Form of Gas Risk Management Agreement

Exhibit 10.13

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

EXECUTION COPY FORM OF GAS RISK MANAGEMENT ADVISORY AGREEMENT

This Form of Agreement is made and effective into as of the day of , 2006, by and between CARGILL COMMODITY SERVICES INC., a Delaware corporation, doing business as CARGILL ENERGY SERVICES (the " Advisor" or " CES" ), , a Delaware limited liability company (the " Client" ), and CARGILL, INCORPORATED, a Delaware corporation (" Cargill" ).

WITNESSETH

WHEREAS , CES is a commodity trading advisor and introducing broker registered with the Commodity Futures Trading Commission (" CFTC" ) and a member of the National Futures Association;

WHEREAS , Client desires to obtain the benefit of CES' knowledge and experience by retaining the Advisor to provide energy risk management advice (the " Advisory Program" );

WHEREAS , CES desires to provide such advisory services upon the terms and conditions set forth herein;

WHEREAS, Client intends to construct, own and operate a commercial facility at that will produce denatured fuel-grade ethanol (as such plant may be expanded or upgraded according to the terms of Corn Supply Agreement, the " Ethanol Facility" ), which Ethanol Facility is anticipated to produce approximately 100 million gallons per year; and

WHEREAS , Cargill and Client are parties to that certain Base Contract for the Purchase and Sale of Natural Gas dated as of the date hereof (together with the related Cargill Incorporated Special Provisions NAESB, the " NAESB Agreement" ), pursuant to which Cargill has agreed to supply Client with Gas (as defined therein) for operation of Client' s Ethanol Facility.

NOW, THEREFORE , in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Terms and Conditions . The Parties have executed a Master Services Agreement of even date herewith (as amended from time to time, the " Master Agreement" ). The terms and conditions of the Master Agreement are incorporated herein by this reference. To the extent any provision of the Master Agreement conflicts with any provision contained herein, the provision contained herein will control. Terms capitalized but not defined in this Agreement shall have the meanings ascribed to them by the Master Agreement.

2. Advisory Ser v ices. Client hereby retains CES to provide risk management advisory services designed to assist Client in reducing its exposure to volatility in Gas markets, and ultimately, to reduce Client' s overall Gas costs (the " Advisory Services" ). CES will provide such advice based in part on market direction information received from energy traders and marketers employed by Cargill. CES' advice will consist of a customized analysis of Client' s

energy portfolio, CES' view of market conditions and trends and related information, and corresponding advice regarding the use of risk management tools such as futures transactions, swaps, futures options, futures and futures option derivatives, also known as over-the-counter transactions (" OTC Transactions" ) and/or combinations thereof (" Risk Management Transactions" ). CES, together with the Client, has developed a customized gas purchase and hedging strategy and budget for the Client which includes (among other matters) the use of OTC Transactions and Risk Management Transactions, and which covers an annual operational period as specified therein. The hedging strategy and budget will be reviewed and updated by mutual agreement of the Parties at least sixty (60) days prior to the expected Start-Up Date for the Ethanol Facility, and thereafter on an annual basis at the times specified therein. The approved strategy and budget, as so updated, is referred to in this Agreement as the " Risk Management Plan" . 3. Term of Agreement; Early Termination.

(a) The term of this Agreement shall be an initial period of ten (10) years commencing on the Start-Up Date for the Ethanol Facility (the " Initial Term" ), subject however to early termination pursuant to Section 3(b), Section 3(c), or Section 15 hereof. At the request of either Party, during the six-month period prior to the end of the fifth (5 th ) year of the Initial Term, the Parties shall meet and review the terms and conditions of this Agreement and the compensation paid to CES hereunder, and, if necessary or appropriate in the opinion of either Party, enter into good faith discussions regarding potential modifications as necessary or appropriate to ensure that this Agreement is fair and equitable to both Parties. It is understood and agreed, however, that even if the Parties are unable to agree on any modifications, this Agreement will nevertheless remain in effect for the remainder of the Initial Term. (b) Client will have the right to terminate this Agreement prior to the end of the Initial Term, if the average of the " Monthly Actual Risk Management Price" (as defined in Exhibit A ) in any six (6) consecutive calendar month period during the Initial Term exceeds by more than [*] percent ([*]%) the average of the " Monthly Benchmarked Price" (as defined in Exhibit A ) for natural gas recorded during this same period. In the event Client desires to terminate this Agreement pursuant to this paragraph, Client shall provide written notice of termination to CES within sixty (60) days after the end of the six (6)-month period giving rise to the termination right, and the written notice of termination shall specify a termination date no earlier than fifteen (15) days after the date of the termination notice. As promptly as practicable after any such termination, all outstanding Risk Management Transactions between the two parties shall be financially settled as of the termination date pursuant to the terms of the agreements governing those transactions, and such termination shall not relieve Client of its obligation to pay to CES any amounts due CES under this Agreement.

(c) CES or Cargill may terminate this Agreement prior to the end of the Initial Term under the circumstances and in the matter provided in Section 3 of the Master Agreement.

* Certain confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission.

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4. Compensation. As compensation for the advisory services to be performed by CES, Client agrees to pay CES as set forth in Exhibit A , attached and hereby incorporated into this Agreement by this reference.

5. CES' Duties. CES shall provide the following to Client:

(a) Market information: CES will provide weekly Gas market updates by e-mail.

CES will provide monthly reviews of Gas market fundamentals and perspectives.

(b) Administrative Support:

CES will assist Client in budget preparation by providing customized Gas market-based cost estimates for locations serviced by the Advisory Program.

CES will provide access to a password-protected web site that displays Gas market information and personalized management reports.

CES will provide customized accounting and management reports including: Monthly accruals for financial and physical Gas transactions.

Gas consumption forecasts by location and by month.

Profit and loss statements pertaining to Risk Management Transactions.

Prospective Gas costs by location. (c) Risk Management Advisory Services:

CES will manage Client' s Gas price risk management activities by designing and executing on Gas risk management strategies on Client' s behalf intended to reduce Client' s exposure to volatility in Gas prices. Specifically, CES will effect Risk Management Transactions on behalf of Client (without Client consultation, except to the extent such consultation is required by the Risk Management Plan) within the parameters specified in the Risk Management Plan and in a manner consistent with the principles established in the Risk Management Plan, as contemplated and authorized by the Power of Attorney for OTC Transactions document of even date herewith, attached and hereby incorporated into this Agreement by this reference as Exhibit B . Risk Management Transactions will typically be in the form of OTC Risk Management Transactions that Client will enter into with Cargill. The parties will include mutually agreed upon price parameters and hedging limitations in the Risk Management Plan.


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6. Client Duties. Client agrees to: (a) provide CES with monthly Gas consumption forecasts for all business locations covered by the Advisory Program, with monthly forecasts to be projected out for two (2) years from the date of the report. In addition, Client shall provide CES with timely notification of potential material changes to its consumption forecasts. (b) provide appropriate personnel as is necessary to work with CES to effectively implement the Advisory Program. (c) reimburse Cargill for all reasonable and customary third party brokerage expenses incurred by CES or Cargill in executing Risk Management Transactions on Client' s behalf within any parameters established in the Risk Management Plan.

7. Standard of Liability; Risk of Loss. Client represents and warrants that it understands the risks involved with the Advisory Program, including, without limitation, the risks set forth in the Risk Disclosure Statement, attached hereto as Exhibit C ; the possibility that an entire investment may be lost and that liability could exceed Client' s expectations or that the assets in Client' s brokerage account (in the event that such an account has been opened to facilitate exchange-based futures transactions); the fact that such brokerage account will be subject to brokerage commissions regardless of whether profits are earned; that even if best efforts are used to close out all positions in the account at a particular time, there is no assurance that any such open positions will be closed out without incurring additional losses; and that certain fees for CES' s advisory services will be charged regardless of whether the Advisory Program as a whole is successful. The Advisor makes no guarantee that its Advisory Program will result in a profit or will not result in a loss for Client. CES, its principals, officers, employees, agents and affiliates shall not be liable, responsible or accountable in damages or otherwise to Client, its affiliates, successors or assigns in connection with this Gas Risk Management Advisory Agreement except with respect to willful misconduct or bad faith on the part of CES, or any breach by CES of its obligation to effect Risk Management Transactions only within the parameters specified in the Risk Management Plan as specified in Section 5(c), or a breach of CES' s agreements specified in Section 8; other than in such circumstances, all advice provided to Client pursuant to the Advisory program is at Client' s risk, and Client shall be solely liable for any losses it incurs in connection therewith under all circumstances. Client is willing and financially able to sustain such losses should they occur. CES shall not be liable to Client for the loss of any margin deposits or other Client funds or property that is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship or assignment for the benefit of creditors of any bank, clearing or other broker, exchange, clearing organization or similar entity.

8. Advisory Services to Various Clients. Client understands that CES may advise a variety of clients with differing degrees of risk tolerance. It is understood that such variation may result in substantial differences between the results achieved by Client and the results achieved by other clients advised by CES. CES hereby agrees that under no circumstances will it knowingly recommend or use strategies for Client that are inferior to strategies recommended or used for any other similarly situated client advised by CES, nor will it knowingly or deliberately favor any client advised by CES over Client in any way or manner.


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9. Confidentiality. CES agree ...