EXHIBIT 10.7 – Firm Throughput Service Agreement


Firm Throughput Service Agreement

Rate Schedule TFX


Date: 09/11/2006


	
 

	
 


	
Shipper’s Name and Address
 for Notices:

 EAST FORK BIODIESEL, LLC

 105 N. HALL STREET

 ALGONA, IA 50511

 ATTN: ALLEN KRAMER

	
Shipper’s Name and Address
 for Invoice:

 EAST FORK BIODIESEL, LLC

 105 N. NALL STREET

 ALGONA, IA 50511

 ATTN: ALLEN KRAMER





CONTRACT NO.: 112744


Term: From 08/01/2007 to
07/31/2022


Rates shall be Northern’s
maximum rates and charges plus all applicable surcharges in effect from time to
time under the applicable Rate Schedule on file with the Commission unless
otherwise agreed to by the parties in writing.


This transportation shall be
provided pursuant to Subpart G of Part 284 of the Federal Energy Regulatory
Commission’s regulations.


The contract maximum daily
quantities and primary receipt and delivery points are set forth on Appendix A,
and if necessary, Appendix B.


If made available by Shipper,
Northern agrees to receive and deliver thermally equivalent volumes of natural
gas as set forth in this Agreement.


The parties agree that a
facsimile or other electronic version of this document, when properly executed
and transmitted, shall be considered for all purposes to be an original
document, and shall be deemed for all purposes to be signed and constitute a
binding agreement. The entire agreement must be faxed or transmitted to
Northern. Upon Northern’s acceptance and execution, an executed copy will be
returned via FAX to the number appearing on the faxed offer or such other
number as directed or otherwise electronically transmitted.


This Agreement constitutes
the entire agreement between the parties with respect to the subject matter of
this Agreement and shall be binding upon and shall inure to the benefit of the
parties hereto and the respective successors and assigns. No promises,
agreements or warranties additional to this Agreement other than as may be
contained in Northern’s tariff will be deemed to be a part of this Agreement
nor will any alteration, amendment or modification be effective unless
confirmed in writing by the parties.


Any notice, statement, or
bill provided for in this Agreement shall be in writing and shall be considered
as having been given if delivered personally, or if mailed by United States
mail, postage prepaid, or if sent by express mail, overnight delivery, telex,
telecopy or other mutually agreeable means of electronic transmission, to
Shipper when sent to the address set forth on this Agreement and to Northern
when sent to the following:


	
 

	
 


	
All Notices/Accounting
 Matters:

 Northern Natural Gas Company

 P.O. Box 3330

 Omaha, NE 68103-0330

 Attn: Customer Service

 Fax No. : 402-548-5280

	
Payments to Designated
 Depository:

 Northern Natural Gas Company

 First National Bank of Omaha

 Account No. 110157225

 ABA No. 104000016

 1620 Dodge St.

 Omaha, NE 68197





1







This Agreement shall incorporate and in all respects
shall be subject to the “GENERAL TERMS AND CONDITIONS” and the applicable Rate
Schedule(s) set forth in Northern’s FERC Gas Tariff, as may be revised from
time to time. Northern may file and seek Commission approval under Section 4 of
the Natural Gas Act (NGA) at any time and from time to time to change any
rates, charges or other provisions set forth in the applicable Rate Schedule(s)
and the “GENERAL TERMS AND CONDITIONS” in Northern’s FERC Gas Tariff, and
Northern shall have the right to place such changes in effect in accordance
with the NGA, and this Throughput Service Agreement shall be deemed to include
such changes and any changes which become effective by operation of law and
Commission Order, without prejudice to Shipper’s right to protest the same.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NORTHERN NATURAL GAS
 COMPANY 

	
 

	
EAST FORK BIODIESEL, LLC


	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Title: 

	
 Vice President

	
 

	
Title: 

	
 President


	
Date:

	
 

	
 

	
Date:

	
 10/9/06


	
 

	


	
 

	
 

	
 





2







Northern Natural Gas Company

Amendment to TFX Throughput Service Agreement


Date: 09/11/2006


Shipper’s Name: EAST FORK
BIODIESEL, LLC 


Contract No.: 112744
(Agreement)


The above-referenced Agreement is amended for the period 08/01/2007
through 07/31/2022 as follows:


1. This Agreement is subject to the completion of the
facilities necessary for Northern to provide the service.


2. The rate provisions shall be amended as follows:


a. For the contract MDQ, Shipper shall pay a total monthly
reservation charge equal to $0.5080/Dth multiplied by the contract MDQ
multiplied by 30.4. In addition, Shipper shall pay
a commodity rate equal to the maximum rate provided in Northern’s FERC Gas
Tariff as amended from time to time. These rates include the applicable Annual
Charge Adjustment and electric compression charges.


b. In addition to the above rate(s), Shipper shall pay
any applicable fuel use and unaccounted for.


c. The
rate stated herein is applicable
to the receipt and (or) delivery points listed below. Shipper agrees that if
any other receipt or delivery points (POI) are used either on a primary or
alternate basis, the higher of the maximum annual average rates or the
$0.5080/DTH/day rate will apply for the entire contract during the month that
any points not listed below are used.


	
 

	
 


	
Primary Points

	
 


	
Receipt

	
Delivery


	
192 NBPL/NNG VENTURA

	
78858 EAST FORK BIODIESEL





Alternate Points


All Market Area MID 16 B - 17 receipt points effective
only for the term set forth in this Amendment


3. In addition to the above rates, Shipper shall pay
(i) the FERC approved Carlton surcharge and (ii) all FERC approved surcharges
that are made effective after the effective date of this Amendment and
applicable to the service provided hereunder.


4. Other Provisions Permitted By Tariff Under the
Applicable Rate Schedule and pursuant to Section 58 of the GENERAL TERMS AND
CONDITIONS of Northern’s FERC Gas Tariff:


a. Shipper agrees to limit hourly takes of natural gas
to 5% (1/20 of the MDQ). of the entitlement at the primary delivery point and
any alternate delivery points (including capacity release) during the term of
the Agreement.


b. The entitlement is subject to the Right of First
Refusal described in Section 52 of the GENERAL TERMS AND CONDITIONS of
Northern’s FERC Gas Tariff.


5. The parties agree that a facsimile or other
electronic version of this document, when properly executed and transmitted,
shall be considered for all purposes to be an original document, and shall be
deemed for all purposes to be signed and constitute a binding agreement. The
entire agreement must be faxed or transmitted to Northern. Upon Northern’s
acceptance and execution, an executed copy will be returned via FAX to the
number appearing on the faxed offer or such other number as directed or
otherwise electronically transmitted.


6. This
Agreement, as amended, constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement and shall be binding upon
and shall inure to the benefit of the parties hereto and the respective
successors and assigns. No promises, agreements or warranties additional to
this Agreement other than as may be contained in Northern’s tariff will be
deemed to be a part of this Agreement nor will any alteration, amendment or
modification be effective unless confirmed in writing by the parties.


The effective date of this Amendment is 08/01/2007.


Except as amended herein, all provisions of the
Agreement are hereby confirmed by the parties to be and remain in full force
and effect.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NORTHERN NATURAL GAS
 COMPANY

	
 

	
EAST FORK BIODIESEL, LLC


	
 


	
By:

	
 

	
 

	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Title:

	
 Vice President 

	
 

	
Title:

	
 President


	
Date:

	
 

	
 

	
Date:

	
10/9/06











page l


	
 

	
 

	
 


	
Appendix A

	
CR#
 112744

	
 


	
Firm Throughput Service
 Agreement, TFX Rate Schedule

	
RQST#
 64233

	
 


	
 

	
Amd#
 0

	
 


	
 


	
Dated: 08/01/2007 -
 07/31/2022 

	
 

	
 


	
Shipper: EAST FORK
 BIODIESEL, LLC 

	
 

	
 


	
Contract Volumes:

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	
 

	



	
MARKET 

	
 

	
984 

	
 

	
January To December 

	
 

	
 


	


	


	


	


	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Maximum Daily Quantities

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Volume Type

	
 

	
From

	
 

	
 

	
 

	
Volume
 

	
 

	
 


	
TFX

	
 

	
January To December 

	
 

	
 

	
 

	
984

	
 

	
 











page 2


	
 

	
 

	
 


	
Appendix A

	
CR#
 112744

	
 


	
Firm Throughput Service
 Agreement, TFX Rate Schedule

	
RQST#
 64233

	
 


	
 

	
Amd# 0

	
 


	
 


	
Dated: 08/01/2007 -
 07/31/2022 

	
 

	
 


	
Shipper: EAST FORK
 BIODIESEL, LLC 

	
 

	
 


	
Part 1. Receipt and
 Delivery Point Descriptions and Volumes

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
RP/DP

  Type 

	
 

	
POI# (MIDS) 

	
 

	
Point Description 

	
 

	
Jan 

	
 

	
Feb 

	
 

	
Mar 

	
 

	
Apr 

	
 

	
May 

	
 

	
Jun 

	
 

	
Jul 

	
 

	
Aug 

	
 

	
Sep 

	
 

	
Oct 

	
 

	
Nov 

	
 

	
Dec 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
R

	
 

	
192 (MID 17)

	
 

	
NBPL/NNG VENTURA

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Market Receipts

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
D

	
 

	
78858 (MID 17)

	
 

	
EAST FORK BIODIESEL

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Market Deliveries

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984

	
 

	
984


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	















NORTHERN NATURAL GAS COMPANY

PROPOSED SERVICE FOR

EAST FORK BIODIESEL LLC –  BIODIESEL PRODUCTION PLANT


June 15, 2006


The following is a general outline of Northern Natural
Gas Company’s (Northern) offer to provide gas transportation services for the
proposed biodiesel production plant to be built by East Fork Biodiesel LLC
(East Fork).




	
 

	
 

	
 


	
  Term

	
 

	
  15 years, commencing August 1, 2007 


	
 

	
 

	
 


	
  Maximum Daily Quantity (MDQ)

	
 

	
  984 Dth/day (Hourly volumes limited to 1/20 of MDQ) 


	
 

	
 

	
 


	
  Receipt Point

	
 

	
  NBPL/NNG Ventura (POI 192) 


	
 

	
 

	
 


	
  Delivery Point

	
 

	
  Newly constructed Town Border Station (TBS) 


	
 

	
 

	
 


	
  Firm TFX Transportation Demand Charges

	
 

	
  Offer 1A: Fixed annual negotiated rate including
 surcharges:

                    $0.5080
 / dekatherm /day 


	
 

	
 

	

  Offer 1B: Fixed annual negotiated rate including
 surcharges:

                    $0.8349
 / dekatherm / day 


	
 

	
 

	

  Offer 2A and Offer 2B: Per Tariff including
 surcharges,

                   currently:
 $0.3167 / dekatherm /day 


	
 

	
 

	
 


	
  Firm Transportation Commodity Charges

	
 

	
  Per Tariff, including surcharges, currently:


      April 1 –  October
 31:             $0.0379
 / dekatherm

      November 1 –  March
 31:       $0.0554 / dekatherm 


	
 

	
 

	
 


	
  Interruptible Overrun Transportation Charges

	
 

	
  Per Tariff, including surcharges, currently:


      April 1 –  October 31:
             $0.2522
 / dekatherm / day

      November 1 –  March
 31:       $0.6276 /
 dekatherm / day 


	
 

	
 

	
 


	
  Fuel and UAF

	
 

	
Per Tariff, currently 1.37% during summer, 1.54%
 during winter 


	
 

	
 

	
 


	
  Flow Tolerance

	
 

	
5% based on daily scheduled volumes, prior to
 implementation of Daily Delivery Variance Charges (DDVCs). 


	
 

	
 

	
 


	
  Imbalances

	
 

	
Tariff provisions provide for the monthly resolution
 of imbalance gas, a cash process using market-based prices. 


	
 

	
 

	
 


	
  Northern Facilities

	
 

	
Offer 1A and 2A: Northern to build, own and operate
 the pipeline tap, and measurement/regulation station (TBS).


 Note: East Fork will reimburse Northern for cost of all facilities in Offer
 2B, plus tax gross-up. 


	
 

	
 

	
 


	
 

	
 

	
Offer 1B and 2B: Northern to build, own and operate
 the pipeline tap, measurement/regulation station (TBS), and 1.7miles of 4°
 diameter pipeline lateral.


 Note: East Fork will reimburse Northern for cost of all facilities in Offer
 2B, plus tax gross-up. 


	
 

	
 

	
 


	
 

	
 

	
In-Service:
 8/1/2007             Requires
 Contract By: 9/30/06

 Delivery Flow Range: 3.2 – 63 dekatherm/hour

 Design Pressure: 50 psig at TBS outlet

 TBS Location: SW 1⁄4 of the NW 1⁄4 of Section 8, T95N, R28W, Kossuth County, IA. 






Tariff rates are effective November 1, 2006 and are
per Northern’s FERC Gas Tariff as revised from time to time.


The above terms are subject to finalization of East
Fork service parameters, capacity availability, Northern management approval,
the timely finalization of a definitive contract between the respective
parties, the satisfaction of creditworthiness or security requirements, and any
necessary FERC approvals.


This proposal and related discussions
are confidential and are to be
used only for the purpose of negotiating a definitive agreement between East
Fork and Northern.


This proposal is valid until July 31, 2006.