# **Exhibit 10.20**

 

# **NaturalGas Supply Agreement**

 

 

1.                                       ThisNatural Gas Supply Agreement (“Agreement”) is made and entered into by andbetween NorthWestern Services Corporation (“NSC”), a South Dakota corporationand Dakota Ethanol, LLC (“Customer”) this 23rd day of October, 2003.  This Agreement shall become effective onNovember 1, 2003.  Delivery of naturalgas under this Agreement will be to the facilities owned by NorthWestern Energy,which are located near Madison, South Dakota.

 

2.                                       DeliveryQuantities:

 
| Maximum  Daily Quantity*         | 6,000 MMBtu  per day |
|----------------------------------|----------------------|
|                             |                 |
| Average  Minimum Daily Quantity* | 4,500 MMBtu  per day |

 

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* NSC andCustomer agree that the above stated volumes are estimates.  Plant volumes may change from time to timeand future expansion may occur prior to the end of this contract term. NSC willhave a maximum capacity of 6,000 MMBtu per day available at the Dakota Ethanolsite for their use throughout the term of this Agreement.

 

3.                                       GasSupply Charge: Per MMBtu equivalent price as reported in the first of the monthissue of Inside F.E.R.C. Gas Market Report for NNG-Ventura published for themonth of use.  Gas supply charge can beconverted to a fixed price for any month, at desired quantity of MMBtu’s, atany time during the contract term.

 

4.                                       Term:  This agreement shall be in effect fromNovember 1, 2003 and shall continue until October 31, 2004.  There after agreement shall continue ineffect year to year.  Either party mayterminate the Agreement, with or without cause, upon at least forty-five (45)days written notice prior to the end of any applicable termination period.  If notice of termination is made, theobligations of the parties will continue during such notice period, and forsuch additional periods of time for performance of obligations in place at thetermination date.

 

5.                                       Billingand Payment: NSC shall use reasonable efforts to render invoices on or beforethe 10th day of each month for all gas delivery commodity and monthly customercharges applicable to gas deliveries to the Customer in the precedingmonth.  Customer shall pay NSC on orbefore the 25th day of each month for all charges reflected on the invoicerendered by NSC in the current month.

 
| **Dakota Ethanol, LLC** | **NorthWestern Services Corporation** |
|-------------------------|---------------------------------------|
|                    |                                  |
|                    |                                  |
| By:                     | /s/ Dean  Frederickson                |   | By: | /s/ Jeff  McKinney |   |
|                    |                                  |
| Title:                  | General  Manager                      |   | Title: | NSC |   |
|                         |                                       |  |  |  |  |  |  |  |  |

 

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**NaturalGas Interstate Pipeline Transportation Agreement**

 

This NaturalGas Interstate Pipeline Transportation Agreement (“Agreement”), for theinterstate transportation of natural gas on the Northern Natural Gas PipelineSystem (NNG), is made and entered into by and between NorthWestern ServicesCorporation (“NSC”), a South Dakota corporation and Dakota Ethanol, LLC(“Customer”) this 23rd day of October 2003. This Agreement shall become effective on November 1, 2003.  Delivery of natural gas will be to theNorthWestern Energy interconnection located near Madison, South Dakota.

 

 

1.                           PipelineTransportation Services:

 

a)              NNGFirm Reservation:

 

NSC shallprovide 100% firm transportation capacity to Customer on NNG’s interstatepipeline system at 55% of NNG’s maximum TFX reservation rate applicable for themonth.  Such rate is inclusive of allreservation charge surcharges imposed by NNG. The above rate will be converted to a 100% load factor rate and chargedon a volumetric basis.

 

b) Delivery Quantities:

 
| Maximum  Daily Quantity*         | 6,000 MMBtu  per day |
|----------------------------------|----------------------|
|                             |                 |
| Average  Minimum Daily Quantity* | 4,200 MMBtu  per day |

 

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* NSC andCustomer agree that the above stated volumes are estimates.  Plant volumes may change from time to timeand future expansion may occur prior to the end of this contract term. NSC willmaintain a maximum firm capacity of 4,500 MMBtu per day available at the DakotaEthanol site for Customer’s use throughout the term of this agreement. Nonetheless,NSC agrees to offer the same prices as stated herein, so long as additionalsignificant NSC capital improvements are not required to enable service underthis Agreement.

 
| c)     | NNG Firm  Commodity: |   | Per MMBtu  equivalent charge in NNG’s tariff. |
|--------|----------------------|--------|----------------------------------------------------|
|   |                 |   |                                               |
| d)     | Carlton  Surcharge:  |   | Per MMBtu  equivalent charge in NNG’s tariff. |

 

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| e) NNG Fuel  Retention: Gross-up for pipeline fuel based on the percentage for mainline  fuel in NNG’s tariff. |
|---------------------------------------------------------------------------------------------------------------------|
|                                                                                                                |   |   |   |
| f)                                                                                                                  | Receipt/Delivery  Points: |   | Firm Primary  Receipt points into NNG’s Market Area shall be Ventura. |
|                                                                                                                |   |   |   |
| g)                                                                                                                  | Balancing  Service |   | Customer  will provide nominations to NSC and pay a rate of $0.001 per therm of  volumetric usage. |
|                                                                                                                |   |   |   |
| Plus  applicable sales taxes                                                                                        |

 

2)              Term:  This contract shall be in effect until10-31-13, however if customer feels that NSC can not provide the level ofservice that they require customer may cancel this contract with 45 dayswritten notice prior to the contract anniversary date.  If at the time of termination there exists afirm capacity contract with NNG that is assigned to the Customer, that firmcapacity contract will be reassigned in the Customer’s name.

 

3)              Billingand Payment: NSC shall use reasonable efforts to render invoices on or beforethe 10th day of each month for all gas delivery commodity and monthly customercharges applicable to gas deliveries to the Customer in the precedingmonth.  Customer shall pay NSC on orbefore the 25th day of each month for all charges reflected on the invoicerendered by NSC in the current month.

 

 
| **Dakota Ethanol, LLC** | **NorthWestern Services Corporation** |
|-------------------------|---------------------------------------|
|                    |                                  |
|                    |                                  |
| By:                     | /s/ Dean  Frederickson                |   | By: | /s/ Jeff  McKinney |   |
|                    |                                  |
| Title:                  | General  Manager                      |   | Title: | NSC |   |
|                         |                                       |  |  |  |  |  |  |  |  |

 

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