Exhibit 10.21
FIFTH AMENDED AND RESTATED
IRREVOCABLE STANDBY LETTER OF CREDIT
Letter of Credit No. 1158
Date of Issuance:
February 16, 2007
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Issuer:
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Home Federal Bank
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225 South Main Avenue
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Sioux Falls, SD 57104
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To:
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Northwestern Services Corporation
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125 S. Dakota Avenue, Suite 1100
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Sioux Falls, SD 57104-6403
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This Fifth Amended and Restated
Irrevocable Standby Letter of Credit amends, restates and replaces
that certain Fourth Amended and Restated Irrevocable Standby
Letter of Credit dated February 16, 2006 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 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
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 1 hereto, an amount up to an aggregate amount of
$780,000.00, 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, 2008 (the “Expiration
Date”), unless extended.
3.
This Letter of Credit is issued in
conjunction with a Natural Gas Distribution Delivery Agreement
between NorthWestern Energy Corporation 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 through a pipeline constructed
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 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
