of Issuance:

  	
   

  	
  February 25, 2004

  
	
   

  	
   

  	
   

  
	
  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 Second Amended and
Restated Irrevocable Standby Letter of Credit amends, restates and replaces
that certain First Amended and Restated Irrevocable Standby Letter of Credit
dated May 28, 2003 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
$1,250,000.00, 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, 2005 (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/ David A. Brown SVP

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED

  this 25th day of February, 2004.

  	
   

  
	
   

  	
   

  
	
  NORTHWESTERN ENERGY CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Michael J. 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 Second Amended and Restated Irrevocable Standby Letter of
Credit No. 1158 dated February 25, 2004.


 


	
   

  	
  NORTHWESTERN ENERGY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
						



 


3

















 


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 Second Amended and Restated Irrevocable Standby Letter of Credit No.
1158 dated February 25, 2004 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.


 


4

















 


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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