Exhibit 10.24
THIRD AMENDED AND
RESTATED
IRREVOCABLE STANDBY LETTER OF
CREDIT
Letter of Credit No. 1158
Date of Issuance:
February 28, 2005
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 Third Amended and Restated
Irrevocable Standby Letter of Credit amends, restates and replaces
that certain Second Amended and Restated Irrevocable Standby Letter
of Credit dated February 25, 2004 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
$1,125,000.00, 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, 2006 (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
