EXHIBIT
10.1

     

    EXECUTION
VERSION

    


    LOAN
AGREEMENT

     

    by
and among

     

    BIOFUEL
ENERGY CORP.

     

    and

     

    THE
LENDERS PARTY HERETO

     

    and

     

    GREENLIGHT
APE, L.L.C.,

     

    as
Administrative Agent

     

    September
24, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    	 
      	 
      	 
      	 
      	
                                                                                                                                            Page

                                                                                                                                          
	 	 	 
	
                                                                                                                                            1.
      CERTAIN DEFINITIONS

                                                                                                                                          	 
      	
                                                                                                                                            1

                                                                                                                                          
	
                                                                                                                                            1.1

                                                                                                                                          	Certain
      Definitions	 
      	
                                                                                                                                            1

                                                                                                                                          
	
                                                                                                                                            1.2

                                                                                                                                          	Construction	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.1

                                                                                                                                          	
                                                                                                                                            Number;
      Inclusion

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.2

                                                                                                                                          	
                                                                                                                                            Determination

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.3

                                                                                                                                          	
                                                                                                                                            Administrative
      Agent’s Discretion and Consent

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.4

                                                                                                                                          	
                                                                                                                                            Documents
      Taken as a Whole

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.5

                                                                                                                                          	
                                                                                                                                            Headings

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.6

                                                                                                                                          	
                                                                                                                                            Implied
      References to this Agreement

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.7

                                                                                                                                          	
                                                                                                                                            Persons

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.8

                                                                                                                                          	
                                                                                                                                            Modifications
      to Documents

                                                                                                                                          	 
      	
                                                                                                                                            18

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.9

                                                                                                                                          	
                                                                                                                                            From,
      To and Through

                                                                                                                                          	 
      	
                                                                                                                                            19

                                                                                                                                          
	 
      	
                                                                                                                                            1.2.10

                                                                                                                                          	
                                                                                                                                            Shall;
      Will

                                                                                                                                          	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            1.3

                                                                                                                                          	Accounting
      Principles	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            1.4

                                                                                                                                          	Concerning
      Corporate Terms	 
      	
                                                                                                                                            19

                                                                                                                                          
	 	 	 
	
                                                                                                                                            2.
      TERM FACILITY

                                                                                                                                          	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            2.1

                                                                                                                                          	Term
      Loan Commitment	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            2.2

                                                                                                                                          	Nature
      of Lenders’ Obligations with Respect to the Term Loan	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            2.3

                                                                                                                                          	Bridge
      Loan Funding Fee	 
      	
                                                                                                                                            19

                                                                                                                                          
	
                                                                                                                                            2.4

                                                                                                                                          	Term
      Loan Request	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                            2.5

                                                                                                                                          	Making
      the Term Loan	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                            2.6

                                                                                                                                          	Notes	 
      	
                                                                                                                                            20

                                                                                                                                          
	 	 	 	 	 
	
                                                                                                                                            3.
      INTEREST RATES

                                                                                                                                          	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                            3.1

                                                                                                                                          	Interest
      Rate	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                            3.2

                                                                                                                                          	Interest
      After Default	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                               
      

                                                                                                                                          	
                                                                                                                                            3.2.1

                                                                                                                                          	
                                                                                                                                            Acknowledgment

                                                                                                                                          	 
      	
                                                                                                                                            20

                                                                                                                                          
	
                                                                                                                                            3.3

                                                                                                                                          	Interest
      Rate Limitation	 
      	
                                                                                                                                            21

                                                                                                                                          
	 	 	 	 	 
	
                                                                                                                                            4.
      PAYMENTS

                                                                                                                                          	 
      	
                                                                                                                                            21

                                                                                                                                          
	
                                                                                                                                            4.1

                                                                                                                                          	Payments	 
      	
                                                                                                                                            21

                                                                                                                                          
	
                                                                                                                                            4.2

                                                                                                                                          	Pro
      Rata Treatment of Lenders	 
      	
                                                                                                                                            21

                                                                                                                                          
	
                                                                                                                                            4.3

                                                                                                                                          	Payment
      Dates	 
      	
                                                                                                                                            21

                                                                                                                                          
	 
      	
                                                                                                                                            4.3.1

                                                                                                                                          	
                                                                                                                                            Interest
      Payment Dates

                                                                                                                                          	 
      	
                                                                                                                                            21

                                                                                                                                          
	 
      	
                                                                                                                                            4.3.2

                                                                                                                                          	
                                                                                                                                            Principal
      Payment Dates; Warrants

                                                                                                                                          	 
      	
                                                                                                                                            22

                                                                                                                                          
	
                                                                                                                                            4.4

                                                                                                                                          	Voluntary
      Prepayments	 
      	
                                                                                                                                            22

                                                                                                                                          
	 
      	
                                                                                                                                            4.4.1

                                                                                                                                          	
                                                                                                                                            Right
      to Prepay

                                                                                                                                          	 
      	
                                                                                                                                            22

                                                                                                                                          
	
                                                                                                                                            4.5

                                                                                                                                          	Mandatory
      Prepayments	 
      	
                                                                                                                                            22

                                                                                                                                          
	 
      	
                                                                                                                                            4.5.1

                                                                                                                                          	
                                                                                                                                            Sale
      of Assets

                                                                                                                                          	 
      	
                                                                                                                                            22

                                                                                                                                          
	 
      	
                                                                                                                                            4.5.2

                                                                                                                                          	
                                                                                                                                            Rights
      Offering

                                                                                                                                          	 
      	
                                                                                                                                            23

                                                                                                                                          
	 
      	
                                                                                                                                            4.5.3    

                                                                                                                                          	
                                                                                                                                            Consummation
      of a Substitute Transaction

                                                                                                                                          	 
      	
                                                                                                                                            23

                                                                                                                                          
	
                                                                                                                                              4.6  

                                                                                                                                          	Additional
      Compensation in Certain Circumstances	 
      	
                                                                                                                                            23

                                                                                                                                          


                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      
 

      
        
           


        

        
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                                                      4.6.1

                                                    	
                                                      Increased
      Costs or Reduced Return Resulting from Taxes, Expenses,
    Etc.

                                                    	 
      	
                                                      23

                                                    
	 
      	
                                                      4.6.2

                                                    	
                                                      Losses
      Caused by Borrower

                                                    	 
      	
                                                      24

                                                    
	 
      	
                                                      4.6.3

                                                    	
                                                      Mitigation
      Obligation

                                                    	 
      	
                                                      24

                                                    
	
                                                      4.7

                                                    	INDEMNIFICATION
      BY BORROWER	 
      	
                                                      25

                                                    
	 	 	 
	
                                                      5.
      REPRESENTATIONS AND WARRANTIES

                                                    	 
      	
                                                      26

                                                    
	
                                                        5.1  

                                                    	Representations
      and Warranties	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.1

                                                    	
                                                      Organization
      and Qualification

                                                    	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.2

                                                    	
                                                      Capitalization
      and Ownership

                                                    	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.3

                                                    	
                                                      Subsidiaries

                                                    	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.4

                                                    	
                                                      Power
      and Authority

                                                    	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.5

                                                    	
                                                      Validity
      and Binding Effect

                                                    	 
      	
                                                      26

                                                    
	 
      	
                                                      5.1.6

                                                    	
                                                      No
      Conflict

                                                    	 
      	
                                                      27

                                                    
	 
      	
                                                      5.1.7

                                                    	
                                                      Litigation

                                                    	 
      	
                                                      27

                                                    
	 
      	
                                                      5.1.8

                                                    	
                                                      Use
      of Proceeds

                                                    	 
      	
                                                      27

                                                    
	 
      	
                                                      5.1.9

                                                    	
                                                      Full
      Disclosure

                                                    	 
      	
                                                      27

                                                    
	 
      	
                                                      5.1.10

                                                    	
                                                      Taxes

                                                    	 
      	
                                                      27

                                                    
	 
      	
                                                      5.1.11

                                                    	
                                                      Consents
      and Approvals

                                                    	 
      	
                                                      28

                                                    
	 
      	
                                                      5.1.12

                                                    	
                                                      No
      Event of Default; Compliance with Instruments

                                                    	 
      	
                                                      28

                                                    
	 
      	
                                                      5.1.13

                                                    	
                                                      Security
      Interests

                                                    	 
      	
                                                      28

                                                    
	 
      	
                                                      5.1.14

                                                    	
                                                      Real
      Property

                                                    	 
      	
                                                      28

                                                    
	 
      	
                                                      5.1.15

                                                    	
                                                      Status
      of the Collateral

                                                    	 
      	
                                                      29

                                                    
	 
      	
                                                      5.1.16

                                                    	
                                                      Insurance

                                                    	 
      	
                                                      29

                                                    
	 
      	
                                                      5.1.17

                                                    	
                                                      Compliance
      with Laws

                                                    	 
      	
                                                      29

                                                    
	 
      	
                                                      5.1.18

                                                    	
                                                      Material
      Contracts; Burdensome Restrictions

                                                    	 
      	
                                                      29

                                                    
	 
      	
                                                      5.1.19

                                                    	
                                                      Investment
      Companies; Regulated Entities

                                                    	 
      	
                                                      29

                                                    
	 
      	
                                                      5.1.20

                                                    	
                                                      Environmental
      Matters

                                                    	 
      	
                                                      30

                                                    
	 
      	
                                                      5.1.21

                                                    	
                                                      [Reserved]

                                                    	 
      	
                                                      31

                                                    
	 
      	
                                                      5.1.22

                                                    	
                                                      Financial
      Statements

                                                    	 
      	
                                                      31

                                                    
	 
      	
                                                      5.1.23

                                                    	
                                                      Governmental
      Approvals

                                                    	 
      	
                                                      31

                                                    
	 
      	
                                                      5.1.24

                                                    	
                                                      ERISA

                                                    	 
      	
                                                      32

                                                    
	 
      	
                                                      5.1.25

                                                    	
                                                      Immunity

                                                    	 
      	
                                                      32

                                                    
	 
      	
                                                      5.1.26

                                                    	
                                                      Utilities,
      Etc.

                                                    	 
      	
                                                      32

                                                    
	 	 	 	 	 
	
                                                      6.
      CONDITIONS OF LENDING

                                                    	 
      	
                                                      32

                                                    
	
                                                        6.1  

                                                    	Closing
      Date Loan	 
      	
                                                      32

                                                    
	 
      	
                                                      6.1.1

                                                    	
                                                      Officer’s
      Certificate

                                                    	 
      	
                                                      32

                                                    
	 
      	
                                                      6.1.2

                                                    	
                                                      Secretary’s
      Certificate

                                                    	 
      	
                                                      33

                                                    
	 
      	
                                                      6.1.3

                                                    	
                                                      Delivery
      of Loan Documents

                                                    	 
      	
                                                      33

                                                    
	 
      	
                                                      6.1.4

                                                    	
                                                      Opinion
      of Counsel

                                                    	 
      	
                                                      33

                                                    
	 
      	
                                                      6.1.5

                                                    	
                                                      Legal
      Details

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.6

                                                    	
                                                      Payment
      of Fees

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.7

                                                    	
                                                      Due
      Diligence

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.8

                                                    	
                                                      Consents

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.9

                                                    	
                                                      No
      Violation of Laws

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.10

                                                    	
                                                      No
      Actions or Proceedings

                                                    	 
      	
                                                      34

                                                    
	 
      	
                                                      6.1.11   

                                                    	
                                                      Material
      Adverse Change or Effect

                                                    	 
      	
                                                      35

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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                                              6.1.12

                                            	
                                              Financial
      Information, Etc.

                                            	 
      	
                                              35

                                            
	 
      	
                                              6.1.13

                                            	
                                              Cargill
      Conversion

                                            	 
      	
                                              35

                                            
	 	 	 	 	 
	
                                              7.
      COVENANTS

                                            	 
      	
                                              35

                                            
	
                                                7.1  

                                            	Affirmative
      Covenants	 
      	
                                              35

                                            
	 
      	
                                              7.1.1

                                            	
                                              Preservation
      of Existence, Etc.

                                            	 
      	
                                              35

                                            
	 
      	
                                              7.1.2

                                            	
                                              Payment
      of Liabilities, Including Taxes, Etc.

                                            	 
      	
                                              35

                                            
	 
      	
                                              7.1.3

                                            	
                                              Maintenance
      of Insurance

                                            	 
      	
                                              36

                                            
	 
      	
                                              7.1.4

                                            	
                                              Visitation
      Rights

                                            	 
      	
                                              36

                                            
	 
      	
                                              7.1.5

                                            	
                                              Keeping
      of Records and Books of Account

                                            	 
      	
                                              36

                                            
	 
      	
                                              7.1.6

                                            	
                                              Compliance
      with Laws

                                            	 
      	
                                              36

                                            
	 
      	
                                              7.1.7

                                            	
                                              Use
      of Proceeds

                                            	 
      	
                                              37

                                            
	 
      	
                                              7.1.8

                                            	
                                              Further
      Assurances

                                            	 
      	
                                              37

                                            
	 
      	
                                              7.1.9

                                            	
                                              Accounting
      and Financial Management

                                            	 
      	
                                              37

                                            
	 
      	
                                              7.1.10

                                            	
                                              Governmental
      Approvals

                                            	 
      	
                                              37

                                            
	 
      	
                                              7.1.11

                                            	
                                              Project
      Construction; Maintenance

                                            	 
      	
                                              38

                                            
	 
      	
                                              7.1.12

                                            	
                                              Performance
      of Project Documents

                                            	 
      	
                                              38

                                            
	 
      	
                                              7.1.13

                                            	
                                              Environmental
      Compliance

                                            	 
      	
                                              38

                                            
	 
      	
                                              7.1.14

                                            	
                                              Expenses

                                            	 
      	
                                              39

                                            
	 
      	
                                              7.1.15

                                            	
                                              Rights
      Offering

                                            	 
      	
                                              39

                                            
	 
      	
                                              7.1.16

                                            	
                                              Use
      of Term Loan Proceeds

                                            	 
      	
                                              39

                                            
	
                                                7.2  

                                            	Negative
      Covenants	 
      	
                                              39

                                            
	 
      	
                                              7.2.1

                                            	
                                              Subsidiary
      Indebtedness

                                            	 
      	
                                              39

                                            
	 
      	
                                              7.2.2

                                            	
                                              BFE
      Energy Indebtedness

                                            	 
      	
                                              40

                                            
	 
      	
                                              7.2.3

                                            	
                                              Indebtedness

                                            	 
      	
                                              40

                                            
	 
      	
                                              7.2.4

                                            	
                                              Subsidiary
      Liens

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.5

                                            	
                                              BFE
      Energy Liens

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.6

                                            	
                                              Liens

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.7

                                            	
                                              Guaranties

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.8

                                            	
                                              Loans
      and Investments

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.9

                                            	
                                              Dividends
      and Related Distributions

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.10

                                            	
                                              Liquidations,
      Mergers, Consolidations, Acquisitions

                                            	 
      	
                                              41

                                            
	 
      	
                                              7.2.11

                                            	
                                              Dispositions
      of Assets or Subsidiaries

                                            	 
      	
                                              42

                                            
	 
      	
                                              7.2.12

                                            	
                                              Affiliate
      Transactions

                                            	 
      	
                                              42

                                            
	 
      	
                                              7.2.13

                                            	
                                              Subsidiaries,
      Partnerships and Joint Ventures

                                            	 
      	
                                              43

                                            
	 
      	
                                              7.2.14

                                            	
                                              Continuation
      of or Change in Business

                                            	 
      	
                                              43

                                            
	 
      	
                                              7.2.15

                                            	
                                              Fiscal
      Year

                                            	 
      	
                                              44

                                            
	 
      	
                                              7.2.16

                                            	
                                              Issuance
      of Stock

                                            	 
      	
                                              44

                                            
	 
      	
                                              7.2.17

                                            	
                                              Changes
      in Documents

                                            	 
      	
                                              44

                                            
	 
      	
                                              7.2.18

                                            	
                                              Inconsistent
      Agreements

                                            	 
      	
                                              44

                                            
	 
      	
                                              7.2.19

                                            	
                                              Cancellation
      of Indebtedness

                                            	 
      	
                                              44

                                            
	 
      	
                                              7.2.20

                                            	
                                              [Reserved]

                                            	 
      	
                                              45

                                            
	 
      	
                                              7.2.21

                                            	
                                              Tax
      Shelter Regulations

                                            	 
      	
                                              45

                                            
	 
      	
                                              7.2.22

                                            	
                                              Amendment
      of Additional Project Documents

                                            	 
      	
                                              45

                                            
	 
      	
                                              7.2.23

                                            	
                                              ERISA

                                            	 
      	
                                              45

                                            
	 
      	
                                              7.2.24   

                                            	
                                              Certain
      Agreements

                                            	 
      	
                                              45

                                            
	
                                              7.3

                                            	Reporting
      Requirements	 
      	
                                              45

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      
 

      
        
           


        

        
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                                                              7.3.1

                                                            	
                                                              Quarterly
      Financial Statements

                                                            	 
      	
                                                              46

                                                            
	 
      	
                                                              7.3.2

                                                            	
                                                              Annual
      Financial Statements

                                                            	 
      	
                                                              46

                                                            
	 
      	
                                                              7.3.3

                                                            	
                                                              Certificate
      of the Borrower

                                                            	 
      	
                                                              46

                                                            
	 
      	
                                                              7.3.4

                                                            	
                                                              Notice
      of Default

                                                            	 
      	
                                                              46

                                                            
	 
      	
                                                              7.3.5

                                                            	
                                                              Certain
      Events

                                                            	 
      	
                                                              46

                                                            
	 
      	
                                                              7.3.6

                                                            	
                                                              Other
      Information

                                                            	 
      	
                                                              48

                                                            
	 
      	
                                                              7.3.7

                                                            	
                                                              Environmental
      Reports

                                                            	 
      	
                                                              48

                                                            
	 
      	
                                                              7.3.8

                                                            	
                                                              Operating
      Plan and Budget

                                                            	 
      	
                                                              48

                                                            
	 	 	
                                                                 

                                                            
	
                                                              8.
      DEFAULT

                                                            	 
      	
                                                              49

                                                            
	
                                                                8.1  

                                                            	Events
      of Default	 
      	
                                                              49

                                                            
	 
      	
                                                              8.1.1

                                                            	
                                                              Payments
      Under Loan Documents

                                                            	 
      	
                                                              49

                                                            
	 
      	
                                                              8.1.2

                                                            	
                                                              Breach
      of Warranty

                                                            	 
      	
                                                              49

                                                            
	 
      	
                                                              8.1.3

                                                            	
                                                              Breach
      of Certain Covenants

                                                            	 
      	
                                                              50

                                                            
	 
      	
                                                              8.1.4

                                                            	
                                                              Breach
      of Other Covenants

                                                            	 
      	
                                                              50

                                                            
	 
      	
                                                              8.1.5

                                                            	
                                                              Defaults
      in Other Agreements or Indebtedness

                                                            	 
      	
                                                              50

                                                            
	 
      	
                                                              8.1.6

                                                            	
                                                              Final
      Judgments or Orders

                                                            	 
      	
                                                              50

                                                            
	 
      	
                                                              8.1.7

                                                            	
                                                              Loan
      Document Unenforceable

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.8

                                                            	
                                                              Uninsured
      Losses; Proceedings Against Assets

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.9

                                                            	
                                                              Termination
      of Rights Offering

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.10

                                                            	
                                                              Insolvency

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.11

                                                            	
                                                              Cessation
      of Business

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.12

                                                            	
                                                              Change
      of Control

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.13

                                                            	
                                                              Breach
      of Material Agreement

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.14

                                                            	
                                                              Executive
      Management Waiver Agreements

                                                            	 
      	
                                                              51

                                                            
	 
      	
                                                              8.1.15

                                                            	
                                                              Involuntary
      Proceedings

                                                            	 
      	
                                                              52

                                                            
	 
      	
                                                              8.1.16   

                                                            	
                                                              Voluntary
      Proceedings

                                                            	 
      	
                                                              52

                                                            
	
                                                                8.2  

                                                            	Consequences
      of Event of Default	 
      	
                                                              52

                                                            
	 
      	
                                                              8.2.1

                                                            	
                                                              Events
      of Default Other Than Bankruptcy, Insolvency or Reorganization
      Proceedings

                                                            	 
      	
                                                              52

                                                            
	 
      	
                                                              8.2.2

                                                            	
                                                              Bankruptcy,
      Insolvency or Reorganization Proceedings

                                                            	 
      	
                                                              52

                                                            
	 
      	
                                                              8.2.3

                                                            	
                                                              Suits,
      Actions, Proceedings

                                                            	 
      	
                                                              52

                                                            
	 
      	
                                                              8.2.4

                                                            	
                                                              Application
      of Proceeds

                                                            	 
      	
                                                              53

                                                            
	 
      	
                                                              8.2.5

                                                            	
                                                              Other
      Rights and Remedies

                                                            	 
      	
                                                              53

                                                            
	 	 	 	 	 
	
                                                              9.
      THE ADMINISTRATIVE AGENT

                                                            	 
      	
                                                              53

                                                            
	
                                                              9.1

                                                            	Appointment	 
      	
                                                              53

                                                            
	
                                                              9.2

                                                            	Duties;
      Delegation of Duties	 
      	
                                                              54

                                                            
	 
      	
                                                              9.2.1

                                                            	
                                                              Collateral
      Matters

                                                            	 
      	
                                                              54

                                                            
	 
      	
                                                              9.2.2

                                                            	
                                                              Administrative
      Agent May File Proofs of Claim

                                                            	 
      	
                                                              54

                                                            
	
                                                              9.3

                                                            	Nature
      of Duties; Independent Credit Investigation	 
      	
                                                              55

                                                            
	
                                                              9.4

                                                            	Actions
      in Discretion of Administrative Agent; Instructions From the
    Lenders	 
      	
                                                              55

                                                            
	
                                                              9.5

                                                            	Exculpatory
      Provisions; Limitation of Liability	 
      	
                                                              56

                                                            
	
                                                              9.6

                                                            	Reimbursement
      and Indemnification of Administrative Agent by Lenders	 
      	
                                                              57

                                                            
	
                                                                9.7  

                                                            	Reliance
      by Administrative Agent	 
      	
                                                              57

                                                            
	
                                                                9.8  

                                                            	Notice
      of Default	 
      	
                                                              57

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      
 

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        	
                                                                                                                                                9.9   

                                                                                                                                              	Notices	 
      	
                                                                                                                                                57

                                                                                                                                              
	
                                                                                                                                                9.10 

                                                                                                                                              	Lenders
      in Their Individual Capacities; Administrative Agent in its Individual
      Capacity	 
      	
                                                                                                                                                58

                                                                                                                                              
	
                                                                                                                                                9.11 

                                                                                                                                              	Holders
      of Notes	 
      	
                                                                                                                                                58

                                                                                                                                              
	
                                                                                                                                                9.12 

                                                                                                                                              	Equalization
      of Lenders	
                                                                                                                                                58

                                                                                                                                              
	
                                                                                                                                                9.13 

                                                                                                                                              	Successor
      Administrative Agent	 
      	
                                                                                                                                                58

                                                                                                                                              
	
                                                                                                                                                9.14 

                                                                                                                                              	Availability
      of Funds	 
      	
                                                                                                                                                59

                                                                                                                                              
	
                                                                                                                                                9.15 

                                                                                                                                              	Calculations	 
      	
                                                                                                                                                59

                                                                                                                                              
	
                                                                                                                                                9.16 

                                                                                                                                              	Beneficiaries	 
      	
                                                                                                                                                59

                                                                                                                                              
	 	 	 
	
                                                                                                                                                10.
      MISCELLANEOUS

                                                                                                                                              	 
      	
                                                                                                                                                59

                                                                                                                                              
	
                                                                                                                                                10.1  

                                                                                                                                              	Modifications,
      Amendments or Waivers	 
      	
                                                                                                                                                59

                                                                                                                                              
	 
      	
                                                                                                                                                10.1.1

                                                                                                                                              	
                                                                                                                                                Extension
      of Payment; Reduction of Principal, Interest or Fees; Modification of
      Terms of Payment

                                                                                                                                              	 
      	
                                                                                                                                                60

                                                                                                                                              
	 
      	
                                                                                                                                                10.1.2

                                                                                                                                              	
                                                                                                                                                Release
      of Collateral

                                                                                                                                              	 
      	
                                                                                                                                                60

                                                                                                                                              
	 
      	
                                                                                                                                                10.1.3

                                                                                                                                              	
                                                                                                                                                Miscellaneous

                                                                                                                                              	 
      	
                                                                                                                                                60

                                                                                                                                              
	
                                                                                                                                                10.2  

                                                                                                                                              	No
      Implied Waivers; Cumulative Remedies; Writing Required	 
      	
                                                                                                                                                60

                                                                                                                                              
	
                                                                                                                                                10.3  

                                                                                                                                              	Reimbursement
      and Indemnification of Lenders by the Borrower; Taxes	 
      	
                                                                                                                                                61

                                                                                                                                              
	
                                                                                                                                                10.4  

                                                                                                                                              	Holidays	 
      	
                                                                                                                                                61

                                                                                                                                              
	
                                                                                                                                                10.5  

                                                                                                                                              	Notices	 
      	
                                                                                                                                                62

                                                                                                                                              
	
                                                                                                                                                10.6  

                                                                                                                                              	Severability	 
      	
                                                                                                                                                62

                                                                                                                                              
	
                                                                                                                                                10.7  

                                                                                                                                              	Governing
      Law	 
      	
                                                                                                                                                62

                                                                                                                                              
	
                                                                                                                                                10.8  

                                                                                                                                              	Prior
      Understanding	 
      	
                                                                                                                                                62

                                                                                                                                              
	
                                                                                                                                                10.9  

                                                                                                                                              	Duration;
      Survival	 
      	
                                                                                                                                                62

                                                                                                                                              
	
                                                                                                                                                10.10

                                                                                                                                              	Successors
      and Assigns	 
      	
                                                                                                                                                63

                                                                                                                                              
	
                                                                                                                                                10.11

                                                                                                                                              	Confidentiality	 
      	
                                                                                                                                                63

                                                                                                                                              
	 
      	
                                                                                                                                                10.11.1

                                                                                                                                              	
                                                                                                                                                General

                                                                                                                                              	 
      	
                                                                                                                                                63

                                                                                                                                              
	 
      	
                                                                                                                                                10.11.2

                                                                                                                                              	
                                                                                                                                                Sharing
      Information With Affiliates of the Lenders

                                                                                                                                              	 
      	
                                                                                                                                                64

                                                                                                                                              
	 
      	
                                                                                                                                                10.11.3   

                                                                                                                                              	
                                                                                                                                                Nonliability
      of Lenders

                                                                                                                                              	 
      	
                                                                                                                                                64

                                                                                                                                              
	
                                                                                                                                                10.12

                                                                                                                                              	Counterparts	 
      	
                                                                                                                                                65

                                                                                                                                              
	
                                                                                                                                                10.13

                                                                                                                                              	Administrative
      Agent’s or Lender’s Consent	 
      	
                                                                                                                                                65

                                                                                                                                              
	
                                                                                                                                                10.14

                                                                                                                                              	Exceptions	 
      	
                                                                                                                                                65

                                                                                                                                              
	
                                                                                                                                                10.15

                                                                                                                                              	CONSENT
      TO FORUM; WAIVER OF JURY TRIAL	 
      	
                                                                                                                                                65

                                                                                                                                              
	
                                                                                                                                                10.16

                                                                                                                                              	Tax
      Withholding Clause	 
      	
                                                                                                                                                66

                                                                                                                                              
	
                                                                                                                                                10.17

                                                                                                                                              	[Reserved]	 
      	
                                                                                                                                                67

                                                                                                                                              
	
                                                                                                                                                10.18

                                                                                                                                              	Limitation
      of Recourse	 
      	
                                                                                                                                                67

                                                                                                                                              
	
                                                                                                                                                10.19

                                                                                                                                              	No
      Reliance on Administrative Agent’s Customer Identification
    Program	 
      	
                                                                                                                                                67

                                                                                                                                              


                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    LIST
OF SCHEDULES AND EXHIBITS

    


    SCHEDULES

     

    
      
        
          
            	
                    SCHEDULE
      1.1(A)

                  	
                    -

                  	
                    COMMITMENTS
      OF LENDERS

                  
	
                    SCHEDULE
      1.1(B)

                  	
                    -

                  	
                    AFFILIATES
      OF BORROWER

                  
	
                    SCHEDULE
      5.1.1

                  	
                    -

                  	
                    QUALIFICATIONS
      TO DO BUSINESS

                  
	
                    SCHEDULE
      5.1.2

                  	
                    -

                  	
                    CAPITALIZATION

                  
	
                    SCHEDULE
      5.1.14   

                  	
                    -

                  	
                    REAL
      PROPERTY

                  
	
                    SCHEDULE
      5.1.15

                  	
                    -

                  	
                    LLC
      AGREEMENTS

                  
	
                    SCHEDULE
      5.1.18

                  	
                    -

                  	
                    MATERIAL
      CONTRACTS

                  
	
                    SCHEDULE
      5.1.20

                  	
                    -

                  	
                    ENVIRONMENTAL
      DISCLOSURES

                  
	
                    SCHEDULE
      7.2.12

                  	
                    -

                  	
                    TRANSACTIONS
      WITH AFFILIATES

                  


          

        

      

    

     

    EXHIBITS

     

    
      
        
          
            
              	
                      EXHIBIT
      1.1(A)       

                    	
                      -

                    	
                      RIGHTS
      OFFERING LETTER AGREEMENT

                    
	
                      EXHIBIT
      1.1(B)

                    	
                      -

                    	
                      FORM
      OF EXECUTIVE MANAGEMENT WAIVER AGREEMENT

                    
	
                      EXHIBIT
      1.1(P)

                    	
                      -

                    	
                      FORM
      OF PLEDGE AGREEMENT

                    
	
                      EXHIBIT
      1.1(R)

                    	
                      -

                    	
                      FORM
      OF NOTE

                    
	
                      EXHIBIT
      1.1(S)

                    	
                         
      

                    	
                      FORM
      OF WARRANT AGREEMENT

                    
	
                      EXHIBIT
      2.4

                    	
                      -

                    	
                      FORM
      OF LOAN
REQUEST

                    


            

          

        

      

    
 

    
      
         


      

      
        vi

        
          

        

      

      
         


      

    


    LOAN
AGREEMENT

     

    THIS LOAN
AGREEMENT (this “Agreement”)
dated September 24, 2010, is entered into by and among BioFuel Energy
Corp., a Delaware corporation (“Borrower”),
the lenders listed as lenders on Schedule 1.1(A)
attached hereto (the “Lenders”),
and Greenlight APE, LLC, in its capacity as administrative agent for the Lenders
under this Agreement (hereinafter referred to in such capacity as the “Administrative
Agent”).

     

    WITNESSETH:

     

    WHEREAS, the Borrower owns a
majority of the membership interests of BioFuel Energy, LLC, a Delaware limited
liability company (“BFE
Energy”), which, in turn, wholly-owns BFE Holdings, LLC, a Delaware
limited liability company (“BFE
Holdings”), which, in turn, wholly-owns BFE Operating Company, LLC, a
Delaware limited liability company (“BFE
Operating”), which, in turn, wholly-owns both of Buffalo Lake Energy,
LLC, a Delaware limited liability company (“Buffalo
Lake”) and Pioneer Trail Energy LLC, a Delaware limited liability company
(“Pioneer
Trail”);

     

    WHEREAS, BFE Operating,
Buffalo Lake and Pioneer Trail (together in such capacity, the “Senior Credit
Agreement Borrowers”) joined into as borrowers, that certain Credit
Agreement, as the same may be amended, modified or supplemented from time to
time (the “Senior Credit
Agreement”), dated as of September 25, 2006, by and among the Senior
Credit Agreement Borrowers, Deutsche Bank Trust Company Americas, BNP Paribas
and various financial institutions as Lenders (the “Senior
Lenders”);

     

    WHEREAS, in connection with
entering into the Senior Credit Agreement, the Senior Lenders made available to
the Senior Credit Agreement Borrowers a Working Capital Loan (as defined in the
Senior Credit Agreement);

     

    WHEREAS, the Working Capital
Loan is due and payable on September 27, 2010;

     

    WHEREAS, in order to satisfy
repayment obligations under the Senior Credit Agreement related to the Working
Capital Loan, the Lenders are willing to provide a $19,420,620 term loan upon
the terms and conditions hereinafter set forth.

     

    NOW, THEREFORE, the parties
hereto, in consideration of their mutual covenants and agreements hereinafter
set forth and intending to be legally bound hereby, covenant and agree as
follows:

     

    1.  CERTAIN
DEFINITIONS

     

    1.1           Certain
Definitions.  In addition to
words and terms defined elsewhere in this Agreement, the following words and
terms shall have the following meanings, respectively:

     

    “Additional
Project Document” shall mean any contract or agreement (including a
sub-contract) relating to the development, construction, testing, operation,
maintenance, repair, financing or use of the Project entered into by any
Borrower Affiliate Party or a sub-contractor with any other Person subsequent to
the date of this Agreement (including any contract(s) or agreement(s) entered
into in substitution for any Project Document that has been terminated in
accordance with its terms or otherwise).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Administrative
Agent” shall mean Greenlight APE, LLC, a Delaware
limited liability company, as administrative agent, and its successors and
assigns.

     

    “Affiliate”
as to any Person shall mean any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person, (ii)
which beneficially owns or holds 10% or more of any class of the voting or other
equity interests of such Person, (iii) 10% or more of any class of voting
interests or other equity interests of which is beneficially owned or held,
directly or indirectly, by such Person; or (iv) with respect to any Lender, any
entity administered or managed by such Lender or an Affiliate or investment
advisor thereof.  Control, as used in this definition, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, including the power to
elect a majority of the directors or trustees of a corporation or trust, as the
case may be.

     

    “Agreement”
shall mean this Loan Agreement, as the same may be supplemented or amended from
time to time, including all schedules and exhibits.

     

    “Anti-Terrorism
Law” shall mean the Laws referred to, directly or indirectly, in 10.19 [No Reliance on
Administrative Agent’s Customer Identification Program] and Executive Order
13224.

     

    “Authorized
Officer” shall mean as to the Borrower, its President, Chief Executive
Officer, Chief Financial Officer, General Counsel and those individuals,
designated by written notice to the Administrative Agent from the Borrower,
authorized to execute notices, reports and other documents on behalf of Borrower
required hereunder.  The Borrower may amend such list of individuals
from time to time by giving written notice of such amendment to the
Administrative Agent.

     

    “BFE
Energy” has the meaning specified in the recitals to this
Agreement.

     

    “BFE
Holdings” has the meaning specified in the recitals to this
Agreement.

     

    “BFE
Operating” has the meaning specified in the recitals to this
Agreement.

     

    “Borrower”
has the meaning specified in the preamble to this Agreement.

     

    “Borrower
Affiliate Parties” shall mean the Borrower and all of the Borrower’s
Subsidiaries and Borrower
Affiliate Party shall mean any of them.

     

    “Borrowing
Date” shall mean, with respect to the Loan, the Closing
Date.

     

    “Bridge Loan
Funding
Fee” shall mean an amount equal to $776,825.

     

    “Buffalo
Lake” shall mean Buffalo Lake Energy, LLC, a limited liability company
organized and existing under the laws of the State of Delaware.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    “Buffalo Lake
Commercial Operation Date” shall mean the date of the first crush of corn
at the Buffalo Lake Plant.

     

    “Buffalo Lake
Grain Facility Lease” shall have the meaning set forth in the Senior
Credit Agreement.

     

    “Buffalo Lake
Land” shall mean the site upon which the Buffalo Lake Plant is installed,
together with any fixtures and civil works constructed thereon and any other
easements, licenses and other real property rights and interests required for
the operation of such Plant, including the land referred to in the Buffalo Lake
Grain Facility Lease.

     

    “Buffalo Lake
Plant” shall mean the fuel grade, denatured ethanol production facility
located near Fairmont, Minnesota, with a nameplate capacity of one hundred fifteen
million (115,000,000) gallons-per-year, including the Buffalo Lake Land on which
such facility is located, and all buildings, structures, improvements, easements
and other property related thereto (including all associated electrical, gas,
steam, and water interconnection, storage and treatment facilities, to the
extent owned by any Borrower Affiliate Party).

     

    “Buffalo Lake
Project Documents” shall mean the following documents all defined in the
Senior Credit Agreement:  (i) the Buffalo Lake Access Agreement, the
Buffalo Lake EPC Contract, the Buffalo Lake O&M Agreement (when executed and
delivered), the Buffalo Lake Corn Supply Agreement, the Buffalo Lake Corn Future
Advisory Agreement, the Buffalo Lake Risk Management Agreement, the Buffalo Lake
Distillers Grains Marketing Agreement, the Buffalo Lake Ethanol Marketing
Agreement, the Buffalo Lake Master Agreement, the Buffalo Lake Gas Supply
Agreement(s), the Buffalo Lake Gas Transportation Services Agreement, the
Buffalo Lake NAESB Agreement, the Buffalo Lake Gas Supply Representation and
Management Agreement, the Buffalo Lake Gas Pipeline Construction and Management
Agreement, the Buffalo Lake Grain Facility Lease, the Buffalo Lake Land Purchase
Agreements, the Buffalo Lake Delta-T License Agreement, the Buffalo Lake Limited
Liability Company Agreement, the Buffalo Lake Management Services Agreement
(when executed and delivered), the Buffalo Lake Rail Car Exchange Agreement, the
Buffalo Lake Railroad Car Lease Agreement, the TIC Indemnity Confirmation
(Buffalo Lake), the Buffalo Lake Payment and Performance Bonds, the Buffalo Lake
Escrow Agreement, UP Consent (Buffalo Lake), UP Industry Track Contract (Buffalo
Lake) and, at all times after the execution and delivery thereof, each Material
Additional Project Document; (ii) a Consent Agreement (as defined in the Senior
Credit Agreement) relating to each of the following Project
Documents:  the Buffalo Lake Access Agreement, the Buffalo Lake EPC
Contract, the Buffalo Lake O&M Agreement, the Buffalo Lake Corn Supply
Agreement, the Buffalo Lake Corn Future Advisory Agreement, the Buffalo Lake
Risk Management Agreement, the Buffalo Lake Distillers Grains Marketing
Agreement, the Buffalo Lake Ethanol Marketing Agreement, the Buffalo Lake Master
Agreement, the Buffalo Lake Gas Supply Agreement, the Buffalo Lake Gas Supply
Representation and Management Agreement, the Buffalo Lake Gas Transportation
Services Agreement, the Buffalo Lake NAESB Agreement, the Buffalo Lake Gas
Pipeline Construction and Management Agreement, the Buffalo Lake Grain Facility
Lease, the Buffalo Lake Delta-T License Agreement, the Buffalo Lake Rail Car
Exchange Agreement, the Buffalo Lake Rail Car Lease Agreement and the Buffalo
Lake Management Services Agreement and (iii) at all times after the execution
and delivery of any Material Additional Project Document, a Consent Agreement
with respect thereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    “Business
Day” shall mean any day other than a Saturday or Sunday or a legal
holiday on which commercial banks are authorized or required to be closed for
business in New York, New York.

     

    “Capital
Expenditures” shall mean all expenditures (by the expenditure of cash or
the incurrence of Indebtedness) during any measuring period for any fixed assets
or improvements or for replacements, substitutions, or additions thereto, that
have a useful life of more than one year and that are required to be capitalized
under GAAP.

     

    “Capital
Stock” shall mean, with respect to any Person, any and all shares,
interests, participations and/or rights in or other equivalents (however
designated, whether voting or nonvoting, ordinary or preferred) in the equity or
capital of such Person, now or hereafter outstanding, and any and all rights,
warrants or options exchangeable for or convertible into any
thereof.

     

    “Cargill”
shall mean Cargill, Incorporated, a corporation organized and existing under the
laws of the State of Delaware.

     

    “Cargill
Acknowledgement Letter” shall mean the acknowledgement letter by and
between Cargill and the Borrower, dated as of September 23,
2010.

     

    “Cargill
Payment” shall have the meaning provided for in Section 6.1.13
[Cargill Conversion].

     

    “Center Point
Energy” shall mean Center Point Energy, Inc., a corporation organized and
existing under the laws of the State of Texas.

     

    “Change of
Control” shall mean:

     

    (i)           at
any time, BFE Holdings shall cease to (i) own and control, directly, 100% of the
total Voting Stock or economic interests of BFE Operating or (ii) own and
control, indirectly, 100% of the total Voting Stock or economic interests of
each of Buffalo Lake and Pioneer Trail, or (iii) possess, directly or
indirectly, the power to direct or cause the direction of all the management,
policies and decisions of any Senior Credit Agreement Borrower;

     

    (ii)          at
any time, BFE Energy shall cease to either (i) own and control, directly or
indirectly, 100% of the total Voting Stock or economic interests of any Senior
Credit Agreement Borrower, or (ii) possess, directly or indirectly, the power to
direct or cause the direction of all the management, policies and decisions of
any Senior Credit Agreement Borrower;

     

    (iii)         at
any time, BFE Operating shall cease to own and control, directly, 100% of the
total Voting Stock or economic interest of each of Buffalo Lake and Pioneer
Trail;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (iv)        at
any time, the Borrower shall cease to own and control, directly or indirectly,
at least 78.7% of the total Voting Stock or economic interest of BFE
Energy;

     

    (v)         at
any time, any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan), other than one or more Permitted Holders, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 25% or more of
the voting power of the Common Stock on a Fully-Diluted basis of the
Borrower;

     

    (vi)        during
any period of 12 consecutive months, a majority of the members of the board of
directors of the Borrower cease to be composed of individuals (i) who were
members of that board on the first day of such period, (ii) whose election or
nomination to the board was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of the board, (iii) whose election or nomination to the board was
approved by individuals referred to in clause (i) or (ii) above constituting at
the time of such election or nomination at least a majority of the board or (iv)
whose election or nomination was approved by one or more Permitted Holders
(excluding, in the case of both clause (ii) and clause (iii), any individual
whose initial nomination for, or assumption of office as, a member of the board
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors); or

     

    (vii)       any
Person (other than a Permitted Holder) or two or more Persons (none of whom are
Permitted Holders) acting in concert that shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management or
policies of the Borrower, or control over the Common Stock on a Fully-Diluted
basis (and taking into account all such securities that such Person(s) or group
has the right to acquire pursuant to any option right) representing 25% or more
of the combined voting power of such securities.

     

    “CIP
Regulations” shall have the meaning provided for in Section 10.19 [No
Reliance on Administrative Agent’s Customer Identification
Program].

     

    “Closing
Date” shall mean the date hereof.  The closing shall take place
at 11:00 a.m. in the New York offices of Akin Gump Strauss Hauer & Feld,
LLP, or at such other time and place as the parties agree.

     

    “Collateral”
shall mean all the issued and outstanding membership interest of BFE Energy
owned by the Borrower as of the Closing Date, which as of the date hereof is
equal to 78.7% of the LLC Interests.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    “Commercial
Operation Date” shall mean, the Buffalo Lake Commercial Operation Date
and the Pioneer Trail Commercial Operation Date, as the case may
be.

     

    “Commitment”
shall mean, as to any Lender at any time, the amount initially set forth
opposite its name on Schedule 1.1(A) (as
it may be amended in accordance with Section 2.1) in
the column labeled “Amount of Commitment for Term Loan,” and “Commitments”
shall mean the aggregate Commitments of all of the Lenders, all as may be
reduced from time to time hereunder, provided that, for
the avoidance of doubt, following the Closing Date, the amount of aggregate
Commitments of all Lenders shall be equal to $0.

     

    “Common
Stock” shall mean the common stock of the Borrower, which as of the
Closing Date is traded on the NASDAQ, a national securities
exchange.

     

    “Cornerstone”
shall mean Cornerstone Energy, Inc., a corporation organized and existing under
the laws of the State of Nebraska.

     

    “Delta-T”
shall mean Delta-T Corp., a corporation organized and existing under the laws of
Virginia.

     

    “Dollar, Dollars,
U.S. Dollars” and the symbol $ shall mean lawful money of the United
States of America.

     

    “Environmental
Claim” shall mean, with respect to any Person, (i) any notice, claim,
administrative, regulatory or judicial or equitable action, suit, Lien, judgment
or demand by any other Person or (ii) any other written communication by any
Official Body, in either case alleging or asserting such Person's liability for
investigatory costs, cleanup costs, consultants’ fees, governmental response
costs, damages to natural resources (including, without limitation, wetlands,
wildlife, aquatic and terrestrial species and vegetation) or other Property,
property damages or personal injuries, or seeking injunctive relief, fines or
penalties arising out of, based on or resulting from (x) the presence, or
Release into the environment, of any Hazardous Material at any location, whether
or not owned by such Person or (y) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law or Governmental
Approval issued under any Environmental Law.

     

    “Environmental
Law” shall mean any and all laws relating to protection of the
environment or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, petrochemicals or petroleum, chemicals or industrial,
toxic or hazardous substances or wastes into the environment including ambient
air, surface water, ground water or land or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes.

     

    “EPC
Contractor” shall mean TIC – The Industrial Company Wyoming, Inc., a
corporation organized and existing under the laws of Wyoming.

     

    “ERISA”
shall mean the Employee Retirement Income Securities Act of 1974, as amended,
and the rules and regulations promulgated thereunder.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “ERISA
Affiliate”
shall mean any entity with which an entity is considered a single employer under
Section 414(b), (c) or (m) of the Internal Revenue Code.

     

    “Events of
Default” shall mean any of the events described in Section 8.1 [Events
of Default] and referred to therein as an “Event of Default.”

     

    “Executive
Management Waiver Agreement” shall mean a waiver agreement entered into
by certain executives of the Borrower or an Affiliate of the Borrower, which are
identified on Schedule
1.1(B), in the form of Exhibit 1.1(B) dated
the date hereof, executed and delivered by each of the respective executives to
the Administrative Agent for the benefit of the Lenders.

     

    “Expropriation
Event” shall mean (a) any condemnation, nationalization, seizure or
expropriation by an Official Body of all or a substantial portion of the Project
or the Property or the assets of any Borrower Affiliate Party or of its share
capital, (b) any assumption by an Official Body of control of the Property,
assets or business operations of any Borrower Affiliate Party or of its share
capital, (c) any taking of any action by an Official Body for the dissolution or
disestablishment of any Borrower Affiliate Party or (d) any taking of any action
by an Official Body that would prevent any Borrower Affiliate Party from
carrying on its business or operations or a substantial part
thereof.

     

    “Fully Diluted
Basis” shall mean, at a given time, all shares of Common Stock of the
Borrower issued and outstanding at such time, plus all such shares then issuable
upon exercise of all then outstanding options, warrants and other convertible
securities (including LLC Interests), whether or not such options, warrants or
convertible securities are actually exercisable or convertible at such time, all
calculated on an “as converted” to common stock basis.

     

    “GAAP”
shall mean generally accepted accounting principles in the United States of
America as are in effect from time to time, subject to the provisions of Section 1.3
[Accounting Principles], and applied on a consistent basis both as to
classification of items and amounts.

     

    “Good Industry
Practices” means the professional practices, methods, equipment,
specifications and safety and output standards and industry codes of the United
States ethanol industry for projects of a similar type and capacity as the
Project, with respect to the design, installation, operation, maintenance and
use of equipment and similar or better machinery, all of the above in compliance
with applicable standards of safety, output, dependability, efficiency and
economy, including recommended practice, of a good, safe, prudent and
workman-like character and in compliance with all applicable
Laws.  Good Industry Practices are not intended to be limited to the
optimum or minimum practice or method to the exclusion of all others, but rather
to be a spectrum of reasonable and prudent practices and methods as practiced in
the industry.

     

    “Governmental
Approval” shall mean any authorization, consent, approval, license,
ruling, permit, tariff, rate, certification, exemption, filing, variance, claim,
order, judgment, decree, publication, notice to, declaration of or with, or
registration by or with, any Official Body.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Guaranty”
of any Person shall mean any obligation of such Person guaranteeing or in effect
guaranteeing any liability or obligation of any other Person in any manner,
whether directly or indirectly, including any agreement to indemnify or hold
harmless any other Person, any performance bond or other suretyship arrangement
and any other form of assurance against loss, except endorsement of negotiable
or other instruments for deposit or collection in the ordinary course of
business and except obligations in the nature of subrogation or guarantees for
the benefit of Persons providing performance bonds for actions by Borrower
specifically incident to the issuance of such performance bonds.

     

    “Hazardous
Material” shall mean any substance that is regulated or could lead to
liability under any Environmental Law, including, but not limited to, any
petroleum or petroleum product, asbestos in any form that is or could become
friable, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls (PCB’s), hazardous waste,
hazardous material, hazardous substance, toxic substance, contaminant or
pollutant, as defined or regulated as such under, any applicable Environmental
Law.

     

    “Indebtedness”
shall mean, as to any Person at any time, any and all indebtedness, obligations
or liabilities (whether matured or unmatured, liquidated or unliquidated, direct
or indirect, absolute or contingent, or joint or several) of such Person for or
in respect of:  (i) borrowed money, (ii) amounts raised under or
liabilities in respect of any note purchase or acceptance credit facility, (iii)
reimbursement obligations (contingent or otherwise) under any letter of credit,
currency swap agreement, interest rate swap, cap, collar or floor agreement or
other interest rate management device, (iv) any other transaction (including
forward sale or purchase agreements, capitalized leases and conditional sales
agreements but excluding operating leases) having the commercial effect of a
borrowing of money entered into by such Person to finance its operations or
capital requirements (but not including trade payables and accrued expenses
incurred in the ordinary course of business which are not represented by a
promissory note or other evidence of indebtedness and which are not more than
ninety (90) days past due), and (v) any Guaranty of Indebtedness for borrowed
money.

     

    “Indemnified
Liabilities” shall have the meaning provided for in Section 4.7
[Indemnification by Borrower].

     

    “Indemnified
Party” shall have the meaning provided for in Section 4.7
[Indemnification by Borrower].

     

    “Independent
Engineer” shall mean Luminate, LLC or any other Person from time to time
appointed by the Senior Lenders for purposes of the Senior Credit
Agreement.

     

    “Interest
Rate” shall mean a rate per annum of 12.5%, provided that in the
event the Term Loan is not repaid in full by the Borrower on or before the
Maturity Date then the rate per annum shall increase to the Penalty
Rate.

     

    “Internal Revenue
Code” shall mean the Internal Revenue Code of 1986, as the same may be
amended or supplemented from time to time, and any successor statute of similar
import, and the rules and regulations thereunder, as from time to time in
effect.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Investment”
in any Person shall mean, without duplication: (a) the acquisition (whether for
cash, securities, other Property, services or otherwise) or holding of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of such Person, or any agreement to make any such acquisition
or to make any capital contribution to such Person; or (b) the making of any
deposit with, or advance, loan or other extension of credit to, such
Person.

     

    “Labor
Contracts” shall mean all employment agreements, employment contracts,
collective bargaining agreements and other agreements among Borrower, any
Subsidiary of Borrower and their employees.

     

    “Land”
shall mean, collectively, the Buffalo Lake Land and the Pioneer Trail
Land.

     

    “Law” shall
mean any law (including common law), constitution, statute, treaty, regulation,
rule, ordinance, ruling, order, injunction, writ, decree, judgment,
authorization or approval, award of or settlement agreement with or issued by
any Official Body.

     

    “Lenders”
shall mean the institutions listed as lenders named on Schedule 1.1(A)
and their respective successors and assigns as permitted hereunder, each of
which is referred to herein as a Lender.

     

    “Lien”
shall mean any mortgage, deed of trust, pledge, lien, security interest, charge
or other encumbrance or security arrangement of any nature whatsoever, whether
voluntarily or involuntarily given, including any conditional sale or title
retention arrangement, and any assignment, deposit arrangement or lease intended
as, or having the effect of, security and any filed financing statement (other
than precautionary financing statement filed in respect of operating leases) or
other notice of any of the foregoing (whether or not a lien or other encumbrance
is created or exists at the time of the filing).

     

    “LLC
Interests” shall mean in respect of any limited liability company, its
outstanding limited liability company interests or units and the voting rights
associated therewith.

     

    “Loan” or
“Term
Loan” shall mean the Term Loan made by a Lender or the Lenders to the
Borrower pursuant to Section 2.1 [Term
Loan Commitment] on the Closing Date.

     

    “Loan
Documents” shall mean this Agreement, the Cargill Acknowledgement Letter,
the Notes, the Pledge Agreement, the Warrant Agreement, the Rights Offering
Letter Agreement, the Executive Management Waiver Agreements, and any other
instruments, certificates or documents delivered or contemplated to be delivered
hereunder or thereunder or in connection herewith or therewith, as the same may
be supplemented or amended from time to time in accordance herewith or
therewith, and Loan
Document shall mean any of the Loan Documents.

     

    “Loan
Request” shall have the meaning provided for in Section 2.4
[Term Loan Request].

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Maintenance
Capital Expenses” shall mean all expenses incurred by any Borrower
Affiliate Party (including for labor) for regularly scheduled (or reasonably
anticipated) major maintenance of the Project (including, without limitation,
teardowns, overhauls, capital improvements and replacements of major components
of either Plant) in accordance with Good Industry Practices and vendor and
supplier recommendations.

     

    “Material
Additional Project Document” shall mean any Additional Project Document
if (i) the aggregate cost or value of goods and services to be acquired by
any Borrower Affiliate Party pursuant thereto could reasonably be expected to
exceed Two Million Dollars ($2,000,000) or the equivalent in any calendar year,
(ii) the aggregate amount of termination fees, liquidated damages or aggregate
liability which could be incurred by any Borrower Affiliate Party in respect of
such Additional Project Document in any single calendar year could reasonably be
expected to exceed Two Million Dollars ($2,000,000) or the equivalent,
(iii) such Additional Project Document provides for the sale of any
service, output or other product by any Borrower Affiliate Party, other than a
Buffalo Lake Permitted Long-Term Sales Agreement (as defined in the Senior
Credit Agreement) or a Pioneer Trail Permitted Long-Term Sales Agreement (as
defined in the Senior Credit Agreement), (iv) such Additional Project Document
provides for the purchase of gas by any Borrower Affiliate Party other than
pursuant to and in accordance with the Risk Management Policy (as defined in the
Senior Credit Agreement), or as otherwise permitted under clauses (i) or (ii)
above, or (v) such Additional Project Document provides for the purchase of
denaturants by any Borrower Affiliate Party other than a Buffalo Lake Permitted
Denaturant Agreement (as defined in the Senior Credit Agreement), a Pioneer
Trail Permitted Denaturant Agreement (as defined in the Senior Credit
Agreement), or as otherwise permitted under clauses (i) or (ii)
above.

     

    “Material Adverse
Change” or “Material Adverse
Effect” shall mean any set of circumstances or events which (a) has or
could reasonably be expected to have any material adverse effect upon the
validity or enforceability of this Agreement or any other Loan Document,
(b) is or could reasonably be expected to be material and adverse to the
business, properties, Projects, assets, condition (financial or otherwise) or
results of operations of the Borrower Affiliate Parties taken as a whole, (c)
impairs or could reasonably be expected to impair the ability of any of the
Borrower Affiliate Parties to duly and punctually pay or perform its
Indebtedness, or (d) impairs materially or could reasonably be expected to
impair materially the ability of the Administrative Agent or any of the Lenders,
to the extent permitted, to enforce their legal remedies pursuant to this
Agreement or any other Loan Document.

     

    “Maturity
Date” shall mean March 24, 2011.

     

    “Maximum
Rate” shall have the meaning provided for in Section 3.3
[Interest Rate Limitation].

     

    “Mezzanine
Lenders” shall mean the parties who are lenders under the Mezzanine Loan
Agreement.

     

    “Mezzanine Loan
Agreement” shall mean the Loan Agreement, dated as of September 25, 2006,
by and among BioFuel Energy, LLC, the Mezzanine Lenders, Greenlight APE, L.L.C.
in such capacity as the administrative agent, as the same may be amended or
supplemented from time to time.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Mezzanine Loan
Documents” shall mean the documents described in the Mezzanine Loan
Agreement.

     

    “Multiemployer
Plan” shall mean any multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

     

    “Necessary
Governmental Approvals” shall have the meaning provided for in Section 5.1.24
[Governmental Approvals].

     

    “Notes” or
“Term
Notes” shall mean collectively and Note or Term Note shall mean
separately all the Notes or Term Notes as the case may be of the Borrower in the
form of Exhibit 1.1(R)
evidencing the Term Loan, together with all amendments, extensions, renewals,
replacements, refinancings or refundings thereof in whole or in
part.

     

    “Notices”
or “Notice”
shall have the meanings provided for in Section 10.5
[Notices].

     

    “NRC” shall
mean Nebraska Resources Company, LLC, a limited liability company organized and
existing under the laws of Oklahoma and a subsidiary of Seminole.

     

    “Obligation”
shall mean any obligation or liability of any Borrower Affiliate Party to the
Administrative Agent or any of the Lenders, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, under or in connection with this Agreement,
the Notes or any other Loan Document. Obligations arising solely in connection
with Permitted Senior Debt are not “Obligations” hereunder.

     

    “Official
Body” shall mean any national, federal, state, local or other government
or political subdivision or any agency, authority, board, bureau, central bank,
commission, department or instrumentality thereof or any court, tribunal, grand
jury or arbitrator, in each case whether foreign or domestic.

     

    “Operating
Year” shall mean each year (or portion thereof) occurring after the first
Commercial Operation Date shall have occurred and thereafter each calendar
year.

     

    “Operation and
Maintenance Expenses” shall mean (with respect to each Plant that has
achieved its Commercial Operation Date), for any period on or after the
Commercial Operation Date for each such Plant, collectively, without
duplication, all reasonable (i) expenses of administering and operating the
Project and of maintaining it in accordance with Good Industry Practices
(including expenses which may be capitalized) incurred by any Borrower Affiliate
Party, (ii) grain and fuel procurement and transportation costs payable by
any Borrower Affiliate Party, (iii) direct operating and maintenance costs of
the Plants payable by any Borrower Affiliate Party, (iv) insurance premiums
payable by any Borrower Affiliate Party, (v) property, sales, value-added and
excise taxes payable by any Borrower Affiliate Party (other than taxes imposed
on or measured by income or receipts), (vi) costs and fees incurred by any
Borrower Affiliate Party in connection with obtaining and maintaining in effect
the Governmental Approvals required in connection with the Project, (vii) legal,
accounting and other professional fees incurred in the ordinary course of
business in connection with the Project payable by any Borrower Affiliate Party
and (viii) payments payable by any Borrower Affiliate Party under and pursuant
to any Management Services Agreements (as defined in the Senior Credit
Agreement); provided, that
“Operation and Maintenance Expenses” shall not include (a) Project costs or (b)
payments due under the Permitted Senior Debt.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Operator”
shall mean an operator of the Plants (i) during any time when the Indebtedness
evidenced by the Senior Loan Documents is outstanding, acceptable to the Senior
Lenders and (ii) thereafter, acceptable to the Administrative Agent and the
Required Lenders.

     

    “Patriot
Act” shall mean United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) of 2001, and the rules and regulations
promulgated thereunder.

     

    “Penalty Rate”
shall mean a rate per annum of 14.5%.

     

    “Performance
Bond” shall have the meaning set forth in the Senior Credit
Agreement.

     

    “Permitted
Holder” means (i) the Administrative Agent or any Affiliate of the
Administrative Agent, (ii) the Lenders or any Affiliate of any of the Lenders or
(iii) any Affiliate of Third Point Advisors, L.L.C. or pooled investment vehicle
managed by Third Point Advisors, L.L.C.

     

    “Permitted
Investments” shall mean:

     

    (i)           direct
obligations of the United States of America or any agency or instrumentality
thereof or obligations backed by the full faith and credit of the United States
of America maturing in twelve (12) months or less from the date of
acquisition;

     

    (ii)          commercial
paper maturing in 180 days or less rated not lower than A-1, by Standard &
Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of
acquisition;

     

    (iii)         demand
deposits, time deposits or certificates of deposit maturing within one year in
commercial banks whose obligations are rated A-1, A or the equivalent or better
by Standard & Poor’s on the date of acquisition;

     

    (iv)        
money market funds rated at least “AA” by Standard & Poors or “Aa” by
Moody’s Investor Services, Inc.;

     

    (v)         
Investments consisting of promissory notes or other non-cash consideration
received as proceeds of asset dispositions permitted by Section 7.2.11
[Dispositions of Assets or Subsidiaries];

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (vi)        Investments
by the Borrower Affiliate Parties not otherwise permitted hereunder, provided that the aggregate
amount of all such outstanding Investments does not to exceed $300,000 at any
time; and

     

    (vii)       Investments
consisting of equity interests in, and capital contributions to, Subsidiaries of
the Borrower.

     

    “Permitted
Liens” shall mean:

     

    (i)           Liens
for taxes, assessments, or similar charges to the extent not required to be paid
under Section
7.1.2 [Payment of Liabilities, Including Taxes, Etc.];

     

    (ii)          Pledges
or deposits made in the ordinary course of business to secure payment of
worker’s compensation, or to participate in any fund in connection with worker’s
compensation, unemployment insurance, old-age pensions or other social security
programs; and

     

    (iii)         Liens
arising out of a judgment or award that (i) does not constitute an Event of
Default under Section
8.1.6 and (ii) is subject to a good faith contest by the Borrower
Affiliate Parties.

     

    “Permitted
Mezzanine Debt” shall mean the secured mezzanine debt provided to BioFuel
Energy, LLC by the Mezzanine Lenders, pursuant to the Mezzanine Loan Agreement
dated September 25, 2006.

     

    “Permitted Senior
Debt” shall mean the secured senior debt provided to BFE Operating,
Buffalo Lake and Pioneer Trail by the Senior Lenders, pursuant to the Senior
Credit Agreement.

     

    “Person”
shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, joint
venture, government or political subdivision or agency thereof, or any other
entity.

     

    “Pioneer
Trail” shall mean Pioneer Trail Energy, LLC, a Delaware limited liability
company.

     

    “Pioneer Trail
Commercial Operation Date” shall mean the date of the first crush of corn
at the Pioneer Trail Plant.

     

    “Pioneer Trail
Project Documents” shall mean the following contracts as defined in the
Senior Credit Agreement: (i) the Pioneer Trail Access Agreement, the Pioneer
Trail EPC Contract, the Pioneer Trail O&M Agreement (when executed and
delivered), the Pioneer Trail Corn Supply Agreement, the Pioneer Trail Corn
Future Advisory Agreement, the Pioneer Trail Risk Management Agreement, the
Pioneer Trail Distillers Grains Marketing Agreement, the Pioneer Trail Ethanol
Marketing Agreement, the Pioneer Trail Master Agreement, the Pioneer Trail Gas
Supply Agreement(s), the Pioneer Trail Gas Transportation Services Agreement,
the Pioneer Trail NAESB Agreement, the Pioneer Trail Gas Supply Representation
and Management Agreement, the Pioneer Trail Gas Pipeline Construction and
Management Agreement, the Pioneer Trail Grain Facility Lease, the Pioneer Trail
Land Purchase Agreements, the Pioneer Trail Delta-T License Agreement, the
Pioneer Trail Limited Liability Company Agreement, the Pioneer Trail Management
Services Agreement (when executed and delivered), the Pioneer Trail Rail Car
Exchange Agreement, the Pioneer Trail Railroad Car Lease Agreement, TIC
Indemnity Confirmation (Pioneer Trail), the Pioneer Trail Payment and
Performance Bond, the Pioneer Trail Escrow Agreement, Pioneer Trail
Redevelopment Contract, Pioneer Trail Water Rights Deed, UP Consent (Pioneer
Trail), UP Consent (Pioneer Trail), UP Industry Track Contract (Pioneer Trail),
UP Ground Leases, Pioneer Trail Redevelopment Contract and, at all times after
the execution and delivery thereof, each Material Additional Project Document;
(ii) a Consent Agreement (as defined in the Senior Credit Agreement) relating to
each of the following Project Documents: the Pioneer Trail Access Agreement,
Pioneer Trail Corn Supply Start-up Agreement, the Pioneer Trail EPC Contract,
the Pioneer Trail O&M Agreement, the Pioneer Trail Corn Supply Agreement,
the Pioneer Trail Corn Future Advisory Agreement, the Pioneer Trail Risk
Management Agreement, the Pioneer Trail Distillers Grains Marketing Agreement,
the Pioneer Trail Ethanol Marketing Agreement, the Pioneer Trail Master
Agreement, the Pioneer Trail Gas Supply Agreement, the Pioneer Trail Gas Supply
Representation and Management Agreement, the Pioneer Trail Gas Transportation
Services Agreement, the Pioneer Trail NAESB Agreement, the Pioneer Trail Gas
Pipeline Construction and Management Agreement, the Pioneer Trail Grain Facility
Lease, the Pioneer Trail Delta-T License Agreement, the Pioneer Trail Railroad
Land Lease Agreement, the Pioneer Trail Rail Car Exchange Agreement, the Pioneer
Trail Rail Car Lease Agreement and the Pioneer Trail Management Services
Agreement and (iii) at all times after the execution and delivery of any
Material Additional Project Document, a Consent Agreement with respect
thereto.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Pioneer Trail
Grain Facility Lease” shall have the meaning set forth in the Senior
Credit Agreement.

     

    “Pioneer Trail
Land” shall mean the site upon which the Pioneer Trail Plant is
installed, together with any fixtures and civil works constructed thereon and
any other easements, licenses and other real property rights and interests
required for the operation of such Plant, including the land referred to in the
Pioneer Trail Grain Facility Lease.

     

    “Pioneer Trail
Plant” shall mean the fuel grade, denatured ethanol production facility
located near Wood River, Nebraska, with a nameplate capacity of 115 million
gallons-per-year, including the Pioneer Trail Land on which such facility is
located, and all buildings, structures, improvements, easements and other
property related thereto (including all associated electrical, gas, steam, and
water interconnection, storage and treatment facilities, to the extent owned by
any Borrower Affiliate Party).

     

    “Plan”
shall mean any pension plan as defined in Section 3(2) of ERISA other than a
Multiemployer Plan.

     

    “Plants”
shall mean, collectively, the Buffalo Lake Plant and the Pioneer Trail
Plant.

     

    “Pledge
Agreement” shall mean the Pledge Agreement in the form of Exhibit 1.1(P),
dated as of the Closing Date executed and delivered by Borrower in respect of
all of its owned LLC Interests in BFE Energy.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Potential
Default” shall mean any event or condition which with notice, passage of
time or a determination by the Administrative Agent or the Required Lenders, or
any combination of the foregoing, would constitute an Event of
Default.

     

    “Principal
Office” shall mean the main office of the Administrative Agent in New
York, New York.

     

    “Prior Security
Interest” shall mean a valid and enforceable perfected first-priority
security interest under the Uniform Commercial Code in the
Collateral.

     

    “Project”
shall mean, collectively, the Plants, the Land, and all easements, leasehold
interests, licenses, permits, contract rights and other real and personal
property interests now owned or hereafter acquired by any Borrower Subsidiary or
in which any Borrower Subsidiary has any rights.

     

    “Project
Documents” shall mean, collectively, Buffalo Lake Project Documents and
the Pioneer Trail Project Documents.

     

    “Project
Participants” shall mean the Borrower, each of Cargill, Center Point
Energy, Cornerstone, NRC, the EPC Contractor (only until the expiration or final
settlement of liquidated damages and warranty claims under each EPC Contract and
Payment and Performance Bond), Delta-T (only until the expiration or final
settlement of liquidated damages and warranty claims under each EPC Contract and
Performance Bond), the Operator, Trinity Industries Leasing Company, each
manager under the Management Services Agreement (as defined in the Senior Credit
Agreement), each gas supplier under the relevant Gas Supply Agreement (as
defined in the Senior Credit Agreement), each gas pipeline construction and
management counterparty under each Gas Pipeline
Construction and Management Agreement (as defined in the Senior Credit
Agreement), each gas transportation counterparty under each Gas Transportation
Services Agreement and, each party (other than any Senior Credit Agreement
Borrower) to a Material Additional Project Document, and each Replacement
Project Participant.

     

    “Property”
shall mean all real property owned or leased by any Borrower Affiliate Party or
Subsidiary of any Borrower Affiliate Party; which is described on Schedule 5.1.14.

     

    “Railroad”
shall mean Union Pacific Railroad Company.

     

    “Ratable
Share” shall mean the proportion that a Lender’s Commitment bears to the
Commitments of all of the Lenders.

     

    “Registration
Statement” shall mean the Registration Statement of the Borrower filed
with the SEC on Form S-3 or other appropriate form pursuant to the
Securities Act of 1933, as amended, which covers the rights to purchase the
Series A Convertible Preferred Stock, the Series A Convertible Preferred Stock,
and, if a depositary structure is utilized, the related depositary shares,
pursuant to the applicable provisions of this Agreement and any other Loan
Document, and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the prospectus
contained therein, all exhibits thereto and all materials incorporated by
reference therein.

     

    
      
        
        

      

      
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    “Regulations”
shall have the meaning provided for in Section 10.16 [Tax
Withholding Clause].

     

    “Release”
shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the
environment (including the abandonment or discarding of barrels, containers, and
other closed receptacles containing any Hazardous Material, but excluding (i)
emissions from the engine exhaust of a motor vehicle and (ii) the normal
application of fertilizer).

     

    “Replacement
Project Participant” shall mean, with respect to any Project Participant
(other than any Borrower Affiliate Party), any Person satisfactory to the
Required Lenders and having credit, or acceptable credit support, equal to or
greater than that of the replaced Project Participant on the date that the
applicable Project Document was entered into who, pursuant to a definitive
agreement reasonably satisfactory to the Required Lenders, assumes the
obligations of the replaced Project Participant on terms and conditions no less
favorable to the relevant Borrower Affiliate Party than those applicable to the
replaced Project Participant pursuant to the applicable Project
Document.

     

    “Required
Lenders” shall mean (i) if there are more than two (2) Lenders, any
Lender or group of Lenders if the pro rata portion of the Loan allocated to the
Lender or group of Lenders aggregates at least 67% of the total principal amount
of the Loan or (ii) if there are two (2) or fewer Lenders, all such
Lenders.  For purposes of this definition only, all Lenders that are
Affiliates shall constitute one Lender.

     

    “Rights
Offering” shall mean a public offering of securities of BioFuel Energy
Corp. pursuant to an effective Registration Statement filed and declared
effective pursuant to the applicable rules and regulations promulgated under the
Securities Act of 1933, as amended, whose terms are more fully described in the
Rights Offering Letter Agreement.

     

    “Rights Offering
Letter Agreement” shall mean the letter agreement by and between the
Lenders and the Borrower, dated as of the Closing Date, in respect of the Rights
Offering, a copy of which is attached hereto as Exhibit
1.1(A).

     

    “SEC” shall
mean the United States Securities and Exchange Commission.

     

    “Seminole”
shall mean Seminole Energy Services, LLC, a limited liability company organized
and existing under the laws of Oklahoma.

     

    “Senior Credit
Agreement” shall have the meaning ascribed to such term in the Recitals
to this Agreement.

     

    “Senior Credit
Agreement Borrowers” shall have the meaning ascribed to such term in the
Recitals to this Agreement.

     

    “Senior
Lenders” shall mean the parties who are lenders under the Senior Credit
Agreement.

     

    
      
        
        

      

      
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    “Senior Loan
Documents” shall mean the documents described in the Senior Credit
Agreement as “Financing Documents”.

     

    “Series A
Convertible Preferred Stock” shall mean the convertible preferred stock
of the Borrower to be issued pursuant to the Rights Offering, or, if a
depositary structure is utilized, to be deposited with the depositary and
represented by depositary shares to be issued pursuant to the Rights Offering,
which is more fully described in the Rights Offering Letter
Agreement.

     

    “Subsidiary”
of any Person at any time shall mean (i) any corporation or trust of which 50%
or more (by number of shares or number of votes) of the outstanding capital
stock or shares of beneficial interest normally entitled to vote for the
election of one or more directors or trustees (regardless of any contingency
which does or may suspend or dilute the voting rights) is at such time owned
directly or indirectly by such Person or one or more of such Person’s
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person’s Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the LLC Interests is at the time directly or indirectly owned by
such Person or one or more of such Person’s Subsidiaries or (iv) any
corporation, trust, partnership, limited liability company or other entity which
is controlled by such Person or one or more of such Person’s
Subsidiaries.

     

    “Taking”
shall mean any circumstance or event, or series of circumstances or events
(including an Expropriation Event), in consequence of which the Project or any
portion thereof shall be condemned, nationalized, seized, compulsorily acquired
or otherwise expropriated by any Official Body under power of eminent domain or
otherwise.

     

    “TIF
Indebtedness” shall have the meaning provided for in Section 7.2.1(c)
[Subsidiary Indebtedness].

     

    “Uniform
Commercial Code” shall have the meaning provided for in Section 5.1.13
[Security Interests].

     

    “Voting
Stock” shall mean with respect to any Person, shall mean Capital Stock
the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or persons performing similar functions)
of such Person, even if the right so to vote has been suspended by the happening
of a contingency.

     

    “Warrant”
shall mean a derivative security that upon issuance to the Administrative Agent,
for the benefit of the Lenders, following the failure of the Borrower to satisfy
its obligation to repay the Loan in accordance with Section 4.3.2, shall
result in the Lenders being extended the right to purchase Common Stock, that on
an as-converted basis will be equal to 15% of the Borrower’s Common Stock on a
Fully-Diluted basis as of the date the Warrant is issued.

     

    “Warrant
Agreement” shall mean the form of Warrant Agreement attached hereto as
Exhibit 1.1(S).

     

    
      
        
        

      

      
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    “Work”
shall have the meaning provided in any EPC Contract.

     

    “Working Capital
Loan” shall have the meaning set forth in the Senior Credit
Agreement.

     

    1.2         Construction.  Unless the
context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan
Documents:

     

    1.2.1      Number; Inclusion.  References to the
plural include the singular, the plural, the part and the whole; “or” has the
inclusive meaning represented by the phrase “and/or,” and “including” has the
meaning represented by the phrase “including without limitation”;

     

    1.2.2     Determination.  References to
“determination” of or by the Administrative Agent or the Lenders shall mean
good-faith estimates by the Administrative Agent or the Lenders (in the case of
quantitative determinations) and good-faith beliefs by the Administrative Agent
or the Lenders (in the case of qualitative determinations) and such
determination shall be conclusive absent manifest error;

     

    1.2.3     Administrative Agent’s Discretion and
Consent.  Whenever the
Administrative Agent or the Lenders are granted the right herein to act in its
or their sole discretion or to grant or withhold consent such right shall be
exercised in good faith;

     

    1.2.4     Documents Taken as a
Whole.  The words
“hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or
any other Loan Document refer to this Agreement or such other Loan Document as a
whole and not to any particular provision of this Agreement or such other Loan
Document;

     

    1.2.5     Headings.  The section and
other headings contained in this Agreement or such other Loan Document and the
Table of Contents, preceding this Agreement or such other Loan Document are for
reference purposes only and shall not control or affect the construction of this
Agreement or such other Loan Document or the interpretation thereof in any
respect;

     

    1.2.6     Implied References to this
Agreement.  Article, section,
subsection, clause, schedule and exhibit references are to this Agreement or
other Loan Document, as the case may be, unless otherwise
specified;

     

    1.2.7     Persons.  Reference to any
Person includes such Person’s successors and assigns but, if applicable, only if
such successors and assigns are permitted by this Agreement or such other Loan
Document, as the case may be, and reference to a Person in a particular capacity
excludes such Person in any other capacity;

     

    1.2.8     Modifications to
Documents.  Reference to any
agreement (including this Agreement and any other Loan Document together with
the schedules and exhibits hereto or thereto), document or instrument means such
agreement, document or instrument as amended, modified, replaced, substituted
for, superseded or restated;

     

    
      
        
        

      

      
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    1.2.9     From, To and Through.  Relative to the
determination of any period of time, “from” means “from and including,” “to”
means “to but excluding,” and “through” means “through and including”;
and

     

    1.2.10   Shall; Will.  References to
“shall” and “will” are intended to have the same meaning.

     

    1.3         Accounting
Principles.  Except as
otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered
pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all
accounting terms used in Section 7.2
[Negative Covenants] (and all defined terms used in the definition of any
accounting term used in Section 7.2
[Negative Covenants]) shall have the meaning given to such terms (and defined
terms) under GAAP as in effect on the date hereof applied on a basis consistent
with those used in preparing the financial statements except that interim
financial statements will not have footnote disclosures.

     

    1.4         Concerning
Corporate Terms.  When terms such
as “stock,” “shares,” “shareholders,” “corporate,” “company” and similar terms
generally associated with corporations are used herein or in the Loan Documents,
they shall be deemed as well to refer to limited liability member interests,
owners of those interests and a limited liability company or similar entity, as
the context may require, and references to corporate governance documents and
procedures shall have their appropriate and correlative meanings with respect to
limited liability companies, as the context may require, and vice
versa.

     

    2.  TERM
FACILITY

     

    2.1         Term Loan
Commitment.  Subject to the
terms and conditions hereof, and relying upon the representations and warranties
herein set forth, each Lender severally but not jointly agrees to make the Term
Loan to the Borrower on the Closing Date, provided that after giving
effect to the Term Loan the amount of the Term Loan of such Lender shall not
exceed such Lender’s Commitment.  Notwithstanding anything in this
Agreement to the contrary, amounts borrowed hereunder and repaid may not be
re-borrowed.

     

    2.2         Nature of
Lenders’ Obligations with Respect to the Term Loan.  Each Lender
hereby agrees to participate in the initial and sole request for the Term Loan
pursuant to Section 2.4
[Term Loan Request] in accordance with its Ratable Share.  The
obligations of each Lender hereunder are several.  The failure of any
Lender to perform its obligations hereunder shall not affect the Obligations of
the Borrower to any other party nor shall any other party be liable for the
failure of such non-performing Lender to perform its obligations
hereunder.

     

    2.3         Bridge
Loan Funding Fee.  The Borrower
hereby agrees to pay to the Administrative Agent on the date hereof for the
ratable account of each Lender, as consideration for such Lender’s Commitment
hereunder, the Bridge Loan Funding Fee, which fee will be deducted from the
principal amount of the Term Loan funded to the Borrower on the Closing Date and
distributed ratably to the Lenders by the Administrative Agent.

     

    
      
        
        

      

      
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    2.4         Term Loan
Request.  Except as
otherwise provided herein and subject to the limitations of Section 2.5 [Making
the Term Loan] hereof, the Borrower may on the Closing Date request the Lenders
to make the Term Loan in an amount equal to the aggregate amount of all
Commitments of the Lenders, by delivering to the Administrative Agent on the
Closing Date, a request therefor substantially in the form of Exhibit 2.4 or a
request by telephone immediately confirmed in writing by letter or facsimile in
such form (the “Loan
Request”), it being understood that the Administrative Agent may rely on
the authority of any individual making such a telephonic request without the
necessity of receipt of such written confirmation.  The Loan Request
shall be irrevocable and shall specify (i) the proposed Borrowing Date; and
(ii) the aggregate dollar amount of the proposed advance comprising the
borrowing, which shall not exceed the aggregate amount of all Commitments of the
Lenders.

     

    2.5         Making
the Term Loan.  The
Administrative Agent shall, promptly after receipt by it of a Loan Request
pursuant to Section 2.4
[Term Loan Request], notify the Lenders of its receipt of such Loan Request
specifying:  (i) the proposed Borrowing Date and the time and
method of disbursement of the Term Loan requested thereby; (ii) the amount
of the Term Loan; and (iii) the apportionment among the Lenders of the Term
Loan as determined by the Administrative Agent in accordance with Section 2.2
[Nature of Lenders’ Obligations With Respect to the Term Loan].  Each
Lender shall remit the principal amount of the Term Loan to the Administrative
Agent such that the Administrative Agent is able to, and the Administrative
Agent shall, to the extent the Lenders have made funds available to it for such
purpose, fund the Term Loan to the Borrower in U.S. Dollars and immediately
available funds prior to 12:00 p.m., New York City time, on the Borrowing
Date.

     

    2.6         Notes.  The obligation of
the Borrower to repay the aggregate unpaid principal amount of the Term Loan
made to it by each Lender, together with interest thereon, shall be evidenced by
a Term Note dated the Closing Date payable to the order of such Lender in a face
amount equal to the Commitment of such Lender.

     

    3.  INTEREST
RATES

     

    3.1         Interest
Rate.  Borrower agrees
to pay interest in respect of the outstanding Obligations hereunder, in arrears
on the Maturity Date, and at any time thereafter on demand by the Administrative
Agent or any Lender, at a rate per annum equal to the Interest
Rate.  The interest due on the principal balance of the Loan
outstanding shall be computed based on the actual number of days elapsed from
the Borrowing Date and shall compound quarterly, on the basis of a year
consisting of three hundred sixty (360) days and shall be calculated by
determining the average daily principal balance outstanding for each day in
question.  The daily rate shall be equal to 1/360th times the Interest
Rate.

     

    3.2         Interest
After Default.  To the extent
permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, unless the Required
Lenders otherwise consent, the interest rate applicable to the Loan shall be the
Penalty Rate.

     

    3.2.1     Acknowledgment.  The Borrower
acknowledges that the increase in rates referred to in this Section 3.2
reflects, among other things, the fact that the Loan or other amounts have
become a substantially greater risk given their default status and that the
Lenders are entitled to additional compensation for such risk, and all such
interest shall be payable by the Borrower upon demand by the Administrative
Agent.

     

    
      
        
        

      

      
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    3.3         Interest
Rate Limitation.  Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loan or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

     

    4.  PAYMENTS

     

    4.1         Payments.  All payments and
prepayments to be made in respect of principal, interest, the Bridge Loan
Funding Fee or other fees or amounts due from the Borrower hereunder shall be
payable prior to 11:00 a.m., New York City time, on the date when due without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower, and without set-off, counterclaim or other
deduction of any nature, and an action therefor shall immediately
accrue.  Such payments shall be made to the Administrative Agent at
the Principal Office for the ratable accounts of the Lenders with respect to the
Loan in U.S. Dollars and in immediately available funds, and the Administrative
Agent shall promptly distribute such amounts to the Lenders in immediately
available funds.  The Administrative Agent’s and each Lender’s
statement of account, ledger or other relevant record shall, in the absence of
manifest error, be conclusive as the statement of the amount of principal of and
interest on the Loan and other amounts owing under this Agreement.

     

    4.2         Pro Rata
Treatment of Lenders.  The sole and
initial borrowing shall be allocated to each Lender according to its Ratable
Share, and each payment or prepayment by the Borrower with respect to principal,
interest, the Bridge Loan Funding Fee or other fees or amounts due from the
Borrower hereunder to the Lenders with respect to the Loan, shall except as in
the case of an event specified in Section 4.6
[Additional Compensation in Certain Circumstances]) be made in proportion to the
pro rata interest of each Lender in the Loan.

     

    4.3         Payment
Dates.

     

    4.3.1     Interest Payment Dates.  Interest on the
Loan shall be due and payable in arrears on the Maturity Date and upon
acceleration of the Notes or Obligations.  Interest on mandatory
prepayments of principal under Section 4.5
[Mandatory Prepayments] shall be due on the date such mandatory prepayment is
due.

     

    
      
        
        

      

      
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    4.3.2     
Principal Payment Dates;
Warrants.  The entire
principal balance of the Loan plus all accrued and unpaid interest, and all
unpaid fees and costs, if any, shall be due and payable on the Maturity
Date.  In the event the entire principal balance of the Loan plus all
accrued and unpaid interest, and all fees and costs, if any, is not paid in full
by the Maturity Date, the Borrower shall cause the Warrant to be issued to the
Administrative Agent for the benefit of the Lenders; provided that, in the
event the failure of the Borrower to satisfy its obligations pursuant to this
Section 4.3.2 is
related to the Registration Statement proceeding through the review and comment
period with the SEC in due course, then the Warrant shall not be required to be
issued for so long as (as determined by the Required Lenders in their sole but
reasonable discretion) the Borrower (i) is pursuing having the SEC declare the
Registration Statement effective as soon as reasonably practicable following the
date initially filed and (ii) is in compliance in all material respects with the
terms and conditions contained in the Rights Offering Letter Agreement, such
failure shall be excused for a reasonable period of time, such determination to
be made by the Required Lenders in their sole but reasonable
discretion.

     

    4.4         Voluntary
Prepayments.

     

    4.4.1     
Right to Prepay.  The Borrower
shall have the right at its option at any time and from time to time to prepay
the Loan in whole or in part without premium or penalty except as provided in
Section 4.6
[Additional Compensation in Certain Circumstances].  Whenever the
Borrower desires to prepay any part of the Loan, it shall provide a prepayment
notice to the Administrative Agent by 11:00 a.m. New York City time on the date
of prepayment of the Loan setting forth the following information:

     

    (a)           the
date, which shall be a Business Day, on which the proposed prepayment is to be
made; and

     

    (b)           the
total principal amount of such prepayment, which shall not be less than
$1,000,000, unless the total principal amount outstanding is less than
$1,000,000.

     

    All
prepayment notices shall be irrevocable.  The principal amount of the
Loan for which a prepayment notice is given, together with interest on such
principal amount, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be
made.  Any prepayment hereunder shall be subject to the Borrower’s
obligations to indemnify the Lenders under Section 4.6.2 [Losses
Caused by Borrower Affiliate Parties].

     

    4.5         Mandatory
Prepayments.  The Borrower
shall make mandatory prepayments without premium or penalty of the Loan as
follows:

     

    4.5.1     
Sale of Assets.  Except to the
extent otherwise provided in this Agreement, within five (5) Business Days of
any sale of assets authorized by Section 7.2.11
[Disposition of Assets or Subsidiaries], which is (a) in excess of $1,000,000 in
any one transaction or $2,000,000 in any fiscal year, or (b) made when there
exists an Event of Default or Potential Default, the Borrower shall make a
mandatory prepayment of principal on the Loan in an amount equal to the
after-tax proceeds of such sale (as estimated in good faith by the Borrower);
provided that,
no payment shall be required to be made under this Section 4.5.1 at
any time when principal amounts are outstanding under the Senior Credit
Agreement or the Mezzanine Loan Agreement, unless such payment could be made in
accordance with the provisions of the Account Agreement (as defined in the
Senior Credit Agreement) or the Mezzanine Loan Agreement, as
applicable.

     

    
      
        
        

      

      
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    4.5.2     Rights Offering.  Except to the
extent otherwise provided in this Agreement or any other Loan Document, within
one (1) Business Day of the closing of the Rights Offering, the Borrower shall
apply the net proceeds (as estimated in good faith by the Borrower) raised from
the Rights Offering in satisfaction of certain obligations in the following
order: (i) first, to satisfy all Obligations outstanding under the Loan
Documents, including the repayment in full of the Loan, together with all
accrued but unpaid interest, fees and expenses outstanding as of such date; (ii)
second, to contribute in the form of one or more equity contributions proceeds
from the Rights Offering to BFE Energy that are sufficient to allow BFE Energy
to satisfy the obligations existing under the Mezzanine Loan Documents and shall
cause BFE Energy to use such funds to satisfy the obligations existing under the
Mezzanine Loan Documents and (iii) last, make the Cargill Payment in accordance
with the terms of the Cargill Acknowledgement Letter.

     

    4.5.3     Consummation of a Substitute
Transaction.     If
the Borrower elects to pursue a Substitute Transaction (as defined in the Rights
Offering Letter Agreement) in accordance with the terms of the Rights Offering
Letter Agreement, the Borrower shall, on or before the earlier of (i) February
1, 2011 and (ii) the closing of the Substitute Transaction: (a) pay all
Obligations outstanding under the Loan Documents, including the repayment in
full of the Loan, together with all accrued but unpaid interest, fees and
expenses outstanding as of such date, (b) second, (I) contribute in the form of
one or more equity contributions proceeds from the Rights Offering to BFE Energy
that are sufficient to allow BFE Energy to satisfy the obligations existing
under the Mezzanine Loan Documents and (II) cause BFE Energy to use such funds
to satisfy the obligations existing under the Mezzanine Loan Documents and (c)
make the Cargill Payment in accordance with the terms of the Cargill
Acknowledgement Letter.

     

    4.6         Additional
Compensation in Certain Circumstances    Increased
Costs or Reduced Return Resulting from Taxes, Expenses,
Etc.  If any Law, guideline or interpretation or any change in
any Law, guideline or interpretation or application thereof by any Official Body
charged with the interpretation or administration thereof or compliance with any
request or directive (whether or not having the force of Law) of any Official
Body:

     

     
(a)           subjects
any Lender to any tax or changes the basis of taxation with respect to this
Agreement, the Notes, the Loan or payments by the Borrower of principal,
interest, the Bridge Loan Funding Fee, or other amounts due from the Borrower
hereunder or under the Notes (except for taxes on the overall net income of such
Lender), or

     

     
(b)           imposes,
modifies or deems applicable any reserve, special deposit or similar requirement
against credits or commitments to extend credit extended by, or assets (funded
or contingent) of, deposits with or for the account of, or other acquisitions of
funds by, any Lender; and

     

    
      
        
        

      

      
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(c)          the result
of (a) or (b) is to increase the cost to, reduce the income receivable by, or
impose any expense upon any Lender with respect to this Agreement, the Notes or
the making, maintenance or funding of any part of the Loan by an amount which
such Lender in its sole discretion deems to be material, such Lender shall from
time to time notify the Borrower and the Administrative Agent of the amount
determined in good faith (using any averaging and attribution methods employed
in good faith) by such Lender to be necessary to compensate such Lender for such
increase in cost, reduction of income, additional expense or reduced rate of
return.  Such notice shall set forth in reasonable detail the basis
for such determination.  Such amount shall be due and payable by the
Borrower to such Lender ten (10) Business Days after such notice is
given.

     

    4.6.2       Losses Caused by Borrower.  In addition to
the compensation required by Section 4.6.1
[Increased Costs or Reduced Return Resulting from Taxes, Expenses, Etc.], the
Borrower shall reimburse each Lender against all liabilities, losses or expenses
(including loss of margin, any loss or expense incurred in liquidating or
employing deposits from third parties) which such Lender sustains or incurs as a
consequence of any of the following:

     

    (a)          attempt
by the Borrower to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part the Loan Request under Section 2.4 [Term
Loan Request] or notice relating to prepayments under Section 4.4
[Voluntary Prepayments], or

     

    (b)          default
by the Borrower in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document, including any failure of
the Borrower to pay when due (by acceleration or otherwise) any principal,
interest, portion of the Bridge Loan Funding Fee or any other amount due
hereunder (without duplication of any payments required, under Section 4.7
[Indemnification by Borrower] or Section 10.3
[Reimbursement and Indemnification of Lenders by the Borrower; Taxes] in
connection with any such default).

     

    If any
Lender sustains or incurs any such loss or expense, it shall from time to time
notify the Borrower of the amount determined in good faith by such Lender (which
determination may include such assumptions, allocations of costs and expenses
and averaging or attribution methods as such Lender shall deem reasonable) to be
necessary to indemnify such Lender for such loss or expense.  Such
notice shall set forth in reasonable detail the basis for such
determination.  Such amount shall be due and payable by the Borrower
to such Lender ten (10) Business Days after such notice is given.  For
purposes of clarity, notwithstanding any provision of this Section 4.6.2 to the
contrary, no reimbursement shall be required to be made for loss or margin that
is attributable to a prepayment made in accordance with Section 4.4
[Voluntary Prepayments].

     

    4.6.3      Mitigation Obligation.  If any Lender
requests compensation under Section 4.6.1 [Increased Costs or
Reduced Return Resulting from Taxes, Expenses, Etc.] or the Borrower is required
to pay any additional amount to any Lender for the account of any Lender
pursuant to Section 4.6.2
[Losses Caused by Borrower Affiliate Parties], then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Term Loan hereunder or to assist its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 4.6.1
[Increased Costs or Reduced Return Resulting from Taxes, Expenses, Etc.] or
4.6.2 [Losses
Caused by Borrower Affiliate Parties] as the case may be, and (ii) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

     

    
      
        
        

      

      
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    4.7           INDEMNIFICATION
BY BORROWER.  IN CONSIDERATION
OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND
THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, THE
BORROWER HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE
AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES
AND AGENTS OF THE ADMINISTRATIVE AGENT (EACH AN “INDEMNIFIED
PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF
ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY
COSTS (COLLECTIVELY, THE “INDEMNIFIED
LIABILITIES”), INCURRED BY THE INDEMNIFIED PARTIES OR ANY OF THEM AS A
RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY ACTIVITY FINANCED OR
PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE
PROCEEDS OF THE LOAN, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE,
TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS MATERIAL AT ANY
PROPERTY OWNED OR LEASED BY ANY BORROWER AFFILIATE PARTY, (C) ANY VIOLATION OF
ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR
LEASED BY ANY BORROWER AFFILIATE PARTY OR THE OPERATIONS CONDUCTED THEREON, (D)
THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY
BORROWER AFFILIATE PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE
DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS MATERIALS OR (E) SUBJECT TO SECTION 10.16, THE
EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT BY ANY OF THE INDEMNIFIED PARTIES AND ANY ACTION TAKEN OR OMITTED
BY A LENDER HEREUNDER, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON
ACCOUNT OF THE APPLICABLE INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION.  IF AND TO THE EXTENT THAT THE FOREGOING
UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, BORROWER HEREBY AGREES TO MAKE
THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE
INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE
LAW.  ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 4.7 SHALL
SURVIVE REPAYMENT OF THE LOAN, CANCELLATION OF THE NOTES, ANY FORECLOSURE UNDER,
OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE LOAN DOCUMENTS
AND TERMINATION OF THE COMMITMENTS HEREUNDER OR TERMINATION
AGREEMENT.

     

    
      
        
        

      

      
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    5.  REPRESENTATIONS AND
WARRANTIES

     

    5.1        
Representations
and Warranties.  The Borrower
represents and warrants subject to the provisions of Section 1.4
[Concerning Corporate Terms], to the Administrative Agent and each of the
Lenders as follows:

     

    5.1.1      Organization and
Qualification.  The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware.  The Borrower has the lawful power to
engage in the business it presently conducts or proposes to
conduct.  The Borrower is duly licensed or qualified and in good
standing in each jurisdiction listed opposite its name on Schedule 5.1.1
and in all other jurisdictions where the nature of the business transacted by it
or both makes such licensing or qualification necessary if the failure to be so
licensed or qualified would cause or constitute a Material Adverse
Change.

     

    5.1.2      Capitalization and
Ownership.  The authorized
LLC Interests of BFE Energy are owned as indicated on Schedule 5.1.2, as of
the Closing Date.  All of the LLC Interests and any other equity
interests of each Borrower Affiliate Party have been validly issued and are
fully paid and nonassessable.  There are no options, warrants or other
rights outstanding to purchase any such LLC Interests except as indicated on
Schedule
5.1.2.

     

    5.1.3      Subsidiaries.  The Borrower has
good title to all of the LLC Interests in BFE Energy it purports to own, free
and clear of any Lien other than Liens in favor of the Administrative Agent
under the Pledge Agreement.  All LLC Interests in BFE Energy owned by
the Borrower have been validly issued, and all LLC Interests in BFE Energy owned
by the Borrower are fully paid and nonassessable.  All capital
contributions and other consideration required to be made or paid in connection
with the issuance of all LLC Interests in BFE Energy owned by the Borrower have
been made or paid, as the case may be.  There are no options, warrants
or other rights outstanding to purchase any such LLC Interests in BFE
Energy.

     

    5.1.4      Power and Authority.  The Borrower has
full power to enter into, execute, deliver and carry out each Loan Document to
which it is a party, to incur the Indebtedness contemplated by the Loan
Documents to which it is a party and to perform its Obligations under the Loan
Documents to which it is a party, and all such actions have been duly authorized
by all necessary proceedings on its part.

     

    5.1.5      Validity and Binding
Effect.  This Agreement
has been duly and validly executed and delivered by the Borrower, and each other
Loan Document which any Borrower Affiliate Parties are required to execute and
deliver on or after the date hereof will have been duly executed and delivered
by the Borrower Affiliate Parties on the required date of delivery of such Loan
Document.  This Agreement and each of the other Loan Documents
constitutes, or will constitute, legal, valid and binding obligations of such
Borrower Affiliate Party on and after its date of delivery thereof, enforceable
against such Borrower Affiliate Party in accordance with its terms, except to
the extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws
affecting the enforceability of creditors’ rights generally or limiting the
right of specific performance.

     

    
      
        
        

      

      
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    5.1.6      No Conflict.  Neither the
execution and delivery of this Agreement or the other Loan Documents by any
Borrower Affiliate Party nor the consummation of the transactions herein or
therein contemplated or compliance with the terms and provisions hereof or
thereof by any of them will conflict with, constitute a default under or result
in any breach of (i) the terms and conditions of the certificate of
incorporation, certificate of formation, limited liability company agreement or
other organizational documents of any Borrower Affiliate Party, (ii) any
Law or any agreement or instrument or order, writ, judgment, injunction or
decree to which any Borrower Affiliate Party is a party or by which it or any of
its Subsidiaries is bound or to which it is subject, or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property
(now or hereafter acquired) of any Borrower Affiliate Party or any of its
Subsidiaries (other than Liens granted under the Loan Documents, the Senior Loan
Documents or the Mezzanine Loan Documents (as applicable)) except with respect
to clause (ii), to the extent such conflict, default or breach which would not
cause or constitute an Event of Default, or (iii) any provision of the
Senior Loan Documents or the Mezzanine Loan Documents.

     

    5.1.7      Litigation.  There are no
actions, suits, proceedings or investigations pending or, to the knowledge of
any Borrower Affiliate Party, threatened against any Borrower Affiliate Party at
law or equity before any Official Body which individually or in the aggregate
would cause or constitute a Material Adverse Change.  No Borrower
Affiliate Party is in violation of any order, writ, injunction or any decree of
any Official Body which would cause or constitute a Material Adverse
Change.  There are no ongoing, or, to the best knowledge of the
Borrower, currently threatened, strikes, collective slowdowns or work stoppages
by the employees of any Borrower Affiliate Party or the Operator.

     

    5.1.8      Use of Proceeds.  The Borrower
Affiliate Parties shall use the proceeds of the Loan in accordance with Section 7.1.7 [Use of
Proceeds].

     

    5.1.9      Full Disclosure.  Neither this
Agreement nor any other Loan Document, nor any certificate, statement, agreement
or other documents furnished to the Administrative Agent or any Lender in
connection herewith or therewith, contains, when taken as a whole, any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein and therein, in light of the
circumstances under which they were made, not misleading.  There is no
fact known to the Borrower (other than general economic conditions) which
materially adversely affects the business, property, assets, financial
condition, results of operations or prospects of any Borrower Affiliate Party
which has not been set forth in this Agreement or in the certificates,
statements, agreements or other documents furnished in writing to the
Administrative Agent and the Lenders prior to or at the date hereof in
connection with the transactions contemplated hereby.

     

    5.1.10    Taxes.  All federal,
state, local and other tax returns required to have been filed with respect to
the Borrower Affiliate Parties have been filed, and payment or adequate
provision has been made for the payment of all taxes, fees, assessments and
other governmental charges which have or may become due pursuant to said returns
or to assessments received, except to the extent that such taxes, fees,
assessments and other charges are being contested in good faith by appropriate
proceedings diligently conducted and for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made. As of the Closing Date, there are no agreements or waivers extending the
statutory period of limitations applicable to any federal income tax return of
the Borrower Affiliate Parties for any period.

     

    
      
        
        

      

      
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    5.1.11   Consents and Approvals.  Except for the
filing of financing statements in the state and county filing offices in respect
of the Collateral, no consent, approval, exemption, order or authorization of,
or a registration or filing with, any Official Body or any other Person is
required by any Law or any agreement in connection with the execution, delivery
and carrying out of this Agreement and the other Loan Documents by any Borrower
Affiliate Party, other than those obtained or made on or prior to the Closing
Date.

     

    5.1.12    No Event of Default; Compliance with
Instruments.  No event has
occurred and is continuing and no condition exists or will exist after giving
effect to the borrowings or other extensions of credit to be made on the Closing
Date under or pursuant to the Loan Documents which constitutes an Event of
Default or Potential Default. None of the Borrower Affiliate Parties is in
violation of (i) any term of its certificate of incorporation, certificate of
formation, limited liability company agreement or other organizational documents
or (ii) any material agreement or instrument to which it is a party or by which
it or any of its properties may be subject or bound where such violation would
constitute a Material Adverse Change.

     

    5.1.13    Security Interests.  The Liens and
security interests granted to the Administrative Agent for the benefit of the
Lenders pursuant to the Pledge Agreement in the Collateral constitute Prior
Security Interests under the Uniform Commercial Code as in effect from time to
time in the State of New York or the State of Delaware (as applicable)
(together, the “Uniform
Commercial Code”) or other applicable Law entitled to all the rights,
benefits and priorities provided by the Uniform Commercial Code or such
Law.  Upon the filing of financing statements relating to said
security interests in each office and in each jurisdiction where required in
order to perfect the security interests described above, and taking possession
of any stock certificates, certificated membership interests or other
certificates evidencing the Collateral, all such action as is necessary or
advisable to establish such rights of the Administrative Agent will have been
taken, and there will be upon execution and delivery of the Pledge Agreement,
such filings and such taking of possession, no necessity for any further action
in order to preserve, protect and continue such rights, except the filing of
continuation statements with respect to such financing statements within six
months prior to each five-year anniversary of the filing of such financing
statements.  All filing fees and other expenses in connection with
each such action have been or will be paid by the Borrower.

     

    5.1.14    Real Property.  No Borrower
Affiliate Party owns real property except for ownership of a portion of the
Buffalo Lake Land and a portion of the Pioneer Trail Land.  The
Borrower Affiliate Parties occupy the locations described on Schedule 5.1.14
(which sets forth the street address, state, owner, lessor and
lessee).  The Borrower Affiliate Parties have valid leasehold interest
in all properties, assets and other rights which they purport to lease or which
are reflected as leased on their books and records, free and clear of all Liens
and encumbrances except Permitted Liens, and subject to the terms and conditions
of the applicable leases.  All leases of property are in full force
and effect without the necessity for any consent which has not previously been
obtained upon consummation of the transactions contemplated hereby except to the
extent failure to do so would not cause a Material Adverse Change.

     

    
      
        
        

      

      
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    5.1.15    Status of the Collateral.  The LLC Interests
in BFE Energy included in the Collateral to be pledged pursuant to the Pledge
Agreement are free and clear of any Lien or restriction on transfer, except as
otherwise provided by the Pledge Agreement and except as the right of the
Lenders to dispose of the LLC Interests may be limited by the Securities Act of
1933, as amended, and the regulations promulgated by the SEC thereunder and by
applicable state securities laws.  There are no limited liability
company agreements or other agreements or understandings with respect to the LLC
Interests in BFE Energy included in the Collateral except for the limited
liability company agreements described on Schedule 5.1.15.  The
Borrower has delivered true and correct copies of such limited liability company
agreements to the Administrative Agent.  On the Closing Date, all of
the LLC Interests of BFE Energy that are owned by the Borrower shall be pledged
pursuant to the Pledge Agreement, which LLC Interest shall not constitute less
than 78.7% of the outstanding LLC Interest in BFE Energy.

     

    5.1.16    Insurance.  The Borrower
Affiliate Parties have insurance policies and other bonds in full force and
effect as of the Closing Date to and bonds provide adequate coverage from
reputable and financially sound insurers in amounts sufficient to insure the
assets and risks of each Borrower Affiliate Party in accordance with prudent
business practice in the industry of the Borrower Affiliate
Parties.  No notice has been given or claim made and no grounds exist
to cancel or avoid any of such policies or bonds or to reduce the coverage
provided thereby except to the extent replaced by coverage under other
policies.

     

    5.1.17    Compliance with Laws.  The Borrower
Affiliate Parties are in material compliance in all respects with all applicable
Laws in all jurisdictions in which the Borrower Affiliate Parties are presently
doing business except where the failure to do so would not constitute a Material
Adverse Change.

     

    5.1.18    Material Contracts; Burdensome
Restrictions.  Schedule 5.1.18
lists as of the Closing Date all material contracts relating to the business
operations of the Borrower or BFE Energy, including all employee benefit plans
and Labor Contracts, other than Loan Documents and Project
Documents.  All such material contracts are valid, binding and
enforceable upon the Borrower or BFE Energy (as applicable) and each of the
other parties thereto in accordance with their respective terms except to the
extent any lack of such validity, binding effect or enforceability would not
cause a Material Adverse Change, and there is no default thereunder, to the
Borrower’s knowledge, with respect to parties other than the Borrower or BFE
Energy (as applicable) except for defaults of the Borrower or BFE Energy (as
applicable) which would not cause a Material Adverse Change.  Neither
Borrower nor any Subsidiary is bound by any contractual obligation, or subject
to any restriction in any organization document, or any requirement of Law which
could result in a Material Adverse Change.  For purposes of this Section 5.1.18, a
“material contract” means a contract that obligates a Borrower Affiliate Party
to pay money in an amount, or provide services valued, in excess of $150,000
during any 12-month period.  The amounts that a Borrower Affiliate
Party is obligated to pay under contracts not listed on Schedule 5.1.18 do
not exceed $800,000 on an annual basis.

     

    5.1.19    Investment Companies; Regulated
Entities.  None of the
Borrower Affiliate Parties is an “investment company” registered or required to
be registered under the Investment Company Act of 1940 or under the “control” of
an “investment company” as such terms are defined in the Investment Company Act
of 1940 and shall not become such an “investment company” or under such
“control.”  Neither the making of the Loan, nor the application of the
proceeds or repayment thereof by the Borrower, nor the consummation of the other
transactions contemplated hereby will violate any provisions of the Investment
Company Act of 1940 or any rule, regulation or order of the SEC
thereunder.

     

    
      
        
        

      

      
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    5.1.20    Environmental Matters.  Except as set
forth on Schedule
5.1.20, as of the Closing Date, there are no violations, or allegations
thereof in writing, of any Environmental Law applicable to any Property and, to
the knowledge of the Borrower, to any property of any predecessor of the
Borrower Affiliate Parties.

     

    (a)          Each
Borrower Affiliate Party has complied and is now complying in all material
respects with (i) all Environmental Laws applicable to the Project and (ii) the
requirements of any Governmental Approvals issued under such Environmental Laws
with respect to the Project.

     

    (b)          There
are no facts, circumstances, conditions or occurrences regarding the Project
that (i) to the knowledge of the Borrower (after due inquiry), could reasonably
be anticipated to form the basis of an Environmental Claim against the Project,
any Borrower Affiliate Party, the EPC Contractor or the Operator or, to the best
knowledge of the Borrower, any other Person occupying or conducting operations
on or about the Land which if adversely determined could reasonably be expected
to have a Material Adverse Change, (ii) could reasonably be anticipated to cause
the Land to be subject to any restrictions on its ownership, occupancy, use or
transferability under any Environmental Law or (iii) to the knowledge of the
Borrower (after due inquiry) could be reasonably anticipated to require the
filing or recording of any notice or disclosure document under any Environmental
Law (other than those described in Schedule 5.1.24
[Governmental Approvals] hereto).

     

    (c)          There
are no past, pending, or, to the best knowledge of the Borrower, threatened,
Environmental Claims against (i) any Borrower Affiliate Party or the Project, or
(ii) to the best knowledge of the Borrower, the EPC Contractor or the Operator
or any other Person occupying, using, or conducting operations on or about the
Land, which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Change.

     

    (d)          Except
as set forth on Schedule 5.1.20 and except as could
not reasonably be expected to have a Material Adverse Effect, Hazardous
Materials have not at any time been generated, used, treated, recycled, stored
on, or transported to or from, or Released, deposited or disposed of on all or
any portion of the Land other than in compliance at all times with all
applicable Environmental Laws.

     

    (e)          Except
as set forth on Schedule 5.1.20,
there are not now and, to the knowledge of the Borrower, never have been any
underground storage tanks located on the Land, there is no asbestos contained
in, forming part of, or contaminating any part of the Project and no
polychlorinated biphenyls (PCBs) are used, stored, located at or contaminate any
part of the Project.

     

    
      
        
        

      

      
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    (f)           The
Borrower is not aware of any evidence of groundwater contamination on the
Land.

     

    (g)          Copies
of all environmental studies regarding the Project and/or the Land of which any
Borrower Affiliate Party is aware have been delivered to the Administrative
Agent.

     

    5.1.21    [Reserved]

     

    5.1.22    Financial
Statements.

     

    (a)           The
Borrower has delivered to the Administrative Agent or filed with the SEC audited
consolidated and unaudited consolidated and consolidating balance sheets and
statements of income, changes in stockholders’ equity, and cash flow as of and
for the fiscal years ended December 31, 2007, December 31, 2008 and December 31,
2009 and unaudited consolidated and consolidating balance sheets and statements
of income, change in stockholders’ equity, and cash flow as of and for the six
(6) months ended June 30, 2010 for the Borrower, each of which has been
certified by the principal financial officer of the Borrower in the case of
audited financial statements, and prepared in accordance with
GAAP.  Such financial statements fairly present the financial
condition of the Borrower and its Subsidiaries as at such dates and the results
of its operations for the periods ended on such dates, subject, in the case of
interim statements, to normal year-end audit adjustments.

     

    (b)           No
Borrower Affiliate Party has any material outstanding obligations or
liabilities, fixed or contingent, except as disclosed in the financial
statements described in (a) above.  Since the date of the last
financial statements described in (a) above, no event, condition or circumstance
exists or has occurred which has resulted in or could reasonably be expected to
result in a Material Adverse Change in the financial condition, operations,
business, profits or prospects of the Borrower Affiliate Parties from that set
forth in such financial statements, and no event or condition has occurred which
could reasonably be expected to have a Material Adverse Change.

     

    5.1.23    Governmental
Approvals     
All Governmental Approvals necessary in connection with (i) the due execution
and delivery of, and performance by any Borrower Affiliate Party and, to the
best knowledge of the Borrower (after due inquiry) each Project Participant of
their respective obligations and the exercise of their respective rights under,
the Loan Documents to which they are a party and the Project Documents to which
they are party, (ii) the legality, validity and binding effect or enforceability
thereof and (iii) in the case of Governmental Approvals to be obtained by on or
behalf of Borrower, and, to Borrower’s knowledge (after due inquiry), any other
Project Participant, the acquisition, ownership, construction, installation,
operation and maintenance of the Project as contemplated by the Project
Documents and in order to conduct its business generally and maintain its
existence (collectively, the “Necessary
Governmental Approvals”), have been duly obtained or made, were validly
issued, are in full force and effect, are final and not subject to any pending
modification by any Governmental Authority or appeal, are held in the name of
the appropriate Borrower Affiliate Party and are free from conditions or
requirements the compliance with which would reasonably be expected to have a
Material Adverse Effect or which the appropriate Borrower Affiliate Party does
not reasonably expect to be able to satisfy.  No event has occurred
that would reasonably be expected to (A) result in the revocation, termination
or adverse modification of any such Necessary Governmental Approval or
(B) adversely affect any rights of any Borrower Affiliate Party (or, as
applicable, any Project Participant) under any such Governmental
Approval.

     

    
      
        
        

      

      
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    (b)          The
information set forth in each application submitted by or on behalf of any
Borrower Affiliate Party in connection with each Necessary Governmental Approval
and in all correspondence sent by or on behalf of the appropriate Borrower
Affiliate Party in respect of each such application is accurate and complete in
all material respects.

     

    (c)           The
Plants are owned and operated in accordance with the Project Documents, conform
to and comply in all material respects with all covenants, conditions,
restrictions and requirements in all Necessary Governmental Approvals, in the
Project Documents applicable thereto and under all zoning, environmental, land
use and other Laws applicable thereto.

     

    5.1.24    ERISA.  Neither any
Borrower Affiliate Party nor any ERISA Affiliate of any Borrower Affiliate Party
has or has ever maintained or contributed to (or has or has ever had an
obligation to contribute to) any Plan or Multiemployer Plan.

     

    5.1.25    Immunity.  Each Borrower
Affiliate Party is subject to civil and commercial law with respect to its
Obligations under the Loan Documents, and the execution, delivery and
performance of the Loan Documents by the Borrower Affiliate Parties constitute
private and commercial acts rather than public or governmental
acts.  Neither the Borrower Affiliate Parties nor any of their
Properties has any immunity from suit, court jurisdiction, attachment prior to
judgment, attachment in aid of execution of a judgment, set-off, execution of a
judgment or from any other legal process with respect to the Obligations of the
Borrower Affiliate Parties under the Loan Documents.

     

    5.1.26    Utilities, Etc.  All
utility services, means of transportation, facilities and other materials
necessary for the operation of the Plants (including, without limitation, gas,
electrical, potable and raw water supply, storm, telephone and sewage services
and facilities, as necessary) are available to the Project.

     

    6.  CONDITIONS OF
LENDING.

     

    The
obligation of each Lender to make the Loan hereunder is subject to the
performance by each of the Borrower Affiliate Parties of their Obligations to be
performed hereunder at or prior to the making of the Loan and to the
satisfaction of the following further conditions:

     

    6.1         Closing
Date Loan.  On the Closing
Date:

     

    6.1.1      Officer’s Certificate.  There shall be
delivered to the Administrative Agent for the benefit of each Lender a
certificate dated the Closing Date and signed by an Authorized Officer of the
Borrower certifying to each of the following:

     

    
      
        
        

      

      
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    (a)           the
representations and warranties of the Borrower contained in Article 5 and in
each of the other Loan Documents executed on the Closing Date shall be true and
accurate in all material respects on and as of the Closing Date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein;

     

    (b)           each
of the Borrower Affiliate Parties shall have performed and complied with all
material covenants and conditions in the Loan Documents to which it is a party;
and

     

    (c)           no
Event of Default or Potential Default shall have occurred and be continuing or
shall exist.

     

    6.1.2      Secretary’s Certificate.  There shall be
delivered to the Administrative Agent for the benefit of each Lender a
certificate dated as of the Closing Date and signed by the Secretary or an
Assistant Secretary, the Borrower and BFE Energy, certifying as appropriate as
to:

     

    (a)          all
action taken by such party in connection with this Agreement and the other Loan
Documents;

     

    (b)          the
names of the officer or officers authorized to sign this Agreement and the other
Loan Documents and the true signatures of such officer or officers and
specifying the Authorized Officers permitted to act on behalf of such party for
purposes of this Agreement and the true signatures of such officers, on which
the Administrative Agent and each Lender may conclusively rely; and

     

    (c)          copies
of its organizational documents, including its certificate of incorporation or
certificate of formation (as applicable) and by-laws or limited liability
company agreement (as applicable) as in effect on the Closing Date certified by
the appropriate state official where such documents are filed in a state office
together with certificates from the appropriate state officials as to the
continued existence and good standing of each party in each state where
organized or qualified to do business.

     

    6.1.3      Delivery of Loan
Documents.  The Loan
Documents required to be entered into as of the Closing Date, including but not
limited to the Loan Agreement, the Notes, the Pledge Agreement, the Cargill
Acknowledgement Letter, the Rights Offering Letter Agreement and the Executive
Management Waiver Agreements, together with UCC-1 financing statements in
respect of the Pledge Agreement for all appropriate locations, shall have been
duly executed and delivered to the Administrative Agent for the benefit of the
Lenders, together with all appropriate financing statements and appropriate
stock powers and certificates evidencing the pledged LLC
Interests.  The Borrower authorizes the Administrative Agent to cause
to be filed any such UCC-1 financing statements in such locations as the
Administrative Agent may deem appropriate.

     

    6.1.4      Opinion of Counsel.  There shall be
delivered to the Administrative Agent for the benefit of each Lender a written
opinion of Cravath, Swaine & Moore LLP (who may rely on the opinions of such
other counsel as may be acceptable to the Administrative Agent), relating to the
Loan Documents, dated as of the Closing Date, each in form and substance
satisfactory to the Administrative Agent and its counsel.

     

    
      
        
        

      

      
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    6.1.5      Legal Details.  All legal details
and proceedings in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be in form and substance
satisfactory to the Administrative Agent and counsel for the Administrative
Agent, and the Administrative Agent shall have received all such other
counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Administrative Agent and said counsel, as the Administrative
Agent or said counsel may reasonably request.

     

    6.1.6      Payment of Fees.  The Borrower
shall have paid or caused to be paid to the Administrative Agent for itself and
for the account of the Lenders, the Lenders’ closing fees and all other fees
accrued through the Closing Date and the costs and expenses for which the
Administrative Agent and the Lenders are entitled to be reimbursed, including,
but not limited to, the reasonable fees and expenses of counsel to the
Administrative Agent and the Lenders and any other expenses payable by the
Borrower under Section
7.1.14 [Expenses], to the extent an invoice related to such fees and
expenses are delivered to the Borrower.

     

    6.1.7      Due Diligence.  The Borrower
shall have delivered to the Administrative Agent on or before the Closing Date
lien searches in respect of the Borrower and BFE Energy (i) listing all
effective financing statements which name Borrower and any other Borrower or BFE
Energy as debtors; and (ii) demonstrating the absence of Liens on any of the
properties and assets of the Borrower or BFE Energy other than Permitted Liens
or Liens satisfied as of the Closing Date to the satisfaction of the
Administrative Agent, together with (a) copies of such UCC-3 termination
statements, (b) payoff letters evidencing repayment in full of any debt to be
repaid, and (c) the termination of all agreements relating thereto and (d) the
release of all Liens granted in connection therewith.

     

    6.1.8      Consents.  All consents
required to effectuate the transactions contemplated hereby shall have been
obtained.

     

    6.1.9      No Violation of Laws.  The making of the
Loan shall not contravene any Law applicable to the Borrower Affiliate Parties
or any of the Lenders.  In addition, each of the Lenders and the
Administrative Agent shall have received at least two Business Days prior to the
Closing Date, all documentation and other information required by regulatory
authorities under the Patriot Act.

     

    6.1.10    No Actions or Proceedings.  No action,
proceeding, investigation, regulation or legislation shall have been instituted,
threatened or proposed in writing before any court, governmental agency or
legislative body to enjoin, restrain or prohibit, or to obtain damages in
respect of, this Agreement, the other Loan Documents or the consummation of the
transactions contemplated hereby or thereby or which, in the Administrative
Agent’s sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement or any of the other Loan
Documents.

     

    
      
        
        

      

      
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    6.1.11    Material Adverse Change or
Effect.   No event,
occurrence or condition that has had, or would reasonably be expected to have, a
Material Adverse Effect shall have occurred and be continuing.

     

    6.1.12    Financial Information,
Etc.  Each Lender shall have received a certificate from the
chief financial officer or other Authorized Officer of the Borrower, dated as of
the Closing Date, to the effect that, to the best of such officer’s knowledge,
(A) the financial statements of the Borrower most recently filed with the SEC
are true, complete and correct in all material respects and (B) there has been
no Material Adverse Change in the financial condition, operations, properties,
business or prospects of the Borrower since the date of such financial
statements.  To the extent that such other financial, business and
other information regarding the Project Participants is obtainable by any
Borrower Affiliate Party upon the exercise of its reasonable efforts, each
Lender shall have received such other financial, business and other information
regarding the Project Participants as such Lender shall have reasonably
requested.

     

    6.1.13    Cargill
Conversion.  The Borrower shall have delivered a complete copy
of the executed Cargill Acknowledgement Letter, and such Cargill Acknowledgement
Letter shall remain in full force and effect and shall not have been
withdrawn.

     

    7.  COVENANTS

     

    7.1        Affirmative
Covenants.  The Borrower
covenants and agrees that until payment in full of the Loan, and interest
thereon, satisfaction of all of the Borrower Affiliate Parties’ other
Obligations under the Loan Documents (other than contingent indemnification
obligations to the extent no claims giving rise thereto have been asserted) and
termination of the Commitments, the Borrower shall comply and shall cause its
Subsidiaries to comply at all times with the following affirmative
covenants:

     

    7.1.1      Preservation of Existence,
Etc.  The Borrower shall maintain and shall cause each of its
Subsidiaries to maintain its legal existence as a corporation, limited
partnership or limited liability company and its license or qualification and
good standing in each jurisdiction in which its ownership or lease of property
or the nature of its business makes such license or qualification necessary,
except as otherwise expressly permitted in Section 7.2.10 [Liquidations,
Mergers, Etc.] and except where failure to do so would not cause or constitute a
Material Adverse Change.

     

    7.1.2      Payment of Liabilities, Including
Taxes, Etc.  The Borrower shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable, including all taxes, assessments and governmental charges upon it
or any of its properties, assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities, including
taxes, assessments or charges, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such
reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made, but only to the extent that failure to discharge any such
liabilities would not constitute a Material Adverse Change; provided that the
Borrower will pay and cause each of its Subsidiaries to pay all such liabilities
forthwith upon the commencement of proceedings to foreclose any Lien which may
have attached as security therefor.

     

    
      
        
        

      

      
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    7.1.3      Maintenance of Insurance.  The Borrower
shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such
assets are commonly insured (including fire, extended coverage, property damage,
workers’ compensation, public liability and business interruption insurance) and
against other risks (including errors and omissions) in such amounts as similar
properties and assets are insured by prudent companies in similar circumstances
carrying on similar businesses, and with reputable and financially sound
insurers, including self-insurance to the extent customary.

     

    7.1.4      Visitation Rights.  The Borrower
shall, and shall cause each of its Subsidiaries to, permit any of the officers
or authorized employees or representatives of the Administrative Agent or any of
the Lenders to visit and inspect any of the properties of the Subsidiaries and
to examine and make excerpts from its books and records and discuss its business
affairs, finances and accounts with its officers, all in such detail and at such
times and as often as any of the Lenders may reasonably request with reasonable
advance notice, during normal business hours and at such intervals as such
Lenders shall desire.  At any time when the Lenders, collectively, do
not possess the power, directly or indirectly (including under any stockholders’
or limited liability company agreement), to elect a majority of the directors of
the Borrower or at any time when there exists an Event of Default, the
Administrative Agent may (i) conduct up to three times annually at the
Borrower’s expense field audits of the Borrower Affiliate Parties’ businesses,
properties and locations and (ii) may also at the Borrower’s expense do so at
any time (and from time to time) that there exists an Event of
Default.

     

    7.1.5      Keeping of Records and Books of
Account.  The Borrower
shall maintain and keep proper books of record and account which enable the
Borrower and its Subsidiaries to issue financial statements in accordance with
GAAP and as otherwise required by applicable Laws of any Official Body having
jurisdiction over the Borrower and in which full, true and correct entries shall
be made in all material respects of all their dealings and business and
financial affairs.

     

    7.1.6      Compliance with Laws.  The Borrower
shall, and shall cause each of its Subsidiaries to, comply with all applicable
Laws in all material respects, provided that it shall not be deemed to be a
violation of this Section 7.1.6 if
any failure to comply with any Law would not result in fines, penalties,
remediation costs, other similar liabilities or injunctive relief which in the
aggregate would constitute a Material Adverse Change.  Without
limiting the generality of the foregoing, or limiting any other subsection of
this Section 7.1, the
Borrower shall pay, and cause its Subsidiaries to pay, prior to delinquency, all
taxes and other governmental charges against it or any collateral, as well as
claims of any kind which, if unpaid, could become a Lien on any of its property;
provided that the foregoing shall not require any Borrower Affiliate Party to
pay any such tax or charge so long as it shall contest the validity thereof in
good faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP and, in the case of a
claim which could become a Lien on any collateral, such contest proceedings
shall stay the foreclosure of such Lien or the sale of any portion of the
collateral to satisfy such claim or such contest does not involve any risk of
the sale, forfeiture or loss of any of any assets with an aggregate value of Two
Hundred and Fifty Thousand Dollars ($250,000).

     

    
      
        
        

      

      
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    7.1.7      Use of Proceeds.  The Borrower
will, and shall cause each of its Subsidiaries (as applicable) to use the
proceeds of the Loan (i) to repay in full the Working Capital Loan and (ii)
to pay the Bridge Loan Funding Fee.  The Borrower shall not use and
shall cause each of its Subsidiaries to not use the proceeds of the Loan for any
other purpose or purposes which contravene any applicable Law or any provision
hereof.

     

    7.1.8      Further Assurances.  From time to
time, at its expense, the Borrower shall, and shall cause each of its
Subsidiaries to, faithfully preserve and protect the Administrative Agent’s Lien
on any Prior Security Interest in the Collateral as a continuing perfected Lien,
and shall do such other acts and things as the Administrative Agent may
reasonably deem necessary or advisable from time to time in order to preserve,
perfect and protect the Liens granted under the Loan Documents.

     

    7.1.9      Accounting and Financial
Management.  The Borrower
shall, and shall cause its Subsidiaries to (a) maintain adequate management
information and cost control systems, (b) maintain a system of accounting in
which full and correct entries shall be made of all financial transactions and
the assets and business of such Borrower in accordance with GAAP and (c)
promptly deliver to the Administrative Agent a copy of any “management letter”
or other similar communication received by Borrower from Borrower’s accountants
relating to Borrower’s financial, accounting and other systems, management or
accounts.  In the event that Borrower or any of its Subsidiaries
replace their existing auditors for any reason, the Borrower shall appoint and
maintain as auditors another firm of independent public accountants, which firm
shall be nationally recognized and approved by the Lenders.

     

    7.1.10    Governmental Approvals.  The Borrower
shall, and shall cause its Subsidiaries to, (i) from time to time obtain and
maintain, and comply in all material respects with, all Necessary Governmental
Approvals as shall now or hereafter be required under applicable Laws, (ii)
cause the Plants and the Project to be operated in all material respects in
accordance with all applicable Laws and (iii) intervene in and contest any
proceeding which seeks or may reasonably be expected, to rescind, terminate,
adversely modify or suspend any Necessary Governmental Approval and, if
reasonably requested by the Required Lenders, appeal any such rescission,
termination, modification or suspension in the manner and to the full extent
permitted by applicable Law (provided that the
obligations of the Borrower Affiliate Parties under this Section 7.1.10 shall
not in any way limit or impair the rights or remedies of the Lenders under any
Loan Document, directly or indirectly, arising as a result of any such
rescission, termination, modification or suspension).

     

    
      
        
        

      

      
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    7.1.11    Project Construction;
Maintenance.  The Borrower
shall, and shall cause its Subsidiaries to, maintain and preserve the Project
and all of their other Properties necessary or useful in the proper conduct of
its business in good working order and in such condition that the Plants will
have the capacity and functional ability to perform, on a continuing basis
(ordinary wear and tear excepted), in normal commercial operation, the functions
for which they were specifically designed in accordance with the applicable EPC
Contract(s) at substantially the levels contemplated thereby.  The
Borrower shall, and shall cause its Subsidiaries to, cause the Project to be
operated, serviced, maintained and repaired so that the condition and operating
efficiency thereof will be maintained and preserved (ordinary wear and tear
excepted) in all material respects in accordance and compliance with
(i) such operating standards as shall be required to enforce any material
warranty claims against dealers, manufacturers, vendors, contractors, and
sub-contractors, (ii) the terms and conditions of all insurance policies
maintained with respect to the Project at any time, (iii) all requirements of
Law and all Governmental Approvals applicable to the Project, and (iv) the terms
of the Project Documents.

     

    7.1.12    Performance of Project
Documents.  The Borrower
shall, and shall cause its Subsidiaries to perform and observe in all material
respects all of its covenants and agreements contained in any of the Project
Documents to which it is or becomes a party, shall take and shall cause its
Subsidiaries to take all necessary action to prevent the early termination of
any such Project Documents in accordance with the terms thereof or otherwise,
and shall take and shall cause its Subsidiaries to take any and all action as
may be reasonably necessary promptly to enforce its rights and to collect any
and all sums due to it under the Project Documents.

     

    7.1.13    Environmental Compliance.  The Borrower
shall, and shall cause its Subsidiaries to:

     

    (a)          comply
in all material respects and cause all other Persons constructing, occupying or
conducting operations at the Project to comply in all material respect with all
Environmental Laws now or hereafter applicable to the Project;

     

    (b)          obtain,
at or prior to the time required by applicable Environmental Laws, all
Governmental Approvals required pursuant to applicable Environmental Law for the
construction, operation and maintenance of the Project, and maintain such
Governmental Approvals in full force and effect;

     

    (c)           not
generate, use, treat, recycle, store, Release or dispose of, or permit the
generation, use, treatment, recycling, storage, Release or disposal of Hazardous
Materials on the Land, or transport or permit the transportation of Hazardous
Materials to or from the Project other than in compliance in all material
respects with all applicable Environmental Laws;

     

    (d)          conduct
and complete any investigation, study, sampling and testing and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials Released at, on, in, under or emanating from the Project, in
accordance with the requirements of all applicable Environmental Laws and
promptly notify the Administrative Agent of any such action in which costs
are reasonably expected to exceed $100,000 or which is reasonably likely to give
rise to a claim for injunctive relief against a Borrower Affiliate
Party;

     

    
      
        
        

      

      
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    (e)           provide
the Administrative Agent with written notice of (i) any fact, circumstance,
condition, occurrence or Release at, on, under or from the Project that results
in any material noncompliance with any Environmental Law applicable to the
Project or that has resulted or may result in personal injury or material
property damage or an Environmental Claim or otherwise that could reasonably be
expected to have a Material Adverse Effect, such notice to be given promptly
after the condition is discovered or such Release or occurrence takes place and
(ii) any pending or threatened Environmental Claim against any Borrower or any
other Persons occupying or conducting operations at the Project that, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect, such notice to be given promptly after such Environmental Claim is
commenced or threatened; all such notices shall describe in reasonable detail
the nature of the claim, investigation, condition, incident, or occurrence and
the proposed response thereto;

     

    (f)           provide
the Administrative Agent with copies of all material communications with any
Governmental Authority relating to any Environmental Law or any Environmental
Claim promptly after the giving or receiving of any such communications;
and

     

    (g)          provide
such information concerning any Environmental Claim relating to the Project as
may be reasonably requested by the Administrative Agent.

     

    7.1.14    Expenses.  The Borrower
shall at the Closing pay to the Administrative Agent for itself and for the
account of the Lenders, the Lenders’ closing fees and all other fees accrued
through the Closing Date and the costs and expenses incurred by the
Administrative Agent and the Lenders, including, but not limited to, travel, due
diligence expenses and reasonable legal costs and miscellaneous
expenses.

     

    7.1.15    Rights Offering.  The Borrower
shall comply with its obligations under the Rights Offering Letter
Agreement.

     

    7.1.16    Use of Term Loan Proceeds.  The Borrower
shall cause the net proceeds from the Term Loan to be contributed to BFE Energy
in the form of one or more equity contributions, shall further cause BFE Energy
to contribute such net proceeds in one or more equity contributions to the
Senior Credit Agreement Borrowers jointly to allow the Senior Credit Agreement
Borrowers to repay in full the Working Capital Loan on or before
September 27, 2010, and shall further cause the Senior Credit Agreement
Borrowers to repay in full the Working Capital Loan on or before September 27,
2010.

     

    7.2        Negative
Covenants.  The Borrower
covenants and agrees that until payment in full of the Loan, and interest
thereon, satisfaction of all of the Borrower Affiliate Parties’ other
Obligations under the Loan Documents (other than contingent indemnification
obligations to the extent no claims giving rise thereto have been asserted) and
termination of the Commitments, the Borrower shall, and shall cause its
Subsidiaries to comply with the following negative covenants:

     

    7.2.1      Subsidiary Indebtedness.  The Borrower
shall cause each of its Subsidiaries (excluding BFE Energy) to not at any time
create, incur, assume or suffer to exist any Indebtedness, except:

     

    (a)          Indebtedness
under the Senior Loan Documents;

     

    (b)          Indebtedness
under the Mezzanine Loan Documents;

     

    
      
        
        

      

      
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    (c)          unsecured
Indebtedness of Pioneer Trails up to a maximum outstanding principal amount at
all times equal to $7,000,000 incurred prior to the Closing Date as described
in, and incurred under, Article IV of the Pioneer Trail Redevelopment Contract
(as defined in the Senior Credit Agreement) (the “TIF
Indebtedness”), provided, that (i)
such Indebtedness is issued on terms and conditions and pursuant to
documentation satisfactory to the Administrative Agent, which conditions shall
include a requirement that no lender of, or participant in, the TIF Indebtedness
shall have any recourse to any Borrower Affiliate Party or its Property other
than to the real estate taxes that Pioneer Trails would have otherwise been
obligated to pay but for the incurrence of the TIF Indebtedness and (ii) the
Borrower Affiliate Parties shall have furnished, or caused to be furnished, to
the Administrative Agent an opinion of legal counsel opinion acceptable to the
Administrative Agent stating that, in the opinion of such counsel, the
conditions and requirements set forth in clause (i) above shall have been
satisfied;

     

    (d)          Indebtedness
(other than Indebtedness for borrowed money) secured by a Permitted Lien (as
such term is defined in the Mezzanine Loan Agreement);

     

    (e)          Indebtedness
incurred under the Railroad Car Lease Agreements (as defined in the Senior
Credit Agreement);

     

    (f)           Hedging
Agreements (as defined in the Senior Credit Agreement) that comply with the Risk
Management Policy (as defined in the Senior Credit Agreement); and

     

    (g)          Indebtedness
incurred to the City of Fairmont, Minnesota in principal amount not to exceed
$162,000.

     

    7.2.2      BFE Energy Indebtedness.  The Borrower
shall cause BFE Energy to not at any time, create, incur, assume or suffer to
exist any Indebtedness, except:

     

    (a)          Indebtedness
under the Loan Documents;

     

    (b)          Indebtedness
under the Mezzanine Loan Documents;

     

    (c)          Indebtedness
under the Senior Loan Documents;

     

    (d)          Indebtedness
permitted under Section
7.2.1(c);

     

    (e)          Indebtedness
incurred under the Railroad Car Lease Agreements (as defined in the Senior
Credit Agreement);

     

    (f)           Hedging
Agreements (as defined in the Senior Credit Agreement) that comply with the Risk
Management Policy (as defined in the Senior Credit Agreement); and

     

    (g)          Indebtedness
incurred to the City of Fairmont, Minnesota in principal amount not to exceed
$162,000.

     

    7.2.3      Indebtedness.  The Borrower
shall not at any time, create, incur, assume or suffer to exist any
Indebtedness, except Indebtedness under the Loan Documents.

     

    
      
        
        

      

      
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    7.2.4      Subsidiary Liens.  The Borrower
shall cause each of its Subsidiaries to not at any time create, incur, assume or
suffer to exist any Lien on any of its property or assets, tangible or
intangible, now owned or hereafter acquired, or agree or become liable to do so,
except for any Permitted Liens (as defined in the Mezzanine Loan
Agreement).

     

    7.2.5      BFE Energy Liens.  The Borrower
shall cause BFE Energy not to at any time create, incur, assume or suffer to
exist any Lien on any of its property or assets, tangible or intangible, now
owned or hereafter acquired, or agree or become liable to do so, except for any
Permitted Liens (as defined in the Mezzanine Loan Agreement) or Permitted Liens
(as defined in this Agreement).

     

    7.2.6      Liens.  The Borrower
shall not at any time create, incur, assume or suffer to exist any Lien on any
of its property or assets, tangible or intangible, now owned or hereafter
acquired, or agree or become liable to do so, except Liens created by the Loan
Documents.

     

    7.2.7      Guaranties.  The Borrower
shall not, and shall cause each of its Subsidiaries to not at any time, directly
or indirectly, become or be liable in respect of any Guaranty, or assume,
guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or
liability of any other Person, except for Guaranties of Indebtedness of the
Borrower Affiliate Parties or other obligations permitted by Section 7.2.2(b)
[Indebtedness], the Project Documents, the Senior Loan Documents or the
Mezzanine Loan Documents.

     

    7.2.8      Loans and Investments.  The Borrower
shall not, and shall cause each of its Subsidiaries to not at any time make or
suffer to remain outstanding any loan or advance to, or purchase, acquire or own
any stock, bonds, notes or securities of, or any partnership interest (whether
general or limited) or limited liability company interest in, or any other
investment or interest in, or make any capital contribution to, any other
Person, or agree, become or remain liable to do any of the foregoing, except as
permitted under the Senior Credit Agreement, the Account Agreement and the
Mezzanine Loan Agreement and except for:

     

    (a)           trade
credit extended on usual and customary terms in the ordinary course of business;
and

     

    (b)           advances
to employees to meet expenses incurred by such employees in the ordinary course
of business.

     

    7.2.9      Dividends and Related
Distributions.  The Borrower
shall not, and shall cause each of its Subsidiaries to not make or pay, or agree
to become or remain liable to make or pay, any dividend or other distribution of
any nature (whether in cash, property, securities or otherwise) on account of or
in respect of its shares of capital stock, partnership interests or LLC
Interests on account of the purchase, redemption, retirement or acquisition of
its shares of capital stock (or warrants, options or rights therefor),
partnership interests or LLC Interests, except distributions by any Subsidiary
of the Borrower to the Borrower or to another Subsidiary of the Borrower,
distribution of rights to purchase securities pursuant to the Rights
Offering.

     

    7.2.10    Liquidations, Mergers,
Consolidations, Acquisitions.  The Borrower
shall not, and shall cause each of its Subsidiaries to not dissolve, liquidate
or wind-up its affairs, or become a party to any merger or consolidation, or
acquire by purchase, lease or otherwise all or substantially all of the assets
or capital stock of any other Person.

     

    
      
        
        

      

      
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    7.2.11    Dispositions of Assets or
Subsidiaries.  The Borrower
shall not, and shall cause each of its Subsidiaries to not sell, convey, assign,
lease, abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible
(including sale, assignment, discount or other disposition of accounts, contract
rights, chattel paper, equipment or general intangibles with or without recourse
or of capital stock, shares of beneficial interest, partnership interests or LLC
Interests of a Subsidiary of a Borrower Affiliate Party), except:

     

    (a)          transactions
involving the sale of inventory in the ordinary course of business;

     

    (b)          any
sale, transfer or lease of assets in the ordinary course of business which are
no longer necessary or required in the conduct of a Borrower Affiliate Party’s
business;

     

    (c)          any
sale, transfer or lease of assets in the ordinary course of business which are
replaced by substitute assets acquired;

     

    (d)          the
sale of other assets so long as the aggregate amount of after-tax proceeds from
sales pursuant to this clause (iv) does not exceed $250,000 in any one fiscal
year;

     

    (e)          any
sale, transfer or lease of assets, other than those specifically excepted
pursuant to clauses (a) through (d) above, which is approved by the Required
Lenders so long as the after-tax proceeds (as demonstrated by the Borrower
Affiliate Parties) are applied in accordance with the provisions of Section 4.5.1 [Sale
of Assets] above;

     

    (f)         
sales of Permitted Investments (other than Investments in Subsidiaries of the
Borrower) prior to the maturity thereof;

     

    (g)          transfers
of assets between Buffalo Lake and Pioneer Trail; and

     

    (h)          dividends,
distributions, return of capital or other payments to equity owners in respect
of LLC Interests, redemptions of LLC Interests, withdrawals of capital by a
member in a Borrower Affiliate Party; provided that, this
clause (h) shall cease to apply to any Borrower Affiliate Parties that cease to
be wholly-owned, directly or indirectly, by the Borrower.

     

    7.2.12    Affiliate Transactions.  The Borrower
shall not, and shall cause its Subsidiaries to not enter into or carry out any
transaction with any Affiliate of any Borrower Affiliate Party (including
purchasing property or services from or selling property or services) except
for:

     

    (a)          transactions
not otherwise prohibited by this Agreement and entered into in the ordinary
course of business upon fair and reasonable arm’s-length terms and conditions
and in accordance with all applicable Law;

     

    
      
        
        

      

      
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    (b)          transactions
with Affiliates entered into on or prior to the Closing Date and described on
Schedule 7.2.12
hereto;

     

    (c)          Affiliate
Indebtedness permitted by Section 7.2.1
[Subsidiary Indebtedness];

     

    (d)          Affiliate
Liens permitted by Section 7.2.6
[Liens];

     

    (e)          Investments
in Affiliates permitted by Section 7.2.8
[Loans and Investments];

     

    (f)           dividends
and distributions which are permitted by Section 7.2.9
[Dividends and Related Distributions] and the agreements pursuant to which such
dividends and distributions are required to be made,

     

    (g)          loans
to employees permitted by Section 7.2.8
[Loans and Investments];

     

    (h)          reimbursement
of employee travel and lodging costs incurred in the ordinary course of
business;

     

    (i)           payment
of customary director’s fees to one or more independent directors of the
Borrower Affiliate Parties; and

     

    (j)           employment
agreements, equity incentive agreements and other employee and management
arrangements in the ordinary course of business which are fully disclosed to the
Administrative Agent.

     

    7.2.13    Subsidiaries, Partnerships and Joint
Ventures.  The Borrower
shall cause each of its Subsidiaries to not establish, create or acquire
directly or indirectly any Subsidiaries; provided that if the
Borrower establishes, creates or acquires directly or indirectly any
Subsidiaries, the Borrower must pledge its interest in such new Subsidiary as
collateral for the Loan.  Each Borrower Affiliate Party shall not
become or agree to (i) become a general or limited partner in any general or
limited partnership, (ii) become a member or manager of, or hold a limited
liability company interest in, a limited liability company which is not a
Borrower Affiliate Party, or (iii) become a joint venturer or hold a joint
venture interest in any joint venture.  All of the LLC Interests in
BFE Energy owned by the Borrower shall be pledged pursuant to the terms of the
Pledge Agreement.

     

    7.2.14    Continuation of or Change in
Business.  The Borrower
shall not, and shall cause each of its Subsidiaries to not engage in any
business other than the business of constructing, owning, operating and
maintaining the Project and performing its obligations pursuant to the Project
Documents, Senior Loan Documents, Mezzanine Loan Documents, Article IV of the
Pioneer Trail Redevelopment Contract (as defined in the Senior Credit Agreement)
and the Loan Documents to which it is a party (and related businesses as
conducted and operated by the Borrower Affiliate Parties) as conducted and
operated by the Borrower Affiliate Parties, and the Borrower Affiliate Parties
shall not permit any material change in such business.  The Borrower
and BFE Holdings shall conduct no business other than ownership of the LLC
Interests of the other Borrower Affiliate Parties.

     

    
      
        
        

      

      
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    7.2.15  Fiscal
Year.  The Borrower
shall not, and shall cause each of its Subsidiaries to not change its fiscal
year from the twelve-month period ending December 31.

     

    7.2.16  Issuance
of Stock.  The Borrower
shall cause each of its Subsidiaries to not issue any additional shares of their
capital stock or LLC Interests or any options, warrants or other rights in
respect thereof, except in connection with offerings by a Successor Corporation
made pursuant to an offering of securities registered under the Securities Act
of 1933, as amended.

     

    7.2.17  Changes
in Documents.  The Borrower
shall not, and shall cause each of its Subsidiaries to not amend in (i) any
material respect their certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or other organizational documents,
and (ii) any respect the Senior Loan Documents or the Mezzanine Loan Documents
(as applicable); without providing at least three (3) Business Days’ prior
written notice to the Administrative Agent and the Lenders and, in the event
such change would be adverse to the Lenders as determined by the Administrative
Agent in its sole discretion, without obtaining the prior written consent of the
Required Lenders; provided that after the completion of a Rights Offering, the
Borrower may amend its certificate of incorporation or by-laws to increase the
number of authorized shares of Common Stock.

     

    7.2.18  Inconsistent
Agreements.  The Borrower
shall not, and shall cause each of its Subsidiaries to not, and not permit any
other Borrower Affiliate Party to, enter into any agreement (except agreements
relating to the Permitted Senior Debt or the Permitted Mezzanine Debt)
containing any provision which would (a) be violated or breached by any
borrowing by the Borrower hereunder or by the performance by any Borrower
Affiliate Party of any of its Obligations hereunder or under any other Loan
Document, (b) prohibit the Borrower from granting to the Administrative Agent
and the Lenders, a Lien on any of its assets or (c) create or permit to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
of Borrower to (i) pay dividends or make other distributions to the Borrower or
any other Subsidiary of Borrower, or pay any Indebtedness owed to the Borrower
or any other Subsidiary, (ii) make loans or advances to any Borrower Affiliate
Party or (iii) transfer any of its assets or properties to any Borrower
Affiliate Party, other than (a) customary restrictions and conditions contained
in agreements relating to the sale of all or a substantial part of the assets of
any Subsidiary pending such sale, provided that such
restrictions and conditions apply only to the Subsidiary to be sold and such
sale is permitted hereunder, (b) restrictions or conditions imposed by any
agreement relating to purchase money Indebtedness, capital leases and other
secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness and
(c) customary provisions in leases and other contracts restricting the
assignment thereof.

     

    7.2.19  Cancellation
of Indebtedness.  The Borrower
shall not, and shall cause each of its Subsidiaries to not, and not permit any
other Borrower Affiliate Party to, cancel any claim or debt owing to it, except
for reasonable consideration or in the ordinary course of business.

    


    
      
        
           


        

        
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    7.2.20  [Reserved]

     

    7.2.21  Tax
Shelter Regulations.  The Borrower does
not intend to treat the Loan and related transactions as being a “reportable
transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In
the event any of the Borrower Affiliate Parties determines to take any action
inconsistent with such intention, the Borrower will promptly (1) notify the
Administrative Agent thereof, and (2) deliver to the Administrative Agent a duly
completed copy of IRS Form 8886 or any successor form.  If the
Borrower so notifies the Administrative Agent, the Borrower acknowledges that
one or more of the Lenders may treat its Loan as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, will maintain the lists and other records required by such
Treasury Regulation.

     

    7.2.22  Amendment
of Additional Project Documents.  The Borrower
shall not, and shall cause each of its Subsidiaries to not (i) agree to or
permit the cancellation, suspension or termination of any Project Document, any
Senior Loan Document or any Mezzanine Loan Document; (ii) sell, assign or
otherwise dispose of (by operation of law or otherwise) any part of its interest
in any Project Document; (iii) waive any material default under or material
breach of any Project Document or waive, fail to enforce, forgive or release any
right, interest or entitlement, howsoever arising, under or in respect of any
Project Document; (iv) petition, request or take any other legal or
administrative action that seeks, or may be expected, to rescind, terminate or
suspend any Project Document or amend or modify all or any part thereof; (v)
exercise any right to initiate an arbitration proceeding under any Project
Document or take any action with respect to any arbitration proceeding involving
any other party to a Project Document; (vi) agree to or permit the assignment of
any rights or the delegation of any obligations of any Project Participant under
any Project Document except as permitted without the consent of the Borrower
Affiliate Parties by the terms of such Project Document; and (vii) amend,
supplement, modify or give any consent in any material respect under any Project
Document or exercise any material option thereunder without the prior written
consent of the Administrative Agent, not to be unreasonably
withheld.

     

    7.2.23  ERISA.  No Borrower nor
any ERISA Affiliate of any Borrower shall at any time establish, maintain,
contribute to or be required or permitted to contribute to any Plan or
Multiemployer Plan.

     

    7.2.24  Certain
Agreements.  The Borrower
shall not and shall cause each of its Subsidiaries to not enter into any
agreement or undertaking (except for the Senior Loan Documents or the Mezzanine
Loan Documents and except pursuant to any agreement approved by the Required
Lenders for the refinancing of the Loan) restricting, or purporting to restrict,
the ability of such entity to (a) amend this Agreement or any other Loan
Document, (b) sell any of its assets, (c) create Liens, (d) create or incur
Indebtedness or (e) make any distribution.

     

    7.3          Reporting
Requirements.  The Borrower
covenants and agrees that until payment in full of the Obligations, and interest
thereon, the Borrower shall, and shall cause each of its Subsidiaries (as
applicable) to furnish or cause to be furnished to the Administrative Agent,
and, upon the reasonable request of any Lender, to such Lender:

    


    
      
        
           


        

        
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    7.3.1     Quarterly
Financial Statements.  As soon as
available and in any event within forty-five (45) days after the end of
each quarterly fiscal period of the Borrower, a copy of the complete unaudited,
consolidated statements of income, retained earnings and cash flow of the
Borrower, and the related unaudited, consolidated balance sheet of the Borrower
as at the end of such period, setting forth in each case in comparative form the
corresponding figures for the corresponding period in the preceding fiscal year,
if any, accompanied by a certificate of an Authorized Officer of the Borrower,
which certificate shall state that said financial statements fairly present the
financial condition and results of operations of the Borrower in accordance with
GAAP, consistently applied, as at the end of, and for, such periods (subject to
normal year-end audit adjustments); provided that filing
such financial statements with the SEC shall satisfy the requirements of this
subsection;

     

    7.3.2     Annual
Financial Statements.  As
soon as available and in any event within one hundred and twenty (120) days
after the end of each fiscal year of the Borrower a copy of the complete
audited, consolidated statements of income, retained earnings and cash flow of
the Borrower, and the related audited, consolidated balance sheet of the
Borrower as at the end of such year and any related audit letter, setting forth
in each case in comparative form the corresponding figures for the preceding
fiscal year, and accompanied by an unqualified opinion thereon of Grant Thornton
LLP or other independent public accountants of recognized national standing,
which opinion shall state that said financial statements fairly present the
financial condition and results of operations of the Borrower, as at the end of,
and for, such fiscal year in accordance with GAAP, and a certificate of
accountants to the Borrower stating that, in making the examination necessary
for their opinion, they obtained no knowledge, except as specifically stated, of
any Event of Default; provided that filing
such financial statements with the SEC shall satisfy the requirements of this
subsection;

     

    7.3.3     Certificate
of the Borrower.  At
the time the Borrower furnishes each set of financial statements pursuant to
Section 7.3.1
[Quarterly Financial Statements] or Section 7.3.2 [Annual
Financial Statements], an officer’s certificate executed by an Authorized
Officer to the effect that no Potential Default or Event of Default has occurred
and is continuing (or, if any Potential Default or Event of Default has occurred
and is continuing, describing the same in reasonable detail and describing what
action the Borrower has taken and proposes to take with respect
thereto);

     

    7.3.4     Notice
of Default.  Promptly
after any officer or director of any Borrower Affiliate Party knows or has a
reasonable basis to believe that any Potential Default or Event of Default or
any default by any Project Participant under any Project Document has occurred,
a written notice of such event describing the same in detail satisfactory to the
Administrative Agent and, together with such notice, a description of what
action such Borrower Affiliate Party or such Project Participant has taken and
proposes to take with respect thereto.

     

    7.3.5     Certain
Events.  The
Borrower shall, and shall cause each of its Subsidiaries to, promptly, but in
any event no later than ten Business Days after any officer or director obtains
knowledge thereof (except if expressly stated differently below), give to the
Administrative Agent written notice of:

     

    
      
        
           


        

        
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    (a)          at
least thirty (30) calendar days prior thereto, with respect to any proposed sale
or transfer of assets pursuant to Section 7.2.11
[Dispositions of Assets or Subsidiaries];

     

    (b)          at
least thirty (30) calendar days prior thereto, with respect to any change in any
Borrower Affiliate Parties’ locations;

     

    (c)          any
pending or threatened application or proceeding by or before any Official Body
for the purpose of revoking, terminating, withdrawing, suspending, modifying or
withholding any Necessary Governmental Approval;

     

    (d)          any
litigation or proceeding affecting any Borrower Affiliate Party,  any
Plant or the Project in which the amount involved is $250,000 or more or in
which injunctive, declaratory or similar relief is requested;

     

    (e)          any
litigation, investigation or proceeding affecting any Project Participant which
if adversely determined would reasonably be expected to have a Material Adverse
Effect;

     

    (f)           the
discovery of any Hazardous Materials on the Land or any other condition that
could give rise to a material violation of or liability under any Environmental
Law or of any Environmental Claim against or affecting any Borrower Affiliate
Party, any Plant or the Project;

     

    (g)          any
request by a Project Participant for an arbitration proceeding under any Project
Document in which the amount involved is $250,000 or more or in which
injunctive, declaratory or similar relief is requested;

     

    (h)          any
(a) Taking, or (b) other casualty, damage or loss to any Property of any
Borrower Affiliate Party, whether or not insured, through fire, theft, other
hazard or event, in excess of $250,000 for any one casualty or loss or
$1,000,000 in the aggregate in any calendar year;

     

    (i)           any
delay for more than seven (7) consecutive days for any reason in the
construction of any Plant or the Project and any unscheduled shutdown or
reduction in operation of any Plant, or any substantial labor dispute which
would lead to such a shutdown or reduction;

     

    (j)           any
actual, proposed or threatened cessation or suspension of the Work for any
reason by the EPC Contractor for a period in excess of 48 hours;

     

    (k)          any
event constituting force majeure under any of the Project Documents or any claim
by any Project Participant alleging that a force majeure event thereunder has
occurred;

     

    (l)           any
event that would reasonably be expected to result in a reduction in
the  water allocation of any Borrower Affiliate Party for the
operation of the Project;

     

    
      
        
           


        

        
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    (m)         any
other event, circumstance, development or condition which could reasonably be
expected to have a Material Adverse Effect; and

     

    Each
notice pursuant to this Section 7.3.5
shall be accompanied by a statement signed by an Authorized Officer of the
Borrower setting forth a description in reasonable detail of the occurrence
referred to therein and stating what action the Borrowers propose to take with
respect thereto.

     

    7.3.6     Other
Information.  The
Borrower shall deliver from time to time, such other information regarding the
financial condition, operations, business or prospects of any Borrower Affiliate
Party, any Plant or the Project or, to the extent obtainable by any Borrower
Affiliate Party upon the exercise of its reasonable efforts, any Project
Participant, as may be reasonably requested by the Administrative
Agent.

     

    7.3.7     Environmental
Reports.  The
Borrower shall deliver within sixty (60) days after the end of each year, a
report summarizing the environmental performance of each Plant over the
preceding year, which report shall include narrative summaries of (i) the
results of any environmental monitoring or sampling activity, (ii) accidents
having an impact on the environment or resulting in the loss of life, (iii)
environmental deficiencies identified by any Official Body and (iv) any
non-compliance with Environmental Laws and any remedial actions taken with
respect thereto.

     

    7.3.8     Operating
Plan and Budget   No less
than forty-five (45) days in advance of the beginning of each Operating Year,
the Borrower will cause its Subsidiaries to adopt an operating plan and a budget
of Operation and Maintenance Expenses for the ensuing Operating
Year.  Such operating plan and budget for an Operating Year is herein
called an “Operating Budget.”  Copies of the proposed Operating Budget
for each period shall be submitted at least forty-five (45) days before final
adoption thereof to the Administrative Agent, and no Operating Budget shall be
adopted without the prior written approval of the Administrative Agent and the
Required Lenders (in consultation with the Independent Engineer).  The
Administrative Agent shall indicate in writing its approval (together with that
of the Required Lenders), disapproval or modifications to the Operating Budget
within twenty (20) days upon receipt of such Operating Budget.  In the
event that the prior written approval of the Administrative Agent and the
Required Lenders for a proposed Operating Budget is not obtained prior to the
first day of the Operating Year to which such proposed Operating Budget relates,
the respective Subsidiary may continue to operate the Project in accordance with
the Operating Budget then in effect with the budgeted cost of each budget item
being increased to the lesser of (i) the amount therefor in the proposed
Operating Budget or (ii) one hundred and two and one-half percent (102.5%) of
the amount of the budgeted cost of such budget item in the current Operating
Budget. Copies of the final Operating Budget so adopted shall be furnished to
the Administrative Agent (and distributed to the Lenders) promptly upon the
adoption thereof; provided that if the initial Operating Budget for any Plant or
the Project is not approved by the administrative agent under the Senior Credit
Agreement, the Borrower shall cause its Subsidiaries to operate such Plant or
the Project in accordance with the Base Case Projections (as defined in the
Senior Credit Agreement) as of the Closing Date (or any update thereof that has
been approved by the administrative agent under the Senior Credit Agreement)
with the budgeted cost of each budget item being no greater than one hundred and
two and one-half percent (102.5%) of the amount of the budgeted cost of such
budget item in such Base Case Projections until an initial Operating Budget is
approved.

    


    
      
        
           


        

        
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    (b)           Each
Operating Budget shall be prepared on a cash basis and shall specify, for each
month during the Operating Year (i) the Project revenues anticipated to be
received, and (ii) the Operation and Maintenance Expenses (by category),
together with a comparative presentation of Operation and Maintenance Expenses
for each month in the prior Operating Year, and shall describe in reasonable
detail (A) the maintenance schedule, anticipated staffing plans, mobilization
schedules, capital expenditure requirements (including the Maintenance Capital
Expenses), equipment acquisitions and spare parts and consumable inventories
(including a breakdown of capital items and expense items), and administrative
activities and (B) any other material underlying assumptions in connection with
the proposed Operating Budget.

     

    (c)           The
Borrower Affiliate Parties may at any time propose an amended annual budget for
the remainder of the then current Operating Year and, when and if so adopted
pursuant to this Section 7.3.8, it
shall be deemed to be and shall be effective as the annual Operating
Budget.  Copies of any such amended Operating Budget which is proposed
shall be furnished at least 10 days before final adoption thereof to the
Administrative Agent, and no such amended Operating Budget shall be adopted
without the prior written approval of the Administrative
Agent.  Copies of the final amended Operating Budget shall be
furnished to the Administrative Agent promptly after adoption
thereof.

     

    8.  DEFAULT

     

    8.1         Events of
Default.  An
“Event of
Default” shall mean the occurrence or existence of any one or more of the
following events or conditions (whatever the reason therefor and whether
voluntary, involuntary or effected by operation of Law):

     

    8.1.1     Payments
Under Loan Documents.  The
Borrower shall fail to pay (i) any principal of or interest on the Loan
(including mandatory prepayments or the payment due at maturity), when such
principal becomes due and in the case of interest, within three Business Days
after the same becomes due, (ii) shall fail to pay any other amount owing
hereunder or under the other Loan Documents on or before five (5) days after
such other amount becomes due in accordance with the terms hereof or thereof or
(iii) shall fail to issue the Warrant pursuant to Section 4.3.2,
in accordance with the terms hereof;

     

    8.1.2     Breach
of Warranty.  Any
representation, warranty or certification made (or deemed made) at any time by
the Borrower Affiliate Parties herein or by the Borrower Affiliate Parties in
any other Loan Document, or in any certificate, other instrument or statement
furnished pursuant to the provisions hereof or thereof, shall prove to have been
false or misleading in any material respect when made or deemed made if such
representation, warranty or certification continues to be false or misleading in
any material respect as of the date in question, and if the circumstances that
rendered such representation, warranty or certification false or misleading
shall be continuing for more than 30 days after any Authorized Officer of the
Borrower has knowledge thereof or receives notice thereof from any
Lender;

     

    
      
        
           


        

        
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    8.1.3     Breach
of Certain Covenants.  The
Borrower shall default in the observance or performance of any covenant
contained in Section 7.1.1
[Preservation of Existence, Etc.], Section 7.1.3
[Maintenance of Insurance], Section 7.1.12
[Performance of Project Documents], Section 7.1.15
[Rights Offering], Section 7.2.1
[Subsidiary Indebtedness], Section 7.2.6
[Liens], Section
7.2.8 [Loans and Investments], Section 7.2.9
[Dividends and Related Distributions], Section 7.2.10
[Liquidations, Mergers, Consolidations, Acquisitions], Section 7.2.11
[Dispositions of Assets or Subsidiaries], Section 7.2.14
[Continuation of or Change in Business], Section 7.2.17
[Changes in Documents], or Section 7.2.22
[Amendment of Additional Project Documents];

     

    8.1.4     Breach
of Other Covenants.  Any
of the Borrower Affiliate Parties shall default in the observance or performance
of any other covenant, condition or provision hereof or of any other Loan
Document, and any of the foregoing defaults shall continue unremedied for a
period of thirty (30) calendar days after any officer of any Borrower Affiliate
Party becomes aware of the occurrence thereof; provided that, if (i)
such failure cannot be cured within such 30-day period, (ii) such failure is
susceptible of cure, (iii) the Borrower and any other applicable Borrower
Affiliate Party is proceeding with diligence and in good faith to cure such
failure, (iv) the existence of such failure does not impair the Liens on
the Collateral, (v) the existence of such failure has not had and cannot, after
considering the nature of the proposed cure, be reasonably expected to have a
Material Adverse Effect, and (vi) the Administrative Agent shall have received
an officer’s certificate executed by an Authorized Officer to the effect of
clauses (i), (ii), (iii), (iv) and (v) above and stating what actions such
Borrower and any applicable Borrower Affiliate Party is taking to cure such
failure, then the time within which such failure may be cured shall be extended
to such date, not to exceed a total of 60 days after the end of such 30-day
period, as shall be necessary for such Borrower and any applicable Borrower
Affiliate Party diligently to cure such failure;

     

    8.1.5     Defaults
in Other Agreements or Indebtedness.  (A)
A default or event of default shall occur at any time under the terms of any (i)
master lease agreement for any Borrower Affiliate Party’s commercial vehicles or
real property lease which involves the payment of aggregate amounts in excess of
$100,000 and which entitles the lessor thereunder to terminate or accelerate
such lease (after giving effect to any applicable cure periods under such
lease), (ii) any Senior Loan Document, (iii) any Mezzanine Loan Document, (iv)
any other agreement involving borrowed money or the extension of credit or any
other Indebtedness under which any Borrower Affiliate Party may be obligated as
a borrower or guarantor in an aggregate amount in excess of $100,000 or (B)
failure to pay any indebtedness (after giving effect to any applicable cure
periods under such indebtedness) in an aggregate amount in excess of $100,000
when due occurs (whether at stated maturity, by acceleration or otherwise) or if
such breach or default permits or causes the acceleration of any indebtedness
(whether or not such right shall have been waived) or the termination of any
commitment to lend;

     

    8.1.6     Final
Judgments or Orders.  Any
final judgments or orders for the payment of money in excess of $2,000,000 in
the aggregate (exclusive of amounts covered by insurance) shall be entered
against any Borrower Affiliate Party by a court having jurisdiction in the
premises, which judgment is not discharged, vacated, bonded or stayed pending
appeal within a period of thirty (30) days from the date of entry;

     

    
      
        
           


        

        
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    8.1.7     Loan
Document Unenforceable.  Any
of the Loan Documents shall cease to be legal, valid and binding agreements
enforceable against the party executing the same or such party’s successors and
assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance
with its terms) or become or be declared ineffective or inoperative or shall in
any way be challenged or contested or cease to give or provide the respective
Liens, security interests, rights, titles, interests, remedies, powers or
privileges intended to be created thereby and except to the extent that the
enforceability of such document or Lien may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors' rights generally;

     

    8.1.8     Uninsured
Losses; Proceedings Against Assets.  A
material part of the Project shall be destroyed or suffer an actual or
constructive loss and, as a result thereof, any Plant shall be unable to operate
for three (3) Business Days in excess of the period during which all Operation
and Maintenance Expenses and Debt Service (as defined in the Senior Credit
Agreement) shall be fully covered by delayed start up or business interruption
insurance (except for the period corresponding to the deductible
thereunder);

     

    8.1.9     Termination of Rights
Offering.  (i)  Borrower terminates the Rights
Offering Letter Agreement for any reason other than in accordance with the
Borrower’s election to pursue a Substitute Transaction as expressly permitted in
Section 20 of the Rights Offering Letter Agreement, (ii) the occurrence of any
breach under Section
4.5.3 or (iii) Borrower contests the validity of the Rights Offering
Letter Agreement in any manner.

     

    8.1.10   Insolvency.  Any Borrower
Affiliate Party ceases to be solvent or admits in writing its inability to pay
its debts as they mature;

     

    8.1.11   Cessation
of Business.  Any Borrower
Affiliate Party ceases to conduct its business as contemplated, except as
expressly permitted under Section 7.2.10
[Liquidations, Mergers, Consolidations, Acquisitions] or 7.2.11 [Dispositions
of Assets or Subsidiaries], or any Borrower Affiliate Party is enjoined,
restrained or in any way prevented by court order from conducting all or any
material part of its business and such injunction, restraint or other preventive
order is not dismissed within thirty (30) days after the entry
thereof;

     

    8.1.12   Change
of Control.  A Change of
Control shall occur.

     

    8.1.13   Breach of Material
Agreement. (i) Any material breach by
the Borrower of the Rights Offering Letter Agreement; provided that, no
such material breach shall constitute an Event of Default if cured in accordance
with the applicable provisions of the Rights Offering Letter Agreement or (ii)
the occurrence of (a) any breach of any provision of the Cargill Acknowledgement
Letter (whether by Borrower or Cargill) or (b) any modification, waiver,
amendment or termination of the Cargill Acknowledgement Letter.

     

    8.1.14   Executive
Management Waiver Agreements. The failure of the Borrower
to secure on or before October 8, 2010, an executed Executive Management Waiver
Agreement from each of the individuals identified on Schedule
1.1(B).

     

    
      
        
           


        

        
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    8.1.15   Involuntary
Proceedings.  A proceeding
shall have been instituted in a court having jurisdiction in the premises
seeking a decree or order for relief in respect of any Borrower Affiliate Party
an involuntary case under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, or for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Borrower Affiliate Party for any substantial part
of its property, or for the winding-up or liquidation of its affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a period of
sixty (60) consecutive days or such court shall enter a decree or order granting
any of the relief sought in such proceeding; or

     

    8.1.16   Voluntary
Proceedings.  Any Borrower
Affiliate Party shall commence a voluntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or other similar official) of itself or for any substantial part of its
property or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any
action in furtherance of any of the foregoing.

     

    8.2          Consequences of Event of
Default.

     

    8.2.1     Events
of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings.  If any Event of
Default specified under Sections 8.1.1
[Payments under Loan Documents] through 8.1.14 [Executive Management Waiver
Agreements] shall occur and be continuing, the Lenders and the Administrative
Agent may, and upon the request of the Required Lenders, shall by written notice
to the Borrower, declare the unpaid principal amount of the Notes and
Obligations then outstanding and all interest accrued thereon, any unpaid fees
and all other Indebtedness of the Borrower to the Lenders hereunder and
thereunder to be forthwith due and payable, and the same shall thereupon become
and be immediately due and payable to the Administrative Agent for the benefit
of each Lender without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived.

     

    8.2.2     Bankruptcy,
Insolvency or Reorganization Proceedings.  If
an Event of Default specified under Section 8.1.15
[Involuntary Proceedings] or 8.1.16 [Voluntary
Proceedings] shall occur, the unpaid principal amount of the Loan then
outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived;

     

    8.2.3     Suits,
Actions, Proceedings.  If
an Event of Default shall occur and be continuing, and whether or not the
Administrative Agent shall have accelerated the maturity of the Loan pursuant to
any of the foregoing provisions of this Section 8.2
[Consequences of Events of Default], the Administrative Agent or any Lender, if
owed any amount with respect to the Loan, may proceed to protect and enforce its
rights by suit in equity, action at law and/or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in
this Agreement or the other Loan Documents and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment thereof or any
other legal or equitable right of the Administrative Agent or such
Lender;

     

    
      
        
           


        

        
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    8.2.4      Application
of Proceeds.  From
and after the date on which the Administrative Agent has taken any action
pursuant to this Section 8.2
[Consequences of Events of Default] and until all Obligations of the Borrower
Affiliate Parties have been paid in full (other than contingent indemnification
obligations to the extent no claims giving rise thereto have been asserted), any
and all proceeds received by the Administrative Agent or any Lender from any
sale or other disposition of the Collateral, or any part thereof, or the
exercise of any other remedy by the Administrative Agent, shall be applied as
follows:

     

    (a)           first,
to reimburse the Administrative Agent and the Lenders for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys’ fees and legal
expenses, incurred by the Administrative Agent or the Lenders in connection with
realizing on the Collateral or collection of any Obligations of the Borrower
Affiliate Parties under any of the Loan Documents, including advances made by
the Lenders or any one of them or the Administrative Agent for the maintenance,
preservation, protection or enforcement of, or realization upon, the Collateral,
including advances for taxes, insurance, repairs and the like and expenses
incurred to sell or otherwise realize on, or prepare for sale or other
realization on, any of the Collateral;

     

    (b)           second,
to the repayment of all Indebtedness then due and unpaid of the Borrower
Affiliate Parties to the Lenders incurred under this Agreement or any of the
other Loan Documents, whether of principal, interest, fees, expenses or
otherwise, in such manner as the Administrative Agent may determine in its
discretion, in each case to be allocated among the Lenders in accordance with
their Ratable Share; and

     

    (c)           the
balance, if any, to the Borrower or as otherwise as required by
Law.

     

    8.2.5      Other
Rights and Remedies.  In
addition to all of the rights and remedies contained in this Agreement or in any
of the other Loan Documents, the Administrative Agent shall have all of the
rights and remedies of a secured party under the Uniform Commercial Code or
other applicable Law, all of which rights and remedies shall be cumulative and
non-exclusive, to the extent permitted by Law.  The Administrative
Agent may, and upon the request of the Required Lenders shall, exercise all
post-default rights granted to the Administrative Agent and the Lenders under
the Loan Documents or applicable Law.

     

    9.  THE ADMINISTRATIVE
AGENT

     

    9.1          Appointment.  Each Lender
hereby irrevocably designates, appoints and authorizes the Administrative Agent
to act as agent for such Lender under this Agreement and to execute and deliver
or accept on behalf of each of the Lenders the other Loan
Documents.  Each Lender hereby irrevocably authorizes, and each holder
of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required of
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto.  The Administrative Agent agrees to act
as the agent on behalf of the Lenders to the extent provided in this
Agreement.

     

    
      
        
           


        

        
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    9.2          Duties; Delegation of
Duties.  The
Administrative Agent may perform any of its duties hereunder by or through
agents or employees (provided such delegation does not constitute a
relinquishment of its duties as Administrative Agent) and, subject to Sections 9.5 [Exculpatory
Provisions; Limitations of Liability.] and 9.6 [Reimbursement
and Indemnification of Administrative Agent by Lenders], shall be entitled to
engage and pay for the advice or services of any attorneys, accountants or other
experts concerning all matters pertaining to its duties hereunder and to rely
upon any advice so obtained.

     

    9.2.1     
Collateral Matters.  Without limiting
the foregoing, the Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, (a) to release any Lien granted to or held by
the Administrative Agent under any Loan Document (i) upon payment in full of the
Loan and all other obligations of the Borrower Affiliate Parties hereunder; (ii)
constituting property sold or to be sold or disposed of as part of or in
connection with any disposition permitted hereunder; or (iii) subject to Section 10.1.2
[Release of Collateral], if approved, authorized or ratified in writing by the
Required Lenders; or (b) with the prior written consent of Required Lenders, to
subordinate its interest in any collateral to any holder of a Lien on such
collateral which is permitted by Section 7.2.6
[Liens], it being understood that the Administrative Agent may conclusively rely
on a certificate from the Borrower Affiliate Parties in determining whether the
Indebtedness secured by any such Lien is permitted by Section 7.2.1
[Subsidiary Indebtedness].  Upon request by the Administrative Agent
at any time, the Lenders will confirm in writing the Administrative Agent’s
authority to release, or subordinate its interest in, particular types or items
of collateral pursuant to this Section
9.2.1.

     

    9.2.2     
Administrative Agent May File Proofs of
Claim.  Without limiting
the foregoing, in case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Borrower Affiliate Party, the
Administrative Agent (irrespective of whether the principal of the Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     

    (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loan, and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under
this Agreement) allowed in such judicial proceedings; and

     

    (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    
      
        
           


        

        
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    (c)           and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under this Agreement.

     

    (d)           Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

     

    9.3         Nature of Duties;
Independent Credit Investigation.  The
Administrative Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist except as otherwise provided for under applicable
Law.  The duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have by reason of
this Agreement a fiduciary or trust relationship in respect of any Lender; and
nothing in this Agreement, expressed or implied, is intended to or shall be so
construed as to impose upon the Administrative Agent any obligations in respect
of this Agreement except as expressly set forth herein.  Without
limiting the generality of the foregoing, the use of the term “agent” in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law.  Instead, such term is used merely as
a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.  Each Lender expressly acknowledges (i) that the
Administrative Agent has not made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of the Borrower Affiliate Parties, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender; (ii) that
it has made and will continue to make, without reliance upon the Administrative
Agent, its own independent investigation of the financial condition and affairs
and its own appraisal of the creditworthiness of the Borrower Affiliate Parties
in connection with this Agreement and the making and continuance of the Loan
hereunder; and (iii) except as expressly provided herein, that the
Administrative Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto.

     

    9.4         Actions in Discretion of
Administrative
Agent;
Instructions From the Lenders.  The
Administrative Agent agrees, upon the written request of the Required Lenders,
to take or refrain from taking any action of the type specified as being within
the Administrative Agent’s rights, powers or discretion herein, provided that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or applicable Law.  In the
absence of a request by the Required Lenders, the Administrative Agent shall
have authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Lenders
or all of the Lenders.  Any action taken or failure to act pursuant to
such instructions or discretion shall be binding on the Lenders, subject to
Section 9.5
[Exculpatory Provisions, Limitations of Liability].  Subject to the
provisions of Section
9.5 [Exculpatory Provisions, Limitation of Liability], no Lender shall
have any right of action whatsoever against the Administrative Agent as a result
of the Administrative Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required Lenders, or in the absence of
such instructions, in the absolute discretion of the Administrative
Agent.

     

    
      
        
           


        

        
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    9.5         Exculpatory Provisions;
Limitation of Liability.  Neither
the Administrative Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (i) be liable to any Lender for any action taken
or omitted to be taken by it or them hereunder, or in connection herewith
including pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (ii) be responsible in any manner to any of
the Lenders for the effectiveness, enforceability, genuineness, validity or the
due execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (c) be under any obligation to any of the Lenders to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of the Borrower Affiliate Parties, or
the financial condition of the Borrower Affiliate Parties, or the existence or
possible existence of any Event of Default or Potential Default. No claim may be
made by any Borrower Affiliate Party, any Lender, the Administrative Agent or
any of their respective Subsidiaries against the Administrative Agent, any
Lender or any of their respective directors, officers, employees, agents,
attorneys or Affiliates, or any of them, for any special, indirect or
consequential damages or, to the fullest extent permitted by Law, for any
punitive damages in respect of any claim or cause of action (whether based on
contract, tort, statutory liability, or any other ground) based on, arising out
of or related to any Loan Document or the transactions contemplated hereby or
any act, omission or event occurring in connection therewith, including the
negotiation, documentation, administration or collection of the Loan, and the
Borrower Affiliate Parties, the Administrative Agent and each Lender hereby
waive, release and agree never to sue upon any claim for any such damages,
whether such claim now exists or hereafter arises and whether or not it is now
known or suspected to exist in its favor.  Each Lender agrees that,
except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder or given to the
Administrative Agent for the account of or with copies for the Lenders, the
Administrative Agent and each of its directors, officers, employees, agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower Affiliate Parties which may come into the possession of the
Administrative Agent or any of its directors, officers, employees, agents,
attorneys or Affiliates.

    


    
      
        
           


        

        
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    9.6         Reimbursement and
Indemnification of Administrative Agent by
Lenders.  Whether
or not the transactions contemplated hereby are consummated, each Lender agrees
to reimburse and indemnify the Administrative Agent (to the extent not
reimbursed by the Borrower and without limiting the Obligation of the Borrower
to do so) in proportion to its Ratable Share from and against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements, including attorneys’ fees and disbursements
(including the allocated costs of staff counsel), and costs of appraisers and
environmental consultants, of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent, in its capacity as
such, in any way relating to or arising out of this Agreement or any other Loan
Document or any action taken or omitted by the Administrative Agent hereunder or
thereunder, provided that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements if the
same results from the Administrative Agent’s gross negligence or willful
misconduct.  In addition, each Lender agrees promptly upon demand to
reimburse the Administrative Agent (to the extent not reimbursed by the Borrower
and without limiting the Obligation of Borrower to do so) in proportion to its
Ratable Share for all amounts due and payable by the Borrower to the
Administrative Agent in connection with the Administrative Agent’s periodic
audit of the Borrower Affiliate Parties’ books, records and business
properties.  No action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section.  Without limitation the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its Ratable Share of any costs or out of pocket expenses (including attorney
costs and taxes) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Borrower.  The undertaking in this Section 9.6 shall
survive repayment of the Loan, cancellation of the Notes, any foreclosure under,
or modification, release or discharge of, any or all of the Loan Documents,
termination of this Agreement and the resignation or replacement of the
Administrative Agent.

     

    9.7         Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon any writing, telegram or
teletype message, resolution, notice, consent, certificate, letter, cablegram,
statement, order or other document or conversation by telephone or otherwise
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon the advice and opinions of counsel and
other professional advisers selected by the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder unless it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.

     

    9.8         Notice of
Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Potential Default or Event of Default unless the
Administrative Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a “notice of default.”

     

    9.9         Notices.  The
Administrative Agent shall promptly send to each Lender a copy of all notices
received from the Borrower pursuant to the provisions of this Agreement or the
other Loan Documents promptly upon receipt thereof.

     

    
      
        
           


        

        
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    9.10      Lenders in Their Individual
Capacities; Administrative Agent in its Individual Capacity.  With
respect to any Commitment of one of its Affiliates, the Term Loan, and any other
rights and powers given to an Affiliate of the Administrative Agent as a Lender
hereunder or under any of the other Loan Documents, any such Affiliate shall
have the same rights and powers hereunder as any other Lender and may exercise
the same as though it were not an Affiliate of the Administrative
Agent.  The Administrative Agent and its Affiliates and each of the
Lenders and their respective Affiliates may, without liability to account,
except as prohibited herein, make loans to, acquire equity interests in,
discount drafts for, act as trustee under indentures of, and generally engage in
any kind of lending trust, financial advisory, underwriting or other business
with, the Borrower Affiliate Parties and their Affiliates, in the case of the
Administrative Agent, as though it were not acting as agent hereunder and in the
case of each Lender, as though such Lender were not a Lender hereunder, in each
case without notice to or consent of the other Lenders.  The Lenders
acknowledge that, pursuant to such activities, the Administrative Agent or its
Affiliates may (i) receive information regarding the Borrower Affiliate Parties
or any of its Subsidiaries or Affiliates (including information that may be
subject to confidentiality obligations in favor of the Borrower Affiliate
Parties or such Subsidiary or Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation to provide such information to them, and (ii)
accept fees and other consideration from the Borrower Affiliate Parties for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

     

    9.11      Holders of
Notes.  The
Administrative Agent may deem and treat any payee of any Note as the owner
thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent.  Any request, authority or consent of any Person who at the
time of making such request or giving such authority or consent is the holder of
any Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any Note or Notes issued in exchange
therefor.

     

    9.12      Equalization of
Lenders.  The
Lenders and the holders of any participations in any Notes agree among
themselves that, with respect to all amounts received by any Lender or any such
holder for application on any Obligation hereunder or under any Note or under
any such participation, whether received by voluntary payment, by realization
upon security, by the exercise of the right of set-off, by counterclaim or by
any other non-pro rata source, equitable adjustment will be made in the manner
stated in the following sentence so that, in effect, all such excess amounts
will be shared ratably among the Lenders and such holders in proportion to their
interests in payments under the Notes, except as otherwise provided in Section 4.6
[Additional Compensation in Certain Circumstances].  The Lenders or
any such holder receiving any such amount shall return any proceeds to the
Administrative Agent, and the Administrative Agent shall distribute said
proceeds based on each Lender’s Ratable Share.

     

    9.13      Successor Administrative
Agent.  The
Administrative Agent may resign as Administrative Agent by giving not less than
thirty (30) days’ prior written notice to the Lenders and the Borrower. If the
Administrative Agent shall resign under this Agreement, then either (i) the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders, subject to the consent of the Borrower, such consent not to be
unreasonably withheld, or (ii) if a successor agent shall not be so appointed
and approved within the thirty (30) day period following the Administrative
Agent’s notice to the Lenders of its resignation, then the Administrative Agent
shall appoint, with the consent of the Borrower, such consent not to be
unreasonably withheld, a successor agent who shall serve as Administrative Agent
until such time as the Required Lenders, appoint and the Borrower consents to
the appointment of, a successor agent.  Upon its appointment pursuant
to either clause (i) or (ii) above, such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent, effective upon its
appointment, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement.  After the resignation of any Administrative Agent
hereunder, the provisions of this Article 9 [the
Administrative Agent] shall inure to the benefit of such former Administrative
Agent and such former Administrative Agent shall not by reason of such
resignation be deemed to be released from liability for any actions taken or not
taken by it while it was an Administrative Agent under this
Agreement.

     

    
      
        
           


        

        
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    9.14      Availability of
Funds.  The
Administrative Agent may assume that each Lender has made or will make the
proceeds of the Loan available to the Administrative Agent unless the
Administrative Agent shall have been notified by such Lender on or before the
close of Business on the Business Day preceding the Closing Date with respect to
the Loan.  The Administrative Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrower a
corresponding amount.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such amount on demand from such Lender (or,
if such Lender fails to pay such amount forthwith upon such demand from the
Borrower) together with interest thereon, in respect of each day during the
period commencing on the date such amount was made available to the Borrower and
ending on the date the Administrative Agent recovers such amount, at a rate per
annum equal to the Interest Rate.

     

    9.15      Calculations.  In
the absence of gross negligence or willful misconduct, the Administrative Agent
shall not be liable for any error in computing the amount payable to any Lender
whether in respect of the Loan, fees or any other amounts due to the Lenders
under this Agreement.  In the event an error in computing any amount
payable to any Lender is made, the Administrative Agent, the Borrower and each
affected Lender shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Interest Rate.

     

    9.16      Beneficiaries.  Except
as expressly provided herein or as required by applicable law, the provisions of
this Article 9
[the Administrative Agent] are solely for the benefit of the Administrative
Agent and the Lenders, and the Borrower Affiliate Parties shall not have any
rights to rely on or enforce any of the provisions hereof.  In
performing its functions and duties under this Agreement, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation toward or relationship of agency or
trust with or for any of the Borrower Affiliate Parties.

     

    10.  MISCELLANEOUS

     

    10.1      Modifications, Amendments or
Waivers.  With
the written consent of the Required Lenders, the Administrative Agent, acting on
its own behalf and on behalf of all the Lenders, and the Borrower Affiliate
Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Lenders or the Borrower Affiliate Parties hereunder or thereunder,
or may grant written waivers or consents to a departure from the due performance
of the Obligations of the Borrower Affiliate Parties hereunder or
thereunder.  Any such agreement, waiver or consent made with such
written consent shall be effective to bind all the Lenders and the Borrower
Affiliate Parties; provided, that,
without the written consent of all the Lenders, no such agreement, waiver or
consent may be made which will:

     

    
      
        
           


        

        
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    10.1.1   Extension
of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of
Payment.  Extend
the time for payment of principal or interest of the Loan, the Bridge Loan
Funding Fee or any other fee payable to any Lender, or reduce the principal
amount of or the rate of interest borne by the Loan or reduce the Bridge Loan
Funding Fee or any other fee payable to any Lender, or otherwise affect the
terms of payment of the principal of or interest of the Loan, the Bridge Loan
Funding Fee or any other fee payable to any Lender (it being understood that a
waiver of the application of the Penalty Rate of interest pursuant to Section 3.2 [Interest
After Default] shall require only the approval of the Required
Lenders);

     

    10.1.2   Release
of Collateral.  Except
for sales of assets permitted by Section 7.2.11
[Dispositions of Assets or Subsidiaries], or as a result of any merger or
consolidation permitted by Section 7.2.10
[Liquidations, Mergers, Consolidations, Acquisitions], release any Collateral
consisting of the LLC Interests of BFE Energy owned by the Borrower or any other
security for any of the Borrower Affiliate Parties’ Obligations; or

     

    10.1.3   Miscellaneous.  Amend
Sections 4.2
[Pro Rata Treatment of Lenders], 7.2.11 [Dispositions
of Assets or Subsidiaries], 9.5 [Exculpatory
Provisions; Limitation of Liability] or 9.12 [Equalization of
Lenders] or this Section 10.1, alter
any provision regarding the pro rata treatment of the Lenders, change the
definition of Required Lenders, or change any requirement providing for the
Lenders or the Required Lenders to authorize the taking of any action hereunder;
provided, further, that no
agreement, waiver or consent which would modify the interests, rights or
obligations of the Administrative Agent in its capacity as Administrative Agent
shall be effective without the written consent of the Administrative
Agent.

     

    10.2        No Implied Waivers;
Cumulative Remedies; Writing Required.  No
course of dealing and no delay or failure of the Administrative Agent or any
Lender in exercising any right, power, remedy or privilege under this Agreement
or any other Loan Document shall affect any other or future exercise thereof or
operate as a waiver thereof, nor shall any single or partial exercise thereof or
any abandonment or discontinuance of steps to enforce such a right, power,
remedy or privilege preclude any further exercise thereof or of any other right,
power, remedy or privilege.  The rights and remedies of the
Administrative Agent and the Lenders under this Agreement and any other Loan
Documents are cumulative and not exclusive of any rights or remedies which they
would otherwise have.  Any waiver, permit, consent or approval of any
kind or character on the part of any Lender of any breach or default under this
Agreement or any such waiver of any provision or condition of this Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing.

     

    
      
        
           


        

        
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    10.3        Reimbursement and
Indemnification of Lenders by the Borrower; Taxes.  Whether
or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to pay promptly (i) all reasonable out of pocket costs and expenses of
negotiation, preparation and execution of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all costs and expenses
of furnishing all opinions by counsel for Borrower (including any opinions
requested by Administrative Agent or Lenders as to any legal matters arising
hereunder) and of Borrower’s performance of and compliance with all agreements
and conditions on its part to be performed or complied with under this Agreement
and the other Loan Documents including with respect to confirming compliance
with environmental, insurance and solvency requirements; (iii) all reasonable
fees, expenses and disbursements of counsel to the Administrative Agent in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by the Borrower or any
other Borrower Affiliate Party; (iv) all reasonable fees, expenses and
disbursements of counsel to any Lender in connection with the negotiation,
preparation, execution and administration of the Loan Documents and any
consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by the Borrower or any other Borrower Affiliate
Party, (v) all costs and expenses of creating and perfecting Liens in favor of
the Administrative Agent on behalf of Lenders, including filing and recording
fees, expenses and taxes, stamp or documentary taxes, search fees, title
insurance premiums, if applicable, and reasonable fees, expenses and
disbursements of counsel to the Administrative Agent and of counsel providing
any opinions that the Administrative Agent or Required Lenders may request in
respect of the Collateral or the Liens created pursuant thereto; (vi) all costs
and expenses incurred by the Administrative Agent in connection with the custody
or preservation of any of the Collateral; (vii) all other costs and expenses
incurred on or before the Closing Date by the Administrative Agent; (viii) all
costs and expenses, including reasonable attorneys’ fees and fees, costs and
expenses of accountants, advisors and consultants, incurred by the
Administrative Agent or any Lender and their counsel relating to efforts to (a)
evaluate or assess any Borrower Affiliate Party, its business or financial
condition and (b) protect, evaluate, assess or dispose of the Collateral; and
(ix) all costs and expenses, including reasonable attorneys’ fees, fees, costs
and expenses of accountants, advisors and consultants and costs of settlement,
incurred by the Administrative Agent and Lenders in enforcing any Obligations of
or in collecting any payments due from any Borrower Affiliate Party hereunder or
under the other Loan Documents (including in connection with the sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Loan Documents) or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a “work-out” or pursuant to any insolvency or bankruptcy
proceedings.  The Borrower agrees unconditionally to save the
Administrative Agent and the Lenders harmless from and against any and all
present or future claims, liabilities or losses with respect to or resulting
from any omission to pay or delay in paying any such taxes, fees or
impositions.

     

    10.4       Holidays.  Whenever
payment of the Loan to be made or taken hereunder shall be due on a day which is
not a Business Day such payment shall be due on the next Business Day and such
extension of time shall be included in computing interest and fees, except that
the Loan shall be due on the Business Day preceding the Maturity Date if the
Maturity Date is not a Business Day.  Whenever any payment or action
to be made or taken hereunder (other than payment of the Loan) shall be stated
to be due on a day which is not a Business Day, such payment or action shall be
made or taken on the next following Business Day, and such extension of time
shall be included in computing interest or fees, if any, in connection with such
payment or action.

     

    
      
        
           


        

        
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    10.5       Notices.  All
notices, requests, demands, directions and other communications (as used in this
Section 10.5,
collectively referred to as “notices”) given to or made upon any party hereto
under the provisions of this Agreement shall be by telephone or in writing
(including facsimile communication) unless otherwise expressly permitted
hereunder and shall be delivered or sent by facsimile or via
nationally-recognized overnight courier, by hand or U.S. mail to the respective
parties at the addresses and numbers set forth under their respective names on
Schedule 1.1(A)
hereof or in accordance with any subsequent unrevoked written direction from any
party to the others.  All notices shall, except as otherwise expressly
herein provided, be effective (a) in the case of facsimile, when received, (b)
in the case of hand-delivered notice, when hand-delivered, (c) in the case of
telephone, when telephoned, provided, however, that in
order to be effective, telephonic notices must be confirmed in writing no later
than the next Business Day by letter or facsimile, (d) if given by mail, four
(4) days after such communication is deposited in the mail with first-class
postage prepaid, return receipt requested, and (e) if given by any other means
(including by air courier), when delivered; provided, that
notices to the Administrative Agent shall not be effective until
received.  Any Lender giving any notice to any Borrower Affiliate
Party shall simultaneously send a copy thereof to the Administrative Agent, and
the Administrative Agent shall promptly notify the other Lenders of the receipt
by it of any such notice.

     

    10.6       Severability.  The
provisions of this Agreement are intended to be severable.  If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any
jurisdiction.

     

    10.7       Governing
Law.  This
Agreement shall be deemed to be a contract under the Laws of the State of New
York and for all purposes shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without regard to its
conflict of laws principles (other than Section 5-1401 of the New York General
Obligations Laws).

     

    10.8       Prior
Understanding.  This
Agreement and the other Loan Documents supersede all prior understandings and
agreements, whether written or oral, between the parties hereto and thereto
relating to the transactions provided for herein and therein, including any
prior confidentiality agreements and commitments.

     

    10.9       Duration;
Survival.  All
representations and warranties of the Borrower Affiliate Parties contained
herein or made in connection herewith shall survive the making of the Loan and
shall not be waived by the execution and delivery of this Agreement, any
investigation by the Administrative Agent or the Lenders, the making of the
Loan, or payment in full of the Loan.  All covenants and agreements of
the Borrower Affiliate Parties contained in Sections 7.1
[Affirmative Covenants], 7.2 [Negative
Covenants] and 7.3 [Reporting
Requirements] herein shall continue in full force and effect from and after the
date hereof until payment in full of the Loan.  All covenants and
agreements of the Borrower contained herein relating to the payment of
additional compensation or expenses and indemnification, including those set
forth in the Notes, Article 4 [Payments]
and Sections
9.6 [Reimbursement of Administrative Agent by Lenders, Etc.] and 10.3 [Reimbursement
of Lenders by the Borrower; Etc.], shall survive payment in full of the
Loan.

     

    
      
        
           


        

        
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    10.10     Successors and
Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the Lenders,
the Administrative Agent, the Borrower Affiliate Parties and their respective
successors and assigns, except that the Borrower Affiliate Parties may not
assign or transfer any of their rights and Obligations hereunder or any interest
herein.  Each Lender may at any time make assignments (including
pledges and grants of security interests) of all or any part of the respective
Lender’s pro rata portion of the Loan to one or more Lenders or any Affiliate
thereof.  Each Lender may make assignments (including pledges and
grants of security interests) of all or any part of the respective Lender’s pro
rata portion of the Loan to any Person if (i) there exists an Event of Default
or (ii) such Lender obtains the consent of the Borrower.  In the case
of an assignment, upon receipt by the Administrative Agent of any assignment and
assumption agreement, the assignee shall have, to the extent of such assignment
(unless otherwise provided therein), the same rights, benefits and obligations
as it would have if it had been a signatory Lender hereunder and the Commitments
shall be adjusted accordingly.  In order to effect any assignment of
all or any part of a Lender’s pro rata portion of the Loan, such Lender shall
surrender any Note subject to such assignment, and the Borrower shall execute
and deliver a new Note to the assignee in an amount equal to the amount of the
respective Lender’s pro rata portion of the Loan.  In addition, the
Borrower shall maintain a book entry system identifying the Commitments and the
pro rata portion of the Loan of each Lender.

     

    (i)           Any
assignee which is not incorporated under the Laws of the United States of
America or a state thereof shall deliver to the Borrower and the Administrative
Agent the form of certificate described in Section 10.16 [Tax
Withholding Clause] relating to federal income tax withholding.  Each
Lender may furnish any publicly available information concerning any Borrower
Affiliate Party and any other information concerning any Borrower Affiliate
Party in the possession of such Lender from time to time to assignees (including
prospective assignees), provided that such assignees
agree to be bound by the provisions of Section 10.11
[Confidentiality].

     

    10.11     Confidentiality.

     

    10.11.1      
General.  The
Administrative Agent and the Lenders each agree to keep confidential all
information obtained from the Borrower Affiliate Parties or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrower specifically designates as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby.  The Administrative Agent and the Lenders shall be permitted
to disclose such information (i) to outside legal counsel, accountants and other
professional advisors who need to know such information in connection with the
administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as
contemplated by Section 10.10
[Successors and Assigns], and prospective assignees who accept confidentiality
obligations in writing as well as any Persons to which any Lender pledges or
grants a security interest in any portion of its rights under this Agreement, or
its Notes or the other Loan Documents who accept confidentiality obligations in
writing, (iii) as otherwise required by applicable Law or by any subpoena or
similar legal process, or in connection with any investigation, regulatory
inquiries or proceeding, (iv) if it becomes publicly available other than
as a result of a breach of this Agreement or becomes available from a source not
known to be subject to confidentiality restrictions or (v) if the Borrower shall
have consented to such disclosure.

     

    
      
        
           


        

        
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    10.11.2      
Sharing Information With Affiliates of the Lenders.  The
Borrower Affiliate Parties acknowledge that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of their Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and, effective upon any such Person’s engagement for
such service, each Borrower Affiliate Party hereby authorizes each Lender to
share any information delivered to such Lender by the Borrower Affiliate Parties
pursuant to this Agreement, or in connection with the decision of such Lender to
enter into this Agreement, to any such Subsidiary or Affiliate of such Lender,
it being understood that any such Subsidiary or Affiliate of any Lender
receiving such information shall be bound by the provisions of Section 10.11.1
[General] as if it were a Lender hereunder.

     

    10.11.3       
Nonliability of Lenders.  The
relationship between Borrower on the one hand and the Lenders and the
Administrative Agent on the other hand shall be solely that of borrower and
lender.  Neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to any Borrower Affiliate Party arising out
of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between the Borrower Affiliate Parties, on the one hand, and
the Administrative Agent and the Lenders, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor.  Neither
the Administrative Agent nor any Lender undertakes any responsibility to any
Borrower Affiliate Party to review or inform any Borrower Affiliate Party of any
matter in connection with any phase of any Borrower Affiliate Party’s business
or operations.  Borrower agrees, on behalf of itself and each other
Borrower Affiliate Party, that neither the Administrative Agent nor any Lender
shall have liability to any Borrower Affiliate Party (whether sounding in tort,
contract or otherwise) for losses suffered by any Borrower Affiliate Party in
connection with, arising out of, or in any way related to the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought.  NO LENDER PARTY SHALL BE LIABLE FOR
ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS
OBTAINED IN CONNECTION WITH THIS AGREEMENT, OTHER THAN RESULTING FROM SUCH
LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR SHALL ANY LENDER HAVE ANY
LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER
BORROWER AFFILIATE PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY
SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN
CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING
DATE).  Borrower acknowledges that it has been advised by counsel in
the negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party.  No joint venture is created hereby
or by the other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Borrower Affiliate Parties
and the Lenders. Notwithstanding anything herein to the contrary, the
information subject to this Section 10.11 shall
not include, and the Administrative Agent and each Lender may disclose without
limitation of any kind, any information with respect to the “tax treatment” and
“tax structure” (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loan and
transactions contemplated hereby.

    


    
      
        
           


        

        
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    10.12    Counterparts.  This
Agreement may be executed by different parties hereto on any number of separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.

     

    10.13    Administrative Agent’s or
Lender’s Consent.  Whenever
the Administrative Agent’s or any Lender’s consent is required to be obtained
under this Agreement or any of the other Loan Documents as a condition to any
action, inaction, condition or event, the Administrative Agent and each Lender
shall be authorized to give or withhold such consent in its sole and absolute
discretion and to condition its consent upon the giving of additional
collateral, the payment of money or any other matter.

     

    10.14    Exceptions.  The
representations, warranties and covenants contained herein shall be independent
of each other, and no exception to any representation, warranty or covenant
shall be deemed to be an exception to any other representation, warranty or
covenant contained herein unless expressly provided, nor shall any such
exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

     

    10.15    CONSENT TO FORUM; WAIVER OF
JURY TRIAL.  EACH
OF THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF THE NEW YORK SUPREME COURT SITTING
IN NEW YORK COUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR
REGISTERED MAIL DIRECTED TO SUCH PERSONS AT THE ADDRESSES PROVIDED FOR IN SECTION 10.5
[NOTICES] AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT THEREOF.  EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE.  EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT
PERMITTED BY LAW.

     

    
      
        
           


        

        
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    10.16    Tax Withholding
Clause.  Each
Lender or assignee of a Lender that is not incorporated under the Laws of the
United States of America or a state thereof (and, upon the written request of
the Administrative Agent, each other Lender or assignee of a Lender) agrees that
it will deliver to each of the Borrower and the Administrative Agent two (2)
duly completed appropriate valid Withholding Certificates (as defined under
§1.1441-1(c)(16) of the Income Tax Regulations (“Regulations”))
certifying its status (i.e., U.S. or foreign person) and, if appropriate, making
a claim of reduced, or exemption from, U.S. withholding tax on the basis of an
income tax treaty or an exemption provided by the Internal Revenue Code. Such
delivery may be made by electronic transmission as described in
§1.1441-1(e)(4)(iv) of the Regulations if the Administrative Agent establishes
an electronic delivery system. The term “Withholding Certificate” means a Form
W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under §1.1441-1(e)(3) of the Regulations; a
statement described in §1.871-14(c)(2)(v) of the Regulations; or any other
certificates under the Code or Regulations that certify or establish the status
of a payee or beneficial owner as a U.S. or foreign person. Each Lender,
assignee or participant required to deliver to the Borrower and the
Administrative Agent a valid Withholding Certificate pursuant to the preceding
sentence shall deliver such valid Withholding Certificate as follows: (A) each
Lender which is a party hereto on the Closing Date shall deliver such valid
Withholding Certificate at least five (5) Business Days prior to the first date
on which any interest or fees are payable by the Borrower hereunder for the
account of such Lender; (B) each assignee or participant shall deliver such
valid Withholding Certificate at least five (5) Business Days before the
effective date of such assignment or participation (unless the Administrative
Agent in its sole discretion shall permit such assignee to deliver such
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Administrative Agent).
Each Lender of assignee which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Borrower and the Administrative
Agent two (2) additional copies of such Withholding Certificate (or a successor
form) on or before the date that such Withholding Certificate expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent Withholding Certificate so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Borrower
or the Administrative Agent. Notwithstanding the submission of a Withholding
Certificate claiming a reduced rate of, or exemption from, United States
withholding tax, the Borrower or the Administrative Agent shall be entitled to
withhold United States federal income taxes at the full 30% withholding rate
with respect to any payments under the Loan Documents if in its reasonable
judgment it is required to do so under the due diligence requirements imposed
upon a withholding agent under §1.1441-7(b) of the Regulations. Further, the
Administrative Agent shall be indemnified under §1.1461-1(e) of the Regulations
against any claims and demands of any Lender or assignee or participant of a
Lender for the amount of any tax it deducts and withholds in accordance with
regulations under §1441 of the Internal Revenue Code. EACH LENDER AGREES TO
INDEMNIFY THE ADMINISTRATIVE AGENT AND HOLD THE ADMINISTRATIVE AGENT HARMLESS
FOR THE FULL AMOUNT OF ANY AND ALL PRESENT OR FUTURE TAXES AND RELATED
LIABILITIES (INCLUDING PENALTIES, INTEREST, ADDITIONS TO TAX AND EXPENSES, AND
ANY TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE TO THE ADMINISTRATIVE
AGENT UNDER THIS SECTION 10.16 WHICH
ARE IMPOSED ON OR WITH RESPECT TO PRINCIPAL, INTEREST OR FEES PAYABLE TO SUCH
LENDER HEREUNDER AND WHICH ARE NOT PAID BY THE BORROWER WHETHER OR NOT SUCH
TAXES OR RELATED LIABILITIES WERE CORRECTLY OR LEGALLY ASSERTED.  THIS
INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE THE ADMINISTRATIVE
AGENT MAKES WRITTEN DEMAND THEREFOR.

     

    
      
        
           


        

        
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    10.17    [Reserved]

     

    10.18    Limitation of
Recourse.  There shall be
full recourse to the Borrower and to BFE Energy and to all of such Borrower
Affiliate Party’s assets for the liabilities of the Borrower under this
Agreement and the other Loan Documents and other Obligations of any Borrower,
but in no event shall any officer, director or holder of any equity interest in
the Borrower be personally liable or obligated for such liabilities and
Obligations of the Borrower.  Nothing contained herein shall affect or
diminish any rights of any Person against any other Person for such other
Person’s fraud, willful misrepresentation, gross negligence or willful
misconduct.

     

    10.19    No Reliance on
Administrative Agent’s Customer Identification Program.  Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, or assignees, may rely on the Administrative Agent to carry out such
Lender’s, Affiliate’s, or assignee’s customer identification program, or other
obligations required or imposed under or pursuant to the USA Patriot Act or the
regulations thereunder, including the regulations contained in 31 CFR 103.121
(as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with any of
the Borrower Affiliate Parties, their Affiliates or their agents, the Loan
Documents or the transactions hereunder or contemplated hereby: (1) any identity
verification procedures, (2) any recordkeeping, (3) comparisons with
government lists, (4) customer notices or (5) other procedures required under
the CIP Regulations or such other Anti-Terrorism Laws.

     

    [signature
pages follow]

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          BIOFUEL
      ENERGY CORP.,

                                                                        
	
                                                                          as
      Borrower

                                                                        
	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/ Scott Pearce

                                                                        
	Name:
      Scott H. Pearce
	Title:
      President &
CEO


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                GREENLIGHT
      APE, LLC

              
	
                as
      Administrative Agent

              
	 
      
	
                By:

              	
                Greenlight
      Capital, Inc., its Manager

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Daniel Roitman

              
	 
      	 
      	
                Daniel
      Roitman

              
	 
      	 
      	
                Chief
      Operating Officer

              
	 
      	 
      
	
                GREENLIGHT CAPITAL OFFSHORE
      PARTNERS, as a
      Lender

              
	 
      	 
      
	
                By:

              	
                Greenlight
      Capital, Inc., its  investment manager

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Daniel Roitman

              
	 
      	 
      	
                Daniel
      Roitman

              
	 
      	 
      	
                Chief
      Operating Officer

              
	 
      	 
      
	
                GREENLIGHT CAPITAL, LP,
      as a Lender

              
	 
      	 
      
	
                By:

              	
                Greenlight
      Capital, LLC, its general partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Daniel Roitman

              
	 
      	 
      	
                Daniel
      Roitman

              
	 
      	 
      	
                Chief
      Operating Officer

              


      

    

     

    Loan
Agreement Signature Page

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	
                    GREENLIGHT CAPITAL QUALIFIED,
      L.P., as a Lender

                  
	 
      
	
                    By:

                  	
                    Greenlight
      Capital, LLC, its general partner

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Daniel Roitman

                  
	 
      	 
      	
                    Daniel
      Roitman

                  
	 
      	 
      	
                    Chief
      Operating Officer

                  
	 
      
	
                    GREENLIGHT
      REINSURANCE, LTD.

                  
	
                    as
      a Lender

                  
	 
      
	
                    By:

                  	
                    DME
      Advisors, L.P., its investment manager

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Daniel Roitman

                  
	 
      	 
      	
                    Daniel
      Roitman

                  
	 
      	 
      	
                    Chief
      Operating Officer

                  
	 
      
	
                    GREENLIGHT CAPITAL (GOLD),
      LP, as a Lender

                  
	 
      
	
                    By:

                  	
                    DME
      Management GP, LLC, its general partner

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Daniel Roitman

                  
	 
      	 
      	
                    Daniel
      Roitman

                  
	 
      	 
      	
                    Chief
      Operating Officer

                  
	 
      	 
      
	
                    GREENLIGHT CAPITAL OFFSHORE
      MASTER (GOLD), LTD., as a Lender

                  
	 
      
	
                    By:

                  	
                    DME
      Capital Management, LP, its investment manager

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Daniel Roitman

                  
	 
      	 
      	
                    Daniel
      Roitman

                  
	 
      	 
      	
                    Chief
      Operating Officer

                  


          

        

      

    

     

    Loan
Agreement Signature Page

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                THIRD POINT LOAN LLC, as
      a Lender

              
	 
      
	
                By:

              	
                /s/ James P. Gallagher

              
	 
      	
                James
      P. Gallagher

              
	 
      	
                Chief
      Administrative Officer

              


      

    

    


    Loan
Agreement Signature Page

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Schedule
1.1(A)

      


      COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES

      Part 1 – Commitments of
Lenders and Addresses for Notices to Lenders

      


      
        
          
            
              	
                      Lender

                    	 	
                      Amount of Commitment

                      for Term Loan ($)

                    	 	 	
                      Ratable Share

                    	 
	 
      	 	 	 	 	 	 
	
                      *Greenlight
      Capital Offshore Partners

                      c/o
      Greenlight Capital, Inc.

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	5,709,080	 	 	 	29.40	%
	
                      *Greenlight
      Capital, LP

                      c/o
      Greenlight Capital, Inc.

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	1,010,000	 	 	 	5.20	%
	
                      *Greenlight
      Capital Qualified, L.P.

                      c/o
      Greenlight Capital, Inc.

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	3,858,000	 	 	 	19.87	 
	
                      *Greenlight
      Reinsurance, LTD.

                      c/o
      DME Advisors, LP

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	1,580,000	 	 	 	8.14	%
	
                      *Greenlight
      Capital (Gold), LP

                      c/o
      DME Capital Management, LP

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	531,000	 	 	 	2.73	%
	
                      *Greenlight
      Capital Offshore

                      Master
      (Gold), LTD.

                      c/o
      DME Capital Management, LP

                      140
      East 45th Street,
      24th
      Floor

                      New
      York, New York 10017

                      Attn:
      Chief Operating Officer

                    	 	 	259,000	 	 	 	1.33	%
	
                      **Third
      Point Loan LLC

                      c/o
      Third Point Advisors, L.L.C.

                      390
      Park Avenue, 18th
      Floor

                      New
      York, New York 10002

                    	 	 	6,473,540.00	 	 	 	33.33	%


            

          

        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      *With
copies to (which shall not constitute notice):

      


      Akin Gump
Strauss Hauer & Feld LLP

      One
Bryant Park

      New York,
New York 10036

      Phone:
(212) 872-1095

      Fax:
(212) 872-1002

      Attn:
Kerry E. Berchem, Esq.

      


      ** With
copies to (which shall not constitute notice):

      


      Wilkie
Farr & Gallagher LLP

      787
Seventh Avenue

      New York,
New York 10019

      Phone:
(212) 728-8267

      Fax:
(212) 728-9267

      Attn:
Michael A. Schwartz, Esq.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Part 2 – Addresses for
Notices to the Administrative Agent and the Borrower

      


      ADMINISTRATIVE
AGENT:

      Greenlight
APE, LLC

      c/o
Greenlight Capital, Inc.

      140 East
45th Street, 24th Floor

      New York,
New York 10017

      Attn:
Chief Operating Officer

      


      BORROWER:

      BioFuel
Energy Corp.

      1625
Broadway, Suite 2400

      Denver,
CO 80202

      Attn:
President

      


      With
copies to (which shall not constitute notice):

      


      Cravath,
Swaine & Moore LLP

      825
Eighth Avenue

      New York,
NY 10019

      Attn:
Craig F. Arcella

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Schedule
1.1(B)

      


      Affiliates
of Borrower

      


      BioFuel
Energy, LLC

      BFE
Holdings, LLC

      BFE
Operating Company, LLC

      Buffalo
Lake Energy, LLC

      Pioneer
Trail Energy, LLC


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.5.1

      


      Qualifications
to do Business

      


      
        	
                1.

              	
                Biofuel
      Energy Corp. is duly licensed or qualified and in good standing in each of
      the following jurisdictions:

              


      

      


      
        
          
            
              	
                      State

                    
	
                      Delaware

                    


            

          

        

      

      


      
        	
                2.

              	
                BioFuel
      Energy, LLC is duly licensed or qualified and in good standing in each of
      the following jurisdictions:

              


      

      


      
        
          
            
              	
                      State

                    
	
                      Delaware

                    
	
                      Minnesota

                    
	
                      Nebraska

                    
	
                      Colorado

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.1.2

      


      Capitalization

      


      Authorized
Interests in BioFuel Energy Corp.

      Issued
to: Not Applicable (public company)

      


      Authorized
Interests in BioFuel Energy, LLC

      Issued
to:

       

      
  

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      Schedule
5.1.14

      


      Real
Property

      


      BUFFALO
LAKE ENERGY, LLC OWNED PROPERTY

      


      Tract A:

      


      Parcel
1:

      


      A tract
of land in the Northeast Quarter and the Southeast Quarter of Section 1,
Township 102 North, Range 31 West, Martin County, Minnesota described as
follows:

      


      Beginning
at the East Quarter Corner of Section 1, Township 102 North, Range 31 West,
Martin County, Minnesota; thence North 00 degrees 36 minutes 44 sections East,
(County Coordinate System) along the East line of the Northeast Quarter of
Section 1, a distance of 134.67 feet; thence South 89 degrees 56 minutes 44
seconds West, a distance of 950.58 feet; thence South 88 degrees 53 minutes 16
seconds East, a distance of 950.55 feet to the East line of the Northeast
Quarter of Section 1; thence North 00 degrees 36 minutes 44 seconds East, along
said east line, a distance of 1827.63 feet to the Northeast Corner of Section 1;
thence North 89 degrees 21 minutes 24 seconds West, along the North line of the
Northeast Quarter of the Northeast Quarter of Section 1, a distance of 1315.08
feet to the Northwest Corner of the Northeast Quarter of Section 1; thence South
00 degrees 45 minutes 22 seconds West, along the West line of the Northeast
Quarter of the Northeast Quarter of Section 1, a distance of 1295.19 feet to the
Southwest Corner of the Northeast Quarter of the Northeast Quarter; thence North
88 degrees 28 minutes 02 seconds West, along the South line of the Northwest
Quarter of the Northeast Quarter of the Northeast Quarter of Section 1, a
distance of 1318.45 feet to the North-South Quarter line of Section 1; thence
South 00 degrees 54 minutes 09 seconds West, along the North-South Quarter line
of Section 1, a distance of 2139.68 feet to the north line of a tract of land
deeded to Cargill, Incorporated and recorded and described in the Office of the
County Recorded in Document No. 321994 (Parcel 1); thence South 89 degrees 03
minutes 49 seconds East, along the north line of said Cargill, Incorporated
tract and the north line of a tract of land deed to Cargill, Incorporated and
recorded and described in the Office of the County Recorder in Document No.
347139, a distance of 1262.00 feet to the east line of said Cargill,
Incorporated tract described in Document No. 347139; thence South 00 degrees 56
minutes 11 seconds West, along said east line, a distance of 375.74 feet to the
north line of said Cargill, Incorporated tract described in Document No. 312994
(Parcel 1); thence South 83 degrees 44 minutes 53 seconds East, along said north
line, a distance of 469.51 feet to the west line of Borden’s Addition according
to the recorded plat on file and of record in the Office of the County Recorder;
thence North 00 degrees 56 minutes 11 seconds East, along said west line, a
distance of 419.23 feet to the north line, a distance of 513.49 feet to the
southwest corner of a tract of land deed to J. I. Case Company and recorded and
described in the Office of the County Recorder in Document No. 263926; thence
North 00 degrees 56 minutes 11 seconds East, along the west line of said J. I
Case Company tract, a distance of 779.12 feet to the northwest corner of said J.
I. Case Company tract; thence South 89 degrees 03 minutes 49 seconds East, along
the north line of said J. I. Case Company tract, a distance of 400.00 feet to
the East line of the Southeast Quarter of Section 1; thence North 00 degrees 56
minutes 11 seconds East, along the East line of the Southeast Quarter of Section
1, a distance of 17.48 feet to the point of beginning.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Parcel
2:

      


      Non-exclusive
easement for ingress and egress as contained in Access Easement Agreement by and
between Kayton & Rabe L.L.P., a Minnesota limited liability partnership, as
Grantor, and Buffalo Lake Energy, LLC, a Delaware limited liability company, as
Grantee, dated August 16, 2006, recorded August 25, 2006, as Document No.
2006R-385463.

      


      Tract B:

      


      The
Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section One (1),
Township One Hundred and Two (102) North, Range Thirty-One (31) West of the
Fifth Principal Meridian, Martin County, Minnesota,

      


      EXCEPTING
THEREFROM:

      


      A tract
of land in the Northwest Quarter of the Northeast Quarter of Section 1, Township
102 North, Range 31 West of the Fifth Principal Meridian in Martin County,
Minnesota, more particularly described as follows:

      


      Beginning
at the North Quarter corner of said Section 1l; thence South 00 degrees 14
minutes 37 seconds West along the North-South Quarter line a distance of 376.99
feet; thence North 90 degrees 00 minutes 00 seconds East parallel with the North
line of said Section 1 a distance of 321.95 feet; thence North 02 degrees 00
minutes 00 seconds West a distance of 377.22 feet to the North line of said
Section 1; thence South 90 degrees 00 minutes 00 seconds West along said North
line a distance of 307.18 feet to the point of beginning.

      


      Tract C:

      


      A tract
of land in the Northeast Quarter of the Southwest Quarter of Section 1, Township
102 North, Range 31 West, Martin County, Minnesota described as
follows:

      


      Commencing
at the North Quarter Corner of Section 1, Township 102 North, Range 31 West,
Martin County, Minnesota; thence South 00 degrees 10 minutes 59 seconds West,
(assumed bearing) along the East line of the Northwest Quarter and the East line
of the Southwest Quarter of Section 1, a distance of 2811.56 feet to the point
of beginning; thence continuing South 00 degrees 10 minutes 59 seconds West,
along the East line of the Southwest Quarter of Section 1, a distance of 402.85
feet to the North line of a tract of land deeded to the City of Fairmont and
recorded and described in the Office of Martin County Recorder in Document No.
357223; thence North 89 degrees 49 minutes 01 seconds West, along said North
line, a distance of 200.00 feet to the West line of said City Tract; thence
South 00 degrees 10 minutes 59 seconds West, along said West line a distance of
266.00 feet to the South line of said City Tract; thence South 89 degrees 49
minutes 01 seconds East, along said South line, a distance of 200.00 feet to the
East line of the Southwest Quarter of Section 1; thence South 00 degrees 10
minutes 59 seconds West, along the East line of Section 1 a distance of 276.20
feet to the North line of a tract of land deeded to Cargill, Incorporated and
recorded and described in the Office of the Martin County Recorder in Document
No. 321994 (Parcel 2); thence North 84 degrees 28 minutes 04 seconds West, along
said North line, a distance of 1075.94 feet; thence North 51 degrees 55 minutes
31 seconds East, a distance of 1364.25 feet to the point of
beginning.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Tract D:

      


      The West
100.00 feet of the North 100.00 feet of Lot 1, Block One of Borden’s Addition in
the City of Fairmont, Martin County, Minnesota, according to the plat thereof on
file and of record in the office of the County Recorder. Together with a 20.00
foot wide Access Easement set forth in Warranty Deed filed November 7, 2005 as
Document No. 2005R-381039, over and across a strip of land in Lot 1 in Block One
of Borden’s Addition in the City of Fairmont, Martin County, Minnesota, bounded
as follows: On the West by the West line of said Borden’s Addition, on the East
by a line lying parallel with and distant 20.00 feet East (measured at right
angles) of the West line of said Borden’s Addition, on the North by the South
line of the North 100.00 feet of Lot 1, Block One of said Borden’s Addition, on
the South by the North line of a Public Road Easement as recorded and described
in the office of the County Recorder in Document No. 269586.

      


      PIONEER
TRAIL ENERGY, LLC OWNED PROPERTY

      


      TRACT 1:

      


      Lot 1,
Carter Acres Subdivision, Hall County, Nebraska.

      


      TRACT 2:

      


      A tract
of land located in the North Half (N1/2) of Section 25, Township 10 North, Range
12 West of the 6th P.M., Hall County, Nebraska, more particularly described as
follows:

      


      Commencing
at the Northeast Corner said Section 25 thence N89°59’34”W (assumed bearing)
along the North line of the Northeast Quarter (NE1/4) said Section 25 a distance
of 398.07 feet to the Place of Beginning; thence continuing N89°59’34”W along
said North line a distance of 1564.37 feet to the South Right of Way line of the
Union Pacific Railroad; thence S68°51’01”W along said South line a distance of
3589.51 feet to the West line of said Section 25;
thence S00°24’33”E a distance of 2016.68 feet to the West line of the North
Half of the Northeast Quarter (N1/2NE1/4) said Section 25l; thence S89°59’58”E a
distance of 2652.91 feet to the East line of said North Half of the Northeast
Quarter (N1/2NE1/4); thence N00°13’56”E along the East line said Section 25 a
distance of 1075.61 feet to the South line of Carter Acres Subdivision as
recorded in the Hall County Register of Deeds Office as Document Number
92-107346; thence N89°57’46”W along said South line a distance of 393.07 feet to
the West line of said Carter Acres Subdivision; thence N00°57’27”W along said
West line a distance of 240.83 feet to the Place of Beginning.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      BUFFALO
LAKE ENERGY, LLC LEASED PROPERTY

      


      1005 N.
Bixby Road

      Fairmont,
Minnesota 56031

      Lessor:
Cargill, Incorporated

      Lessee:
Buffalo Lake Energy, LLC

      


      Tract E:

      


      Parcel
1:

      


      A tract
of land in the Southeast Quarter of Section 1, Township 102 North, Range 31,
West of the Fifth Principal Meridian in Martin County, Minnesota, described as
follows: Beginning at the Southwest corner of Block 1 of Borden’s Addition to
the City of Fairmont, Minnesota, according to the recorded plat thereof on file
and of record in the Office of the Register of Deeds, Martin County, Minnesota;
thence North 84 degrees 40 minutes 24 seconds West along the northerly
right-of-way line on the Chicago and Northwestern Railway Company, a distance of
1,738.85 feet to the west line of the Southeast Quarter of Section 1 at a point
130.33 feet North of the Southwest corner of the Northwest Quarter of the
Southeast Quarter of Section 1; thence North 00 degrees 06 minutes 36 seconds
West along the West line of the Southeast Quarter of Section 1 a distance of
358.37 feet to a point on the Westerly projection of the North line of Block 1
of Borden’s Addition; thence North 90 degrees 00 minuets 00 seconds East along
the Westerly projection of the North line of Block 1 of Borden’s Addition a
distance of 633.00 feet; thence South 00 degrees 00 minutes 00 seconds West a
distance of 316.92 feet; thence South 84 degrees 40 minutes 24 seconds East
parallel with the Northerly Railroad right-of-way line a distance of 1,103.85
feet to the West line of Block 1 of Borden’s Addition; thence South 00 degrees
00 minutes 00 seconds West along the West line of Block 1 of Borden’s addition a
distance of 100.43 feet to the point of beginning, according to the United
States Government Survey thereof.

      


      Parcel
2:

      


      A tract
of land consisting of one acre, more or less, located in the Southwest Quarter
of Section 1, Township 102 North, Range 31, West of the Fifth Principal
Meridian, more particularly described as follows, to wit:  Commencing
at a point on the East line of said Southwest Quarter of said Section 1,
aforesaid, and 16.57 feet North of the North right-of-way line of the Chicago
Northwestern Railway Company as the point of commencement of the tract to be
conveyed herein:  Running thence northwesterly parallel with said
Chicago Northwestern Railway Company right-of-way for a distance of 2656 feet,
more or less, to the West line of said Southwest Quarter of said section 1,
aforesaid, and being 16.57 feet North of the North right-of-way line of said
Chicago Northwestern Railway Company; running thence South 16.57 feet, along the
West line of said Southwest Quarter of Section 1, aforesaid, to the North
right-of-way line of said Chicago Northwestern Railway Company; running thence
Southeasterly along the North right-of-way line of said Chicago Northwestern
Railway Company to the East line of said Southwest Quarter of said Section 1,
aforesaid; running thence North along the East line of said Southwest Quarter of
said Section 1, aforesaid, to the place of commencement of the tract of land
described herein, containing one acre of land, more or less, according to the
United States Government Survey thereof.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Parcel
3:

      


      A tract
of land lying in portions of Lots 1, 2 and 4 in Block 1 of Borden’s Addition to
the City of Fairmont, Minnesota, described as follows:  Beginning at
the Southeast corner of Block 1 of Borden’s Addition; thence Westerly along the
Southerly line of Block 1 of Borden’s Addition a distance of 867.20 feet to the
Southwest corner of Block 1; thence North along the West line of Block 1 a
distance of 100.43 feet; thence Easterly parallel with the Southerly line of
Block 1 a distance of 867.20 feet to the East line of Block 1; thence South
along the East line of Block 1 a distance of 100.43 feet to the point of
beginning, according to the recorded plat thereof on file or of record in the
Office of the Register of Deeds in and for Martin County,
Minnesota.

      


      Parcel
4:

      


      A tract
of land in the Southeast Quarter of Section 1, Township 102 North, Range 31 West
in Martin County, Minnesota, described as follows:  Commencing at the
northwest corner of Block 1 of Borden’s Addition to the City of Fairmont,
Minnesota according to the plat thereof on file and of record in the office of
the Martin County Recorder; thence South 90 degrees 00 minutes 00 seconds West
(assumed bearing) along the westerly extension of the north line of Borden’s
Addition a distance of 467.49 feet to the point of beginning; thence continuing
South 90 degrees 00 minutes 00 seconds West along the westerly extension of the
north line of Borden’s Addition a distance of 629.04 feet to the east line of a
tract of land deeded to Truman Farmers Elevator Co. and recorded and described
in the office of the Martin County Recorder in Book 308 of Deeds, page 86;
thence South 0 degrees 00 minutes 00 seconds West along the east line of said
Truman Farmers Elevator Co. tract a distance of 316.92 feet; thence South 84
degrees 40 minutes 24 seconds East along the north line of said Truman Farmers
Elevator Co. tract a distance of 631.77 feet; thence North 0 degrees 00 minutes
00 seconds East a distance of 375.57 feet to the point of
beginning.

      


      PIONEER
TRAIL ENERGY, LLC LEASED PROPERTY

      


      7878 S.
140th Road

      Wood
River, Nebraska 68883

      Lessor:
Cargill, Incorporated

      Lessee:
Pioneer Trail Energy, LLC

      


      TRACT
3:

      


      Real
property in the City of Wood River, County of Hall, State of Nebraska, described
as follows:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      A
triangular tract of land in the southeast corner of the Southeast Quarter of
Section 24, in Township 10 North, Range 12 West of the 6th P.M., Hall County,
Nebraska, bring all of the Southeast Quarter lying South of the Union Pacific
Railroad Company right of way. Said tract more particularly described as
follows:  Referring to the southeast corner of said Section 24, this
bring the point of beginning; thence West on the section line a distance of
1684.5 feet to a point on the southerly right of way line of the railroad;
thence in a Northeasterly direction on this right of way line a distance of
1806.4 feet to a point on the east section line of said Section 24; thence South
on said section line a distance of 651.4 feet to the point of
beginning.

      


      LESS AND
EXCEPT That part of the South One-half of the Southeast Quarter of Section 24,
in Township 10 North, Range West of the 6th P.M., Hall County, Nebraska, more
particularly described as follows:  Commencing at a point on the East
line of the Southeast Quarter, said point being 526.13 feet North of the
Southeast corner of said Section 24; thence 133.0 feet West perpendicular to the
East line of the Southeast corner of said Section 24 to a point; thence 75.0
feet North parallel to the East line of the Southeast Quarter of said Section 24
to a point on the southerly right of way line of the Union Pacific Railroad
Company; thence 142.62 feet Northeasterly along the Southerly right of way of
said railroad, to a point on the East line of the Southeast Quarter of said
Section 24; thence 126.49 feet South along the East line of the Southeast
Quarter of said Section 24, to the point of beginning.

      


      LESS AND
EXCEPT that part of conveyed to the County of Hall, State of Nebraska by
Warranty Deed recorded in Book 79, Page 573 in the office of the Register of
Deeds in Hall County, Nebraska;

      


      Subject
to the Union Pacific Railroad right of way and subject to the county
roads.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.1.15

      


      LLC
Agreements

      


      Second
Amended and Restated Limited Liability Company Agreement of BioFuel
Energy, LLC, dated June 19, 2007, executed by BioFuel Energy, LLC and
BioFuel Energy Corp.
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.1.18

      


      Material
Contracts

      


      
        
          
            	
                    Description of Contract

                  	 
      	
                    Date Executed

                  
	
                    Second
      Amended and Restated Limited Liability Company Agreement of BioFuel
      Energy, LLC

                  	 
      	
                    June 19,
      2007

                  
	 
      	 
      	 
      
	
                    Credit
      Agreement among BFE Operating Company, LLC, Buffalo Lake
      Energy, LLC and Pioneer Trail Energy, LLC, as borrowers, BFE
      Operating Company, LLC, as borrowers’ agent, various financial
      institutions from time to time, as lenders, Deutsche Bank Trust Company
      Americas, as collateral agent, and BNP Paribas, as administrative agent
      and arranger

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Waiver
      and Amendment to the Credit Agreement dated September 25, 2006 and
      Collateral Account Agreement dated September 25, 2006

                  	 
      	
                    September
      29, 2009

                  
	 
      	 
      	 
      
	
                    Collateral
      Account Agreement among BFE Operating Company, LLC, Buffalo Lake
      Energy, LLC, Pioneer Trail Energy, LLC, as borrowers, BFE
      Operating Company, LLC, as borrowers’ agent, Deutsche Bank Trust
      Company Americas, as collateral agent and Deutsche Bank Trust Company
      Americas, as depositary agent and securities intermediary

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Registration
      Rights Agreement between BioFuel Energy Corp. and the parties listed on
      the signature page thereto

                  	 
      	
                    June 19,
      2007

                  
	 
      	 
      	 
      
	
                    Ethanol
      Marketing Agreement between Cargill, Incorporated and Buffalo Lake
      Energy, LLC

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Ethanol
      Marketing Agreement between Cargill, Incorporated and Pioneer Trail
      Energy, LLC

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Distillers
      Grains Marketing Agreement between Cargill, Incorporated and Buffalo Lake
      Energy, LLC

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Distillers
      Grains Marketing Agreement between Cargill, Incorporated and Pioneer Trail
      Energy, LLC

                  	 
      	
                    September 25,
      2006

                  
	 
      	 
      	 
      
	
                    Corn
      Supply Agreement between Cargill, Incorporated and Buffalo Lake
      Energy, LLC

                  	 
      	
                    September 25,
      2006

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
          

        
          
            
              	
                      Corn
      Supply Agreement between Cargill, Incorporated and Pioneer Trail
      Energy, LLC

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      Executive
      Employment Agreement between BioFuel Energy, LLC and Scott H.
      Pearce

                    	 
      	
                      August
      31, 2010

                    
	 
      	 
      	 
      
	
                      Executive
      Employment Agreement between BioFuel Energy, LLC and Kelly G.
      Maguire

                    	 
      	
                      August
      31, 2010

                    
	 
      	 
      	 
      
	
                      Master
      Agreement between Cargill, Incorporated and Buffalo Lake
      Energy, LLC

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      Master
      Agreement between Cargill, Incorporated and Pioneer Trail
      Energy, LLC

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      Grain
      Facility Lease between Cargill, Incorporated and Buffalo Lake
      Energy, LLC

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      Grain
      Facility Lease and Sublease between Cargill, Incorporated and Pioneer
      Trail Energy, LLC

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      Loan
      Agreement between BioFuel Energy, LLC, the lenders party thereto and
      Greenlight APE, LLC, as administrative agent

                    	 
      	
                      September 25,
      2006

                    
	 
      	 
      	 
      
	
                      BioFuel
      Energy, LLC Change of Control Plan

                    	 
      	 
      
	 
      	 
      	 
      
	
                      BioFuel
      Energy Corp. 2007 Equity Incentive Compensation Plan

                    	 
      	 
      
	 
      	 
      	 
      
	
                      BioFuel
      Energy, LLC 401(k) Profit Sharing Plan Adoption
    Agreement

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Addendum
      to BioFuel Energy, LLC 401(k) Profit Sharing Plan Adoption
      Agreement

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Tax
      Benefit Sharing Agreement between BioFuel Energy Corp. and the parties
      listed on the signature page thereto

                    	 
      	
                      June 19,
      2007

                    
	 
      	 
      	 
      
	
                      License
      Agreement between Delta-T Corporation and Buffalo Lake
      Energy, LLC

                    	 
      	
                      June 9,
      2006

                    
	 
      	 
      	 
      
	
                      License
      Agreement between Delta-T Corporation and Pioneer Trail
      Energy, LLC

                    	 
      	
                      April 28,
      2006

                    
	 
      	 
      	 
      
	
                      Stockholders
      Agreement between BioFuel Energy Corp. and Cargill Biofuel
      Investments, LLC

                    	 
      	
                      June 19,
      2007

                    
	 
      	 
      	 
      
	
                      Agreement
      and Omnibus Amendment among Buffalo Lake Energy, LLC, Cargill,
      Incorporated and Cargill Commodity Services, Inc.

                    	 
      	
                      July
      30, 2009

                    
	 
      	 
      	 
      
	
                      Agreement
      and Omnibus Amendment among Pioneer Trail Energy, LLC, Cargill,
      Incorporated and Cargill Commodity Services, Inc.

                    	
                        

                    	
                      July
      30, 2009

                    


            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.1.20

      


      Environmental
Disclosures

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
7.2.8

      


      Transactions
with Affiliates

      


      
        
          
            
              	
                      Description of Transaction Documents

                    	 
      	
                      Date Executed

                    
	
                      Registration
      Rights Agreement by and among BioFuel Energy, LLC, Greenlight Capital,
      L.P., Greenlight Capital Qualified, L.P., Greenlight BFE Holdings, Inc.,
      Third Point Partners LP, Third Point Partners Qualified LP, Daniel S.
      Loeb, Lawrence J. Bernstein, Todd Q. Swanson, Thomas J. Edelman, Barrie M.
      Damson, WCIOSAQ Corp., Lance T. Shaner, Elliot Jaffee, SFI L.P. and Nancy
      and John Snyder Foundation

                    	 
      	
                      May
      1, 2006

                    
	 	 	 
	
                      Unit
      Purchase Agreement by and among BioFuel Energy, LLC, Greenlight Capital
      L.P., Greenlight Capital Qualified L.P., Greenlight BFE Holdings, Inc.,
      Third Point Partners LP, Third Point Partners Qualified LP, Thomas J.
      Edelman, Barrie M. Damson, WCIOSAQ Corp., Lance T. Shaner, Elliot Jaffee,
      SFI L.P. and Nancy and John Snyder Foundation

                    	 
      	
                      May
      1, 2006

                    
	 	 	 
	
                      Interest
      Purchase and Option Agreement by and among Ethanol Business Group, LLC,
      BioFuel Solutions, LLC, Scott H. Pearce, Daniel J. Simon, Thomas J.
      Edelman and BioFuel Energy, LLC

                    	
                        

                    	
                      April
      21, 2006

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
1.1(A)

     

    Rights
Offering Letter Agreement 

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXECUTION
VERSION

    


    Greenlight
Capital, LP

    Greenlight
Capital Qualified, LP

    Greenlight
Capital (Gold), LP

    Greenlight
Capital Offshore Partners

    Greenlight
Capital Offshore Master (Gold), Ltd.

    Greenlight
Reinsurance, Ltd.


     

    September
24, 2010

     

    BioFuel
Energy Corp.

     

    Re:         Rights
Offering

     

    Ladies
and Gentlemen,

     

    This Backstop Rights Offering Agreement
(this “Letter
Agreement”) is entered into pursuant to and in connection with that
certain Loan Agreement, dated as of even date herewith (the “Loan
Agreement”), by and among BioFuel Energy Corp. (“BFE
Corp.”), Greenlight Capital Offshore Partners, Greenlight Capital, L.P.,
Greenlight Capital Qualified, L.P., Greenlight Reinsurance, Ltd. (collectively,
“Greenlight”),
the other lenders identified as lenders on Schedule 1.1(A)
thereto (together with Greenlight, the “Lenders”),
and Greenlight APE, LLC, in its capacity as administrative agent for the
Lenders.  Under the Loan Agreement, the Lenders have agreed to make a
term loan to BFE Corp. in the aggregate principal amount of $19,420,620 (the
“Bridge
Loan”).

     

    This
Letter Agreement sets forth the parties’ respective obligations with respect to
a registered rights offering described herein (the “Rights
Offering”) of rights to purchase shares of Series A Convertible Preferred
Stock of BFE Corp. (“Series A
Convertible Preferred Stock”).  The characteristics of the
Series A Convertible Preferred Stock are more fully described on Exhibit A to this
Letter Agreement.  Subject to the terms and conditions of this Letter
Agreement, the parties hereto intend that the Rights Offering shall provide for
anticipated gross proceeds sufficient to fully pay off, at a minimum, all
principal and accrued but unpaid interest of the Bridge Loan and the Mezzanine
Loan Agreement (as defined in the Loan Agreement) and the Cargill Payment (as
defined below).

     

    It is
understood and agreed that, in lieu of issuing fractional shares of Series A
Convertible Preferred Stock upon exercise of the Rights as described herein, BFE
Corp. may elect to issue depositary shares, each representing a fractional
interest in a share of Series A Convertible Preferred Stock, so long as the
economic, conversion and other features of the fractional shares of Series A
Convertible Preferred Stock are effectively replicated through the issuance of
such depositary shares.

     

    In
consideration of the premises and respective covenants and agreements set forth
in this Letter Agreement and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the parties agrees as follows: 

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    1.           Registration
Statement.  BFE Corp. hereby agrees to use its commercially
reasonable best efforts to commence and complete the Rights Offering, subject to
the terms and conditions set forth herein.  Specifically, BFE Corp.
hereby commits to use its commercially reasonable best efforts to (i) file a
Registration Statement on Form S-3 for the Rights Offering (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”)
on or before October 18, 2010; and (ii) cause the Registration Statement to be
declared effective on or before January 24, 2011 and to remain effective
throughout the entire offering period without interruption.  The
offering period for the Rights Offering shall be equal to five (5)
weeks.  Notwithstanding the foregoing, a failure to cause the
Registration Statement to be declared effective on or before January 24, 2011
despite the use of commercially reasonable best efforts to do so by BFE Corp.
shall not be deemed a violation or failure to comply with this Letter Agreement
for purposes of Paragraph 8 hereof nor an Event of Default under the Loan
Agreement; provided, however that if BFE Corp. has not used such commercially
reasonable best efforts then there shall be deemed to be a failure to have
complied with the conditions in Paragraph 8 hereof.

     

    2.           Terms of Rights
Offering.  In connection with the Rights Offering, BFE Corp.
shall distribute at no charge to each of the existing holders (collectively, the
“Eligible
Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE
Corp. (“Common
Stock”) and Class B Common Stock, par value $0.01 per share (the “Class B Common
Stock” and, together with the Common Stock, the “BFE Common
Stock”) rights (the “Rights”)
to purchase up to an aggregate of 4,000,000 shares of Series A Convertible
Preferred Stock, at a per share offering price equal to $10.00 per share (the
“Per
Preferred Share Purchase Price”).  Each share of Series A
Convertible Preferred Stock shall be convertible upon the terms described in
Exhibit A to this Letter Agreement into that number of shares of Common Stock
equal to the quotient obtained by dividing the Per Preferred Share Purchase
Price by the Rights Price (as defined below) (the “Conversion
Ratio”).  All Eligible Common Stockholders shall be eligible to
participate in the Rights Offering pro rata based on each Eligible Common
Stockholder’s ownership of Common Stock at the time of the Rights Offering, and
each Eligible Common Stockholder that exercises all of its Rights may
oversubscribe for up to all of its pro rata share of unsubscribed
Rights.  For purposes of this Letter Agreement, “pro rata” shall mean (x) the
aggregate number of shares of BFE Common Stock held by each Eligible Common
Stockholder divided by (y) the aggregate number of shares of BFE Common Stock
outstanding.

     

    
      Each Right shall entitle the holder
thereof to acquire, at a price equal to the Rights Price, a number of shares of
Series A Convertible Preferred Stock equal to the fraction determined by
dividing 4,000,000 by the number of Rights offered in the Rights Offering. The
number of Rights offered in the Rights Offering shall be determined by dividing
the offering size of the Rights Offering by the Rights Price. The offering size
of the Rights Offering will be the amount equal to the amount sufficient to pay
off all amounts owed at the time, including accrued and unpaid interest, under
the Bridge Loan and the Mezzanine Loan Agreement and to make the Cargill Payment
(as defined below), including certain fees and expenses incurred in connection
with the Rights Offering. “Rights
Price” shall mean the lesser of (A) a dollar amount equal to 25% of the
average per share closing price of the Common Stock for the five (5) trading
days immediately following the initial filing of the Registration Statement and
(B) $0.75.

    

     

    3.           Use of Offering
Proceeds.  The Offering Proceeds shall be used to (i) first,
pay off the Bridge Loan; (ii) second, pay off all indebtedness under the
Mezzanine Loan Agreement; (iii) third, make the Cargill Payment; and (iv) the
remainder, if any, for general corporate purposes.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    4.           Basic
Commitment.  Subject to the terms, conditions and limitations
described herein, each of the parties listed on Exhibit B hereto
(collectively, the “Backstop
Parties”) hereby agrees to participate in the Rights Offering for its
full pro rata share of Series A Convertible Preferred Stock (the “Basic
Commitment”).

     

    5.           Backstop
Commitment.  Subject to the terms, conditions and limitations
described herein, to provide assurance that the Rights Offering will be fully
subscribed, the Backstop Parties severally and not jointly commit to purchase,
in the respective percentages set forth on Exhibit B hereto (the
“Commitment
Percentages”), all of the additional shares of Series A Convertible
Preferred Stock not sold to other Eligible Common Stockholders in the Rights
Offering (the “Backstop
Commitment”).

     

    6.           Backstop
Reduction.  Notwithstanding the foregoing, (i) the Backstop
Parties shall reduce the number of shares of Series A Convertible Preferred
Stock that the Backstop Parties would otherwise be obligated to purchase
pursuant to the Backstop Commitment and/or the Basic Commitment, or (ii) BFE
Corp. shall reduce the aggregate number of shares of Series A Convertible
Preferred Stock that are offered in the Rights Offering, in the event the
Backstop Parties determine, in its sole discretion, but after consultation with
BFE Corp., that consummation of the Rights Offering, the Basic Commitment and/or
the Backstop Commitment would result in adverse tax, legal or regulatory
consequences to BFE Corp. and/or any Backstop Party (“Adverse
Consequences”) to the extent (and only to the extent) it deems necessary
in its sole discretion, but after consultation with BFE Corp., to avoid Adverse
Consequences (a “Backstop
Reduction”).  The reduction in the amount of shares of Series A
Convertible Preferred Stock that the Backstop Parties are obligated to purchase
in the event of a Backstop Reduction, would be referred to as the “Shortfall
Amount”.  In the event of a Backstop Reduction, the Rights
Offering shall nonetheless proceed and the parties shall use their respective
commercially reasonable best efforts to structure and consummate an alternative
transaction to take the place of the issuance of the Shortfall Amount that,
combined with the Rights Offering, would (i) permit BFE Corp. to (A) pay off the
Bridge Loan; (B) pay off all indebtedness under the Mezzanine Loan Agreement;
and (C) make the Cargill Cash Payment (an “Alternative
Financing Transaction”) and (ii) be structured so as to preserve the
economic benefits to the parties as if the Rights Offering had been consummated
in full in accordance with the terms set forth herein without otherwise giving
effect to a Backstop Reduction provided that each Backstop Party shall not be
obligated to fund an amount in excess of the amount represented by its Backstop
Commitment.

     

    7.           Consideration.  In
consideration of the Backstop Commitment, BFE Corp. shall, on the date hereof,
pay to the Backstop Parties their pro rata portion of an aggregate amount in
cash equal to 4% of the total purchase price for the Series A Convertible
Preferred Stock offered in the Rights Offering to Eligible Common Stockholders
other than the Backstop Parties in the Rights Offering (the “Option
Premium”), assuming for this purpose that the total purchase price for
the Series A Convertible Preferred Stock offered in the Rights Offering would be
$40,000,000.  To the extent that the total purchase price for the
Series A Convertible Preferred Stock offered in the Rights Offering is more than
$40,000,000, BFE Corp. shall make an additional payment to the Backstop Parties
in an amount equal to 4% of such excess amount (excluding
for calculative purposes, any shares of Series A Convertible Preferred Stock
purchased
by the Lenders). Subject to the provisions below, the Option Premium
shall be deemed fully earned upon execution of this Letter Agreement, regardless
of whether the Rights Offering is consummated or whether the Rights Offering is
fully subscribed.  BFE Corp. agrees that the Option Premium shall be
nonrefundable and that the Option Premium and any other payments hereunder shall
be paid without setoff or recoupment and shall not be subject to defense or
offset on account of any claim, defense or counterclaim.  The Option
Premium and all other amounts payable hereunder shall be paid in immediately
available funds on the date hereof.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    8.           Conditions.  The
Backstop Parties’ obligations to purchase any securities pursuant to the Basic
Commitment and/or the Backstop Commitment are subject to the following
conditions: (i) the execution and delivery of mutually satisfactory definitive
documentation among BFE Corp. and the Backstop Parties which incorporates the
terms set forth herein (the “Definitive
Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of
the conditions to the Backstop Parties’ obligations to consummate the
transactions contemplated by the Definitive Agreements as may be agreed upon in
the Definitive Documents; (iii) BFE Corp. shall be in compliance with its
obligations under the Loan Agreement and all other transaction documents
relating to the Bridge Loan in all material respects; (iv) there has not
occurred any material adverse change, or any development involving a prospective
material adverse change, since the date hereof in the condition, financial or
otherwise, or in the earnings, business, operations or properties of BFE Corp.
and its subsidiaries, taken as a whole (a “Material Adverse
Change”); (v) there not having occurred after the date hereof at any time
prior to the funding of the Basic Commitment and/or the Backstop Commitment any
material disruption or material adverse change in the financial, banking or
capital markets that, in the commercially reasonable judgment of the Backstop
Parties, would have a material adverse impact on the success of the Rights
Offering; (vi) all required approvals and consents shall have been obtained;
(vii) all representations and warranties made by BFE Corp. in this Letter
Agreement being true and correct in all material respects; (viii) BFE Corp.
shall be in compliance with all covenants and other provisions of this Letter
Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as
defined below) being in full force and effect; (x) each of the Executive
Management Waiver Agreements (as defined in the Loan Agreement) being in full
force and effect; (xi) no actions, suits or proceedings shall be pending or
threatened that challenge any Definitive Agreement, this Letter Agreement, the
Loan Agreement, the Cargill Acknowledgement Letter or any related agreement;
(xii) the Backstop Parties having been reasonably satisfied with the Certificate
of Designations setting forth the rights and preferences of the Series A
Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and
other customary terms and provisions as determined by Greenlight in its
reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal
opinion from Cravath, Swaine & Moore LLP with respect to customary matters
in a form satisfactory to Greenlight in its reasonable discretion; (xiv) BFE
Corp. shall not have entered into any letter of intent, memorandum of
understanding, agreement in principle or other agreement relating to any
competing plan, proposal, offer or transaction with a third party other than
Greenlight materially inconsistent with this Letter Agreement; and (xv) the
Board of Directors of BFE Corp. shall have adopted Section 16b-3 Resolutions
related to the issuance to the Backstop Parties of Series A Convertible
Preferred Stock, Common Stock and warrants, the form of which shall be
satisfactory to Greenlight in its sole discretion.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    9.           Registration
Rights.  The holders of Series A Convertible Preferred Stock
and a Warrant (as defined in the Loan Agreement) shall have registration rights
with respect to the shares of Common Stock upon conversion of the Series A
Convertible Preferred Stock and exercise of a Warrant commensurate with those
rights granted to the holders in the Registration Rights Agreement, dated as of
June 19, 2007, by and between BFE Corp., Greenlight and the other stockholders
party thereto.  Each of the Backstop Parties expressly waives any and
all rights under Section 2.2 of the Registration Rights Agreement, dated as of
June 19, 2007, by and between BioFuel and the holders of shares of BFE Common
Stock identified therein (the “Existing
Registration Rights Agreement”), that may arise in connection with the
Rights Offering.

     

    10.         Cargill.  BFE
Corp. has entered into an agreement, dated as of September 23, 2010 (the “Cargill
Acknowledgement Letter”) with Cargill, Incorporated and its affiliates
(collectively, “Cargill”),
which provides that upon payment (the “Cargill
Payment”) of $2,800,828 (plus accrued and unpaid interest on such amount
as of the date of payment pursuant to the agreement, dated January 14, 2009, by
and between BFE Corp. and certain of its affiliates and Cargill (the “Cargill
Settlement Agreement”)) from the Offering Proceeds, Cargill shall forgive
the remaining Payable (as defined in the Cargill Settlement Agreement) in
exchange for shares of Series A Convertible Preferred Stock in an amount equal
to the amount of the remaining Payable, which amount shall be converted into
Series A Convertible Preferred Stock at a conversion price on an as converted to
Common Stock basis equal to the average of the volume weighted averages of the
trading prices for the prior ten (10) day trading period of the Common Stock,
ending on the second trading day immediately preceding the date the Series A
Convertible Preferred Stock is issued.  BFE Corp. hereby agrees that
it shall not breach, violate or terminate the Cargill Acknowledgment
Letter.  BFE Corp. agrees that it will not amend, waive or modify the
Cargill Acknowledgement Letter without the written consent of
Greenlight.

     

    11.         Representations and
Warranties of BFE Corp.  BFE Corp. represents and warrants to
the Backstop Parties that the statements contained in this Paragraph 11 are
correct and complete as of the date of this Letter Agreement and will be true as
of the closing of the Rights Offering:

     

    (a)         Organization.  BFE
Corp. (a) is a corporation duly organized, validly existing and in good standing
under the Laws (as defined below) of the State of Delaware, (b) is duly
qualified to do business as a foreign corporation and is in good standing under
the Laws of each jurisdiction in which either the ownership or use of the
properties owned or used by it, or the nature of the activities conducted by it,
requires such qualification, (c) has the relevant entity power and authority
necessary to own or lease its properties and to carry on its businesses as
currently conducted and (d) is not in breach or violation of, or default under,
any provision of its organizational documents, except, in the case of clauses
(b) and (c), where any failures, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Change.  BFE Corp.
has never approved or taken any action, nor is there any pending or (to BFE
Corp.’s knowledge) threatened action, seeking BFE Corp.’s dissolution,
liquidation, insolvency or rehabilitation except as set forth on Schedule
11(a).

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (b)         Power and Authority;
Enforceability.  BFE Corp. has the relevant entity power and
authority necessary to execute and deliver this Letter Agreement and each other
agreement, document or writing executed or delivered in connection with the
Letter Agreement and each amendment or supplement to any of the foregoing
(including this Letter Agreement, the “Transaction
Documents”) to which BFE Corp. is a party, and to perform and consummate
the transactions contemplated hereby and thereby (the “Transactions”).
BFE Corp. has taken all action necessary to authorize the execution and delivery
by BFE Corp. of each Transaction Document to which BFE Corp. is party, the
performance of BFE Corp.’s obligations thereunder, and the consummation by BFE
Corp. of the Transactions.  Each Transaction Document to which BFE
Corp. is a party has been duly authorized, executed and delivered by BFE Corp.,
and is enforceable against BFE Corp. in accordance with its terms except as such
enforceability may be subject to the effects of bankruptcy, insolvency,
reorganization, moratorium or other Laws relating to or affecting the rights of
creditors and general principles of equity (the “Enforceability
Exception”).

     

    (c)         No Violation; Necessary
Approvals.  The execution and the delivery by BFE Corp. of this
Letter Agreement and the other Transaction Documents to which BFE Corp. is a
party, the performance by BFE Corp. of BFE Corp.’s obligations hereunder and
thereunder, and consummation of the Transactions by BFE Corp. will not (i) with
or without notice or lapse of time, constitute, create or result in a breach or
violation of,  default under, loss of benefit or right under or
acceleration of performance of any obligation required under any (A) law
(statutory, common or otherwise), constitution, ordinance, rule, regulation,
executive order or other similar authority (“Law”)
enacted, adopted, promulgated or applied by any legislature, agency, bureau,
branch, department, division, commission, court, tribunal or other similar
recognized organization or body of any federal, state, county, municipal, local
or foreign government or other similar recognized organization or body
exercising similar powers or authority (a “Governmental
Body”), (B) order, ruling, decision, award, judgment, injunction or other
similar determination or finding by, before or under the supervision of any
Governmental Body or arbitrator (an “Order”),
(C) contract, agreement, arrangement, commitment, instrument, document or
similar understanding (whether written or oral), including a lease, sublease and
rights thereunder (“Contract”)
or permit, license, certificate, waiver, notice and similar authorization
(“Permit”)
to which, in the case of (A), (B) or (C), BFE Corp. is a party or by which it is
bound or any of its assets are subject, or (D) any provision of the
organizational documents of BFE Corp. as in effect as of the date of this Letter
Agreement; except, in the case of clauses (A), (B) and (C), where any failures,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Change or a material adverse effect on its ability to complete
the Transactions, (ii) result in the imposition of any material lien, claim or
encumbrance (an “Encumbrance”)
upon any assets (including the securities of BFE Corp.) owned by BFE Corp.;
(iii) require any consent under any Contract or organizational document to which
BFE Corp. is a party or by which it is bound or any of its assets are subject;
(iv) require any Permit under any Law or Order other than (A) required filings,
if any, with the Commission and (B) notifications or other filings with state or
federal regulatory agencies after the date of this Letter Agreement that are
necessary or convenient and do not require approval of the agency as a condition
to the validity of the Transactions; or (v) trigger any rights of first refusal,
preferential purchase or similar rights with respect to any securities of BFE
Corp., other than piggyback registration rights under the Existing Registration
Rights Agreement.

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (d)         Capitalization.  BFE
Corp.’s authorized equity interests consist of 155,000,000 shares, consisting of
(a) 100,000,000 shares of Common Stock, (b) 50,000,000 shares of Class B Common
Stock and (c) 5,000,000 shares of Preferred Stock, par value $0.01 per share
(“Preferred
Stock” and, together with the BFE Common Stock, the “Capital
Stock”).  With respect to Common Stock, 26,273,459 shares are
issued and outstanding and 809,607 shares are held in treasury.  With
respect to Class B Common Stock, 7,111,985 shares are issued and outstanding and
0 shares are held in treasury.  With respect to Preferred Stock, 0
shares are issued and outstanding and 0 shares are held in
treasury.  All of the issued and outstanding shares of Capital Stock:
(a) have been duly authorized and are validly issued, fully paid, and
nonassessable, (b) were issued in compliance with all applicable state and
federal securities Laws and (c) were not issued in breach of any
commitments.  Except as disclosed in BFE Corp.’s filings with the
Commission, BFE Corp. has no outstanding options, warrants, exchangeable or
convertible securities, subscription rights, exchange rights, statutory
pre-emptive rights, preemptive rights granted under BFE Corp.’s organizational
documents, stock appreciation rights, phantom stock, profit participation or
similar rights, or any other right or instrument pursuant to which any person
may be entitled to purchase any security of BFE Corp., and has no obligation to
issue any rights or instruments.  Except as disclosed in BFE Corp.’s
filings with the Commission, there are no Contracts with respect to the voting
or transfer of any of the Capital Stock.  BFE Corp. is not obligated
to redeem or otherwise acquire any of its outstanding Capital
Stock.

     

    (e)         No Misstatements or
Omissions.  All information, other than financial projections
(“Projections”)
and other forward-looking information and information of a general economic
nature, which has been or is hereafter made available to Greenlight by or on
behalf of BFE Corp. or its representatives in connection with the transactions
contemplated hereby (the “Information”)
is or, when furnished, will be complete, when taken as a whole, and correct in
all material respects and does not and will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements contained therein not materially misleading in light of the
circumstances under, and the time at which, such statements are made, and (ii)
the Projections that have been or will be made available to Greenlight have been
and will be prepared in good faith based upon assumptions that are reasonable at
the time made and at the time made available to Greenlight.  The
parties acknowledge that the Projections are subject to inherent uncertainty and
actual results may vary, however at the time the Projections were and are
developed they were and will be developed in good faith based upon reasonable
assumptions.  BFE Corp. hereby agrees to supplement the Information
and the Projections from time to time until the closing date of the Rights
Offering so that the representation and warranty in the preceding sentence is
correct on such date.

     

    11A.      Power and
Authority.  Each Backstop Party represents and warrants to BFE
Corp. with respect to itself only that (i) it has the relevant entity power and
authority, if applicable, necessary to execute and deliver each Transaction
Document to which it is a party, and to perform and consummate the Transactions;
(ii) it has taken all action necessary to authorize the execution and delivery
by it of each Transaction Document to which it is a party, the performance of
its obligations thereunder, and the consummation by it of the Transactions and
each Transaction Document to which it is a party has been duly authorized,
executed and delivered by it, and is enforceable against it in accordance with
its terms except as such enforceability may be subject to the Enforceability
Exception.

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    12.         Expenses;
Indemnification.

     

    (a)         General.  Whether
or not the transactions contemplated hereby are consummated, BFE Corp. agrees
to: (y) pay within five (5) business days of demand the reasonable and
documented fees, expenses, disbursements and charges of the Backstop Parties
incurred previously or in the future relating to the exploration and discussion
of alternative financing structures to the Backstop Commitment or to the
preparation and negotiation of this Letter Agreement, and the proposed
documentation and the transactions contemplated hereby, including, without
limitation, the reasonable fees and expenses of any counsel to the Backstop
Parties; and (z) indemnify and hold harmless Greenlight and their respective
stockholders, members and general and limited partners and the respective
officers, directors, employees, affiliates, advisors, agents, attorneys,
accountants and consultants of each such entity and to hold the Backstop Parties
and such other persons and entities (each, an “Indemnified
Person”) harmless from and against any and all losses, claims, damages,
liabilities and expenses, joint or several, which any such person or entity may
incur, have asserted against it or be involved in as a result of or arising out
of or in any way related to this Letter Agreement, the matters referred to
herein, the proposed Backstop Commitment contemplated hereby, the use of
proceeds thereunder or any related transaction or any claim, litigation,
investigation or proceeding relating to any of the foregoing, regardless of
whether any of such Indemnified Persons is a party thereto, and to reimburse
each such Indemnified Person within five (5) business days of demand for any
legal or other expenses incurred in connection with any of the foregoing;
provided, however, that the foregoing indemnity will not, as to any Indemnified
Person, apply to losses, claims, damages, liabilities or related expenses to the
extent they have resulted from the bad faith, willful misconduct or gross
negligence of such Indemnified Person.  Notwithstanding any other
provision of this Letter Agreement, no Indemnified Person will be liable for any
special, indirect, consequential or punitive damages in connection with its
activities related to the Backstop Commitment.  The terms set forth in
this paragraph shall survive termination of this Letter Agreement.

     

    (b)         Tax Withholdings and
Indemnity.  BFE Corp. agrees not to withhold any taxes on any
payments made to the Backstop Parties under this Letter Agreement; provided that
to the extent BFE Corp. is required (by law or pursuant to the conclusion of any
legal proceeding or the reasonable interpretation or administration thereof) to
withhold, remit or pay over any taxes on any payments made to the Backstop
Parties under this Letter Agreement, BFE Corp. agrees to indemnify the Backstop
Parties and make them whole with respect to any and all such taxes actually
withheld including any and all associated interest and penalties.

     

    13.         No
Recourse.  Notwithstanding anything that may be expressed or
implied in this Letter Agreement, or any document or instrument delivered in
connection herewith, by its acceptance of the benefits of this Letter Agreement,
BFE Corp. covenants, agrees and acknowledges that no personal liability shall
attach to the former, current or future equity holders, controlling persons,
directors, officers, employees, agents, affiliates, members, managers general or
limited partners or assignees of a Backstop Party or any former, current or
future stockholder, controlling person, director, officer, employee, general or
limited partner, member, manager, affiliate, agent or assignee of any of the
foregoing, whether by enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute, regulation or applicable law, or
otherwise.

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    14.         Assignment; No Third Party
Beneficiaries.  This Letter Agreement (a) is not assignable by
BFE Corp. or a Backstop Party without the prior consent of the other parties
(and any purported assignment without such consent shall be null and void), and
(b) is intended to be solely for the benefit of the parties hereto and is not
intended to confer any benefits upon, or create any rights of, any person other
than the parties hereto.  Notwithstanding the foregoing, Greenlight
may assign all or any portion of its obligations hereunder to one or more
financial institutions reasonably acceptable to BFE Corp. (provided, that BFE
Corp.’s consent shall not be required for such an assignment to an affiliate of
Greenlight).  Upon any such assignment (other than an assignment
without BFE Corp.’s consent), the obligations of Greenlight in respect of the
portion of their obligations so assigned shall terminate.

     

    15.         Withdrawal of Letter
Agreement.  This Letter Agreement shall be considered withdrawn
if Greenlight has not received from BFE Corp. a fully executed counterpart to
this Letter Agreement on or before 5:00 p.m. on September 24, 2010.

     

    16.         Governing Law;
Jurisdiction.  This Letter Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws in the State of New York.  The parties hereby
irrevocably submit to the personal jurisdiction of the courts of the State of
New York located in New York County, New York, and the Federal courts of the
United States of America located in the State of New York, New York County,
solely in respect of the interpretation and enforcement of the provision of this
Letter Agreement and of the documents referred to in this Letter Agreement, and
in respect of the transactions contemplated hereby, and hereby waive, and agree
not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof or of any such document, that is not
subject thereto or that such action, suit or proceeding may not be brought or is
not maintainable in said courts or that the venue thereof may not be appropriate
or that this Letter Agreement or any such document may not be enforced in or by
such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a New
York State or Federal court.  The parties hereby consent to and grant
any such court jurisdiction over the person of such parties and, to the extent
permitted by law, over the subject matter of such dispute and agree that mailing
of process or other papers in connection with any such action or proceeding in
the manner as may be permitted by law shall be valid and sufficient service
thereof.

     

    17.         Waiver of Jury
Trial.  Each party acknowledges and agrees that any controversy
which may arise under this Letter Agreement is likely to involve complicated and
difficult issues, and therefore each such party hereby irrevocably and
unconditionally waives any such right such party may have to a trial by jury in
respect of any litigation directly or indirectly arising out of, under or
relating to this Letter Agreement, or any of the transactions
contemplated  by this Letter Agreement.  Each party
certifies and acknowledges that (i) no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each
party understands and has considered the implications of this waiver, (iii) each
party makes this waiver voluntarily and (iv) each party has been induced to
enter into this Letter Agreement by, among other things, the mutual waivers and
certifications expressed above.

     

    18.         Amendment; Waiver;
Counterparts.  This Letter Agreement may not be amended,
modified or waived except in a writing signed by Greenlight, BFE Corp. and Third
Point Advisors, LLC.  This Letter Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement.  Delivery of an
executed counterpart of this Letter Agreement by facsimile or e-mail shall be
effective as delivery of a manually executed counterpart of this Letter
Agreement.

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    19.         Termination.  The
obligations of the Backstop Parties under this Letter Agreement shall terminate
immediately, at Greenlight’s election, at any time prior to the consummation of
the Rights Offering upon the occurrence of any of the following: (i) the
termination of the Loan Agreement; (ii) BFE Corp. entering into a definitive
agreement with respect to a Substitute Transaction; (iii) if in the reasonable
judgment of Greenlight, the conditions in Paragraph 8 become incapable of being
satisfied prior to January 24, 2011; (iv) a Material Adverse Change has
occurred; (v) any condition set forth in Paragraphs 8(iv) or 8(viii) of
this Letter Agreement cannot be cured or satisfied with the passage of time or,
if capable of being cured or satisfied, cannot be cured or satisfied prior to
March 24, 2011; (vii)  the Common Stock shall no longer be listed on a
national securities exchange; or (vii) BFE Corp.’s adoption of any plan of
merger, consolidation, reorganization, liquidation or dissolution or filing of a
petition in bankruptcy under any provisions of federal or state bankruptcy Law
or consent to the filing of any bankruptcy petition against it under any similar
Law.  Further, each of Greenlight or BFE Corp. may terminate this
Letter Agreement at any time upon five (5) business days’ prior written notice
upon the occurrence of any of the following events: (x) another party’s material
breach of any of the representations, warranties or covenants set forth in this
Letter Agreement or with respect to the consummation of the Rights Offering that
remains uncured for a period of five (5) business days after the receipt by the
non-terminating party of notice of such breach or (y) the issuance by any
governmental authority, including any regulatory authority or court of competent
jurisdiction, of any ruling or order enjoining the consummation of a material
portion of the Rights Offering or any related transactions.  The
Letter Agreement, and the obligations of the parties hereunder, may be
terminated by mutual agreement between the parties.

     

    20.         Alternative
Transactions.  Notwithstanding anything to the contrary in this
Letter Agreement, BFE Corp. shall be permitted to solicit, participate in,
initiate or facilitate discussions or negotiations with, or provide any
information to, any person or group of persons concerning any alternative equity
financing or other transaction that would result in the (a) repayment in full of
all amounts outstanding under the Bridge Loan, (b) repayment in full of all
amounts under the Mezzanine Loan Agreement and (c) satisfy all obligations under
the Cargill Acknowledgement Letter (a “Substitute
Transaction”).  If, as a result of such activities, the Board
of Directors of the Company (the “Board”)
(excluding any Board member that is an affiliate of Greenlight) determines in
good faith after consultation with outside legal counsel and independent
financial advisors that (i) it has the opportunity to enter into a Substitute
Transaction that will be consummated within a timeframe that is not materially
longer than the anticipated timeframe for the Rights Offering but in no event
later than February 1, 2011, and (ii) such Substitute Transaction is more
favorable to the holders of Company Common Stock (excluding benefits arising to
the Backstop Parties by virtue of the Backstop Commitment) than the Rights
Offering (taking into account all the terms and conditions of such Substitute
Transaction that the Board deems relevant including, without limitation, any
break-up fee provisions, expense reimbursement provisions, conditions to closing
and availability of necessary financing) and is reasonably likely to be
consummated prior to February 1, 2011, then the Company shall deliver three (3)
business days prior notice to Greenlight of its intention to enter into such
Substitute Transaction, together with reasonable details concerning the terms
and conditions of such Substitute Transaction.  After such three (3)
business day period, (x) the Board shall be permitted to approve the Substitute
Transaction, (y) BFE Corp. shall be permitted to enter into such Substitute
Transaction and (z) BFE Corp. shall be permitted to terminate this Letter
Agreement; so long as in each case (A) the Substitute Transaction continues to
meet the requirements of clause (ii) of this Paragraph 20 and (B) upon execution
of definitive documentation relating to a Substitute Transaction, BFE will pay
to the Backstop Parties an aggregate break-up fee (to be allocated among the
Backstop Parties in accordance with their Commitment Percentages) a sum in cash
equal to $350,000 (the “Termination
Fee”).  For purposes of clarity, the Option Premium shall also
remain payable, in addition to the Termination Fee.

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    21.         Entire
Agreement.  This Letter Agreement constitutes the entire
understanding among the parties hereto with respect to the subject matter hereof
and replaces and supersedes all prior agreements and understandings, both
written on oral, between the parties hereto with respect to the subject matter
hereof and shall become effective and binding upon the mutual exchange of fully
executed counterparts.

     

    22.         Stockholder Approval of
Securities.  BFE Corp. hereby agrees that, upon completion of
the Rights Offering, it shall use commercially reasonable best efforts to obtain
stockholder approval of the authorization of the Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock.  In
furtherance of, and not in limitation of the foregoing, BFE Corp. shall use
commercially reasonable best efforts to file a proxy statement with the
Commission for such stockholder approval by November 15, 2010 (but in any event
BFE Corp. shall file such proxy statement by January 1, 2011) and use its best
efforts to obtain such stockholder approval by January 24, 2010 (provided such
stockholder holder approval shall not be a condition to consummation of the
Rights Offering).  Notwithstanding the foregoing, a failure to file
such proxy statement with the Commission by November 15, 2010 despite the use of
commercially reasonable best efforts to do so by BFE Corp. shall not be deemed a
violation or failure to comply with this Letter Agreement for purposes of
Paragraph 8 hereof nor an Event of Default under the Loan Agreement; provided,
however that if BFE Corp. has not used such commercially reasonable best efforts
then there shall be deemed to be a failure to have complied with the conditions
in Paragraph 8 hereof.

     

    23.         Remain Public
Company.  BFE Corp. hereby agrees that until the Rights
Offering has been completed, it shall use commercially reasonable best efforts
to remain a public company with its securities publicly-traded on a national
securities exchange.

     

    24.         Voting
Agreement.  Upon consummation of the Rights Offering,
Greenlight hereby agrees to enter into a Voting Agreement with BFE Corp., the
form of which is attached hereto as Exhibit C, and Third
Point Loan LLC agrees to enter into a Voting Agreement with BFE Corp., the form
of which is attached hereto as Exhibit D.


     

    25.         Due
Diligence.  BFE Corp. agrees to make available to the Backstop
Parties all reasonably requested due diligence materials (including access to
BFE Corp. personal and agents), including, without limitation, due diligence
materials related to tax, regulatory and other legal items.

     

    If the foregoing is in accordance with
your understanding of our agreement, please sign this letter in the space
indicated below and return it to us.

     

    
      
        	
                Very
      truly yours,

              


      

    

    


    [Signature
Page Follows]

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              GREENLIGHT
      CAPITAL OFFSHORE PARTNERS

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, Inc., its investment manager

                            
	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Daniel
      Roitman

                            
	 
      	 
      	
                              Chief
      Operating Officer

                            
	 
      
	
                              GREENLIGHT
      CAPITAL, LP

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, LLC, its general partner

                            
	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating Officer

                            
	 
      
	
                              GREENLIGHT
      CAPITAL QUALIFIED, L.P.

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, LLC, its general partner

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating Officer

                            
	 
      
	
                              GREENLIGHT
      REINSURANCE, LTD.

                            
	 
      
	
                              By:

                            	
                              DME
      Advisor, L.P., its investment manager

                            
	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating
  Officer

                            


                    

                  

                

              

            

          

        

      

    

                             


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      GREENLIGHT
      CAPITAL (GOLD), LP

                    
	 
      
	
                      By:

                    	
                      DME
      Management GP, LLC, its general partner

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Daniel Roitman

                    
	 
      	 
      	
                      Chief Operating Officer

                    
	 
      
	
                      GREENLIGHT
      CAPITAL OFFSHORE MASTER (GOLD), LTD.

                    
	 
      
	
                      By:

                    	
                      DME
      Capital Management, LP, its investment manager

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Daniel Roitman

                    
	 
      	 
      	
                      Chief Operating
  Officer

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      THIRD
      POINT LOAN LLC

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      James
      P. Gallagher

                    
	 
      	
                      Chief
      Administrative
Officer

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              The
      foregoing is hereby accepted and agreed

                            
	
                              to
      in all respects by the undersigned:

                            
	 
      
	
                              BIOFUEL
      ENERGY CORP.

                            
	 
      
	 
      	 
	
                              Name:
      Scott H. Pearce

                            	 
	
                              Title:
      President & CEO

                            	 

    


                  

                

              

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    SERIES A
CONVERTIBLE PREFERRED STOCK


     

    The Amended and Restated Certificate of
Incorporation (the “Certificate”)
of BioFuel Energy Corp. (“BFE
Corp.”) authorizes 5,000,000 shares of Preferred Stock, par value $0.01
per share (“Preferred
Stock”) and permits the Board of Directors of BFE Corp. (the “Board”),
by resolution, to provide, out of unissued shares of Preferred Stock, for series
of Preferred Stock.  With respect to each such series, the Certificate
permits the Board to fix the number of shares constituting such series and the
designation of such series, and the voting powers (if any) of the shares of such
series, preferences and relative, participating, optional or other special
rights or privileges, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series.  Pursuant to the
authority granted by the Certificate, the Board has, by resolution dated
September 24, 2010, provided for up to 5,000,000 shares of Series A Convertible
Preferred Stock (“Series A
Convertible Preferred Stock”) with the characteristics set forth
below.  Capitalized terms not otherwise defined shall have the
meanings assigned to such terms in the Backstop Rights Offering Agreement, dated
as of September 24, 2010, by and between BFE Corp. and Greenlight Capital,
Inc.

     

    
      
        
          
            	
                    Liquidation
      Preference:

                  	 
      	
                    In
      the event of any liquidation, dissolution or winding up of BFE Corp.
      (each, a “Liquidation
      Event”), the proceeds of such Liquidation Event shall be paid as
      follows:

                    First,
      the holders of Series A Convertible Preferred Stock shall receive an
      amount equal to the Per Preferred Share Purchase Price for each share of
      Series A Convertible Preferred Stock.  The balance of any
      proceeds from a Liquidation Event shall be distributed pro rata among the
      Common Stockholders.

                  
	 
      	 
      	 
      
	
                    Dividends:

                  	 
      	
                    The
      Series A Convertible Preferred Stock will be paid a dividend or have a
      distribution made to it (as applicable) if, and when, such dividend or
      distribution is paid or made (as applicable) to the holders of Common
      Stock.

                  


          

        

      

    

                       


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                Voting
      Rights:

              	 
      	
                The
      holders of Series A Convertible Preferred Stock will have no voting
      rights, except that the consent of at least a majority of the outstanding
      shares of Series A Convertible Preferred Stock (in the aggregate, voting
      as a class) will be required to (i) authorize or issue additional shares
      of Series A Convertible Preferred Stock of the same series or (ii) amend
      the Certificate or Bylaws of BFE Corp. (the “Bylaws”)
      to adversely affect the rights, preferences or privileges of the Series A
      Convertible Preferred Stock.

              
	 
      	 
      	 
      
	
                Automatic
      Conversion:

              	 
      	
                Each
      share of Series A Convertible Preferred Stock shall, upon issuance,
      automatically convert into shares of Common Stock as set forth in
      Paragraph 2 of the Letter Agreement to which this Exhibit A is
      attached; provided that the aggregate number of shares of Series A
      Convertible Preferred Stock that automatically convert shall not exceed,
      and shall be limited to, the number of authorized shares of Common Stock
      pursuant to the Certificate, and the number of shares so converted shall
      be determined on a pro rata basis.

                In
      addition, if at any time after the initial issuance of the Series A
      Convertible Preferred Stock there are additional authorized shares
      pursuant to the Certificate, each share of Series A Convertible
      Preferred Stock shall automatically convert into the respective number of
      shares of Common Stock pursuant to Paragraph 2 of the Letter Agreement;
      provided that the aggregate number of shares of Series A Convertible
      Preferred Stock that automatically convert shall not exceed, and shall be
      limited to, the number of authorized shares of Common Stock pursuant to
      the Certificate, and the number of shares so converted shall be determined
      on a pro rata basis.

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    BACKSTOP
PARTIES

     

    
      
        
          
            	
                    Greenlight Entity

                  	 	
                    Commitment Percentage

                  	 
	
                    Greenlight
      Capital, L.P.

                  	 	 	5.2	%
	
                    Greenlight
      Capital Qualified, L.P.

                  	 	 	19.9	%
	
                    Greenlight
      Capital Offshore Partners

                  	 	 	29.4	%
	
                    Greenlight
      Reinsurance, Ltd.

                  	 	 	8.1	%
	
                    Greenlight
      Capital Offshore Master (Gold), Ltd.

                  	 	 	1.3	%
	
                    Greenlight
      Capital (Gold), LP

                  	 	 	2.7	%
	
                    Third
      Point Loan LLC

                  	 	 	33.3	%


          

        

      

    

                             


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    GREENLIGHT
VOTING AGREEMENT    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTION
VERSION

    


    VOTING
AGREEMENT

     

    This
VOTING AGREEMENT (this
“Agreement”)
dated September 24, 2010, is entered into by and among Biofuel Energy Corp., a
Delaware corporation (the “Company”),
and each of the Persons listed on Schedule I attached
hereto (including, with their permitted transferees or assigns, collectively,
the “Stockholders”).  This
Agreement shall become effective as of the Closing (as defined therein) of that
certain proposed registered rights offering for Series A Convertible Preferred
Stock of the Company (or depository interests in respect thereof) (the “Rights
Offering”) as further described in that certain Loan Agreement and Rights
Offering Letter Agreement, each dated as of even date herewith by and among the
Company, each of the Stockholders and the other signatories thereto (the “Loan
Agreement” and the “Rights Offering
Letter Agreement”, respectively).

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of the promises and respective covenants and agreements set forth
in this Agreement and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

     

    ARTICLE
I.


     

    VOTING

     

    Section
1.1     Agreement to
Vote.  Each
Stockholder hereby agrees to vote each share of voting capital stock of the
Company that such Stockholder currently holds or subsequently acquires
(hereinafter the “Stockholder
Shares”), at regular and special meetings of the Company’s stockholders
(or by written consent) in accordance with and subject to the provisions of this
Agreement.

     

    Section
1.2      Manner of
Voting.  The
voting of Shares pursuant to this Agreement may be effected in person, by proxy,
by written consent, or in any other manner permitted by the laws of the State of
Delaware.

     

    Section
1.3     Grant of
Proxy.  Should
the provisions of this Agreement be construed to constitute the granting of
proxies, such proxies shall be deemed coupled with an interest and are
irrevocable for the term of this Agreement.

     

    ARTICLE
II.


     

    BOARD
OF DIRECTORS

     

    Section
2.1     Size and Composition of
Board of Directors.  The
size and composition of the Board of Directors shall be determined in accordance
with the provisions of the Company's Amended and Restated Certificate of
Incorporation, in each case as in effect from time to time (the “Restated
Certificate”) and the Company’s By-Laws.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Section
2.2     Election of Non-Affiliated
Directors.  Subject
to the provisions of the Restated Certificate and By-Laws, effective as of the
date of the consummation of the Rights Offering, each Stockholder agrees that at
each annual meeting of the Company’s stockholders, at any other meeting of the
Company’s stockholders at which members of the Board are to be elected, and
whenever members of the Board are to be elected by written consent, such
Stockholder shall vote or act with respect to all of its Shares so as to elect
Director nominees that are not Affiliates of any or all of the Stockholders such
that at least two (2) directors are not Affiliates of any or all of the
Stockholders; provided that the Company
nominates one or more Director nominees that are not Affiliates of any or all of
the Stockholders; and provided further that there are at
least five directors on the Board.

     

    Section
2.3     Approval of Increase in
Authorized but Unissued Shares of Common Stock.Each
Stockholder agrees that at a meeting of the Company’s stockholders at which the
Company, if ever, proposes to amend its Restated Certificate so as to increase
the number of authorized but unissued shares of Common Stock up to an amount of
shares sufficient to enable the Company to convert all Series A Convertible
Preferred Stock issuable pursuant to the (i) Rights Offering, (ii) the
warrant(s) contemplated by the Loan Agreement and (iii) each other transaction
contemplated by the Loan Agreement, including the “Cargill Acknowledgement
Letter” described in Section 10 of the Rights Offering Letter Agreement), which
shares of Common Stock shall rank pari passu with the existing shares of Common
Stock, in favor of such proposal.

     

    Section
2.4     No Limitation on Other
Voting Rights.  Notwithstanding
any provision of this Agreement to the contrary, nothing in this Agreement shall
limit or restrict a Stockholder from acting in its sole discretion on any matter
other than those referred to in this Agreement.

     

    ARTICLE
III.


     

    CERTAIN
REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    Section
3.1     Ownership, Authority,
Etc.  Each
Stockholder represents and warrants it has full power and capacity to execute,
deliver and perform this Agreement, which has been duly executed and delivered
by, and evidences the valid and binding obligation of, such
Stockholder.

     

    Section
3.2     No Voting or Conflicting
Agreements.  No
Stockholder shall:  (a) except as contemplated by Section 3.3
hereof, grant any proxy, (b) enter into or agree to be bound by any voting
trust, (c) enter into any stockholder agreements or arrangements of any kind
with any Person (whether or not such agreements or arrangements are with other
stockholders of the Company that are not a party to this Agreement) or (d) act,
for any reason, as a member of a group or in concert with any other Persons in
any manner which is inconsistent with the provisions of this
Agreement.

     

    Section
3.3     Covenant to
Vote.  Each
Stockholder shall appear in person or by proxy at any annual or special meeting
of the Company’s stockholders for the purpose of establishing a quorum, and
shall vote such Stockholder’s Shares upon any matter submitted to the Company’s
stockholders in a manner not inconsistent or in conflict with, and to implement,
the terms of this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Section
3.4      Covenants of the
Company.

     

    The
Company agrees to use its reasonable best efforts to propose nominees for
directors that are not Affiliates of any or all of the Stockholders, so as to
enable the Stockholder to comply with its obligations contemplated by Section
2.2.

     

    ARTICLE
IV.


     

    MISCELLANEOUS

     

    Section
4.1      Term.  This
Agreement shall terminate and be of no further force or effect upon the earliest
to occur of (a) at such time as the Company's Common Stock is no longer traded
on a national securities exchange, (b) five (5) years from the date of this
Agreement, (c) the date as of which the parties hereto terminate this Agreement
by the written consent of the holders of a majority of the Stockholder
Shares then outstanding on the one hand, and the Company, on the other hand; and
(d) the Stockholder Shares represent less than 15% of the Company’s issued and
outstanding voting capital stock.

     

    Section
4.2     Entire
Agreement.  This
Agreement, together with the Schedules hereto and any certificates, documents,
instruments and writings that are delivered pursuant hereto, constitutes the
entire agreement and understanding of the parties in respect of the subject
matter hereof and supersedes all prior understandings, agreements or
representations by or among the parties, written or oral, to the extent they
relate in any way to the subject matter hereof.  Except as provided in
Section 4.3,
there are no third party beneficiaries having rights under or with respect to
this Agreement.

     

    Section
4.3     Binding Effect;
Assignment.  The
Company may not assign its rights under this Agreement.  A transferee
that is not an Affiliated Person of a Stockholder shall not be bound by the
terms and conditions of this Agreement.  No Stockholders may transfer
Stockholder Shares to an Affiliated Person (whether by merger or otherwise by
operation of law) unless such Affiliated Person shall agree to be bound by the
terms hereof pursuant to the form set forth in Exhibit
A.

     

    Section
4.4     Notices.  All
notices, requests and other communications provided for or permitted to be given
under this Agreement must be in writing and shall be given by personal delivery,
by certified or registered United States mail (postage prepaid, return receipt
requested), by a nationally recognized overnight delivery service for next day
delivery, or by facsimile transmission, as follows (or to such other address as
any party may give in a notice given in accordance with the provisions
hereof):

     

    If to a
Stockholder:

     

    Greenlight
Capital, Inc.

    140 E. 45
Street – 24fl.

    New York,
New York  10017

    Phone:   (212)
973-1900

    Fax:  212-973-9219

    Attn:  Daniel
Roitman


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    With a
copy to (which does not constitute notice):

     

    Akin Gump
Strauss Hauer & Feld LLP

    One
Bryant Park

    New York,
New York  10036

    Phone:  (212)
872-1095

    Fax:  (212)
872-1002

    Attn:  Kerry
E. Berchem, Esq.

     

    If to the
Company:

     

    BioFuel
Energy Corp.

    1600
Broadway, Suite 2200

    Phone:
(303) 640-6500

    Fax:
(303) 592-8117

    Attn:
President

     

    With a
copy to (which does not constitute notice):

     

    Cravath,
Swaine & Moore LLP

    825
Eighth Avenue

    New York,
New York 10019

    Phone:
(212) 474-1000

    Fax:
(212) 474-3700

    Attn:
Craig F. Arcella

     

    All
notices, requests or other communications will be effective and deemed given
only as follows:  (i) if given by personal delivery, upon such
personal delivery, (ii) if sent by certified or registered mail, on the fifth
business day after being deposited in the United States mail, (iii) if sent for
next day delivery by overnight delivery service, on the date of delivery as
confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon
the transmitter’s confirmation of receipt of such facsimile transmission, except
that if such confirmation is received after 5:00 p.m. (in the recipient’s time
zone) on a business day, or is received on a day that is not a business day,
then such notice, request or communication will not be deemed effective or given
until the next succeeding business day.  Notices, requests and other
communications sent in any other manner, including by electronic mail, will not
be effective.

     

    Section
4.5      Submission to Jurisdiction;
Waiver of Jury Trial.

     

    (a)     
Submission to
Jurisdiction.  Any action, suit or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
any federal court located in the State of Delaware or any Delaware state court,
and each party consents to the non-exclusive jurisdiction and venue of such
courts (and of the appropriate appellate courts therefrom) in any such action,
suit or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such, action, suit or proceeding in any such court or that any such
action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.  Process in any such action, suit or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court.  Without limiting the foregoing,
service of process on such party as provided in Section 4.4
shall be deemed effective service of process on such party.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (b)     
Waiver of Jury
Trial.  EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE
OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO
JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO
ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT
IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 4.5(b).

     

    Section
4.6      Headings.  The
article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of
this Agreement.

     

    Section
4.7      Governing
Law.  This
Agreement will be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any choice of law
principles.

     

    Section
4.8      Amendments.  The
Company will amend Schedule I promptly
to reflect transfers to Affiliates as contemplated by this
Agreement.  An amendment or modification to any provision of this
Agreement will require the written consent of the Company and the holders of at
least a majority of the Stockholder
Shares.

     

    Section
4.9      Extensions;
Waivers.  Any
party may, for itself only, (a) extend the time for the performance of any of
the obligations of any other party under this Agreement, (b) waive any
inaccuracies in the representations and warranties of any other party contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any such extension or waiver will be valid only if set forth
in a writing signed by the party to be bound thereby.  No waiver by
any party of any default, misrepresentation or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or
subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or
subsequent such occurrence.  Neither the failure nor any delay on the
part of any party to exercise any right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy preclude any other or further exercise of the same or of any
other right or remedy.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Section
4.10   Severability.  The
provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this
Agreement, as applied to any party or to any circumstance, is judicially
determined not to be enforceable in accordance with its terms, the parties agree
that the court judicially making such determination may modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its modified form, such provision will
then be enforceable and will be enforced.

     

    Section
4.11   Counterparts;
Effectiveness.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original but all of which together will constitute one and the same
instrument.  This Agreement will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties.

     

    Section
4.12   Construction.  This
Agreement has been freely and fairly negotiated among the parties.  If
an ambiguity or question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties and no presumption or burden
of proof will arise favoring or disfavoring any party because of the authorship
of any provision of this Agreement.  Any reference to any law will be
deemed to refer to such law as in effect on the date hereof and all rules and
regulations promulgated thereunder, unless the context requires
otherwise.  The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in
the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
parties intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party has breached any covenant
contained herein in any respect, the fact that there exists another covenant
relating to the same subject matter (regardless of the relative levels of
specificity) which the party has not breached will not detract from or mitigate
the fact that the party is in breach of the first covenant.

     

    Section
4.13   Aggregation of
Stock.  All
Stockholder Shares owned or acquired by any Stockholder or its Affiliated
Persons shall be aggregated together for the purpose of determining the
availability of any right under this Agreement.

     

    Section
4.14   Certain Defined
Terms.  As
used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Affiliate”
means, with respect to any Person, (i) any other Person of which securities or
other ownership interests representing more than 50% of the voting interests
are, at the time such determination is being made, owned, Controlled or held,
directly or indirectly, by such Person or (ii) any other Person which, at the
time such determination is being made, is Controlling, Controlled by or under
common Control with, such Person.  As used herein, “Control”,
whether used as a noun or verb, refers to the possession, directly or
indirectly, of the power to direct, or cause the direction of, the management or
policies of a Person, whether through the ownership of voting securities or
otherwise.

     

    “Person”
means any individual, firm, corporation, company, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of any such entity.

     

    Section
4.15   Incorporation of Exhibits
and Schedules.  The
exhibits and schedules identified in this Agreement are incorporated by
reference herein and made a part hereof.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Voting Agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              GREENLIGHT
      CAPITAL OFFSHORE PARTNERS

                                            
	 	 
	
                                              By:

                                            	
                                              Greenlight
      Capital, Inc., its general partner

                                            
	 
      	 
      	 
      
	 
      	
                                              By:

                                            	
                                               

                                            
	 
      	 
      	
                                              Daniel
      Roitman

                                            
	 
      	 
      	
                                              Chief
      Operating Officer

                                            
	 
      	 
      	 
      
	
                                              GREENLIGHT
      CAPITAL, LP

                                            
	 	 
	
                                              By:

                                            	
                                              Greenlight
      Capital, LLC, its general partner

                                            
	 
      	 
      	 
      
	 
      	
                                              By:

                                            	
                                               

                                            
	 
      	 
      	
                                              Daniel Roitman

                                            
	 
      	 
      	
                                              Chief Operating Officer

                                            
	 
      	 
      	 
      
	
                                              GREENLIGHT
      CAPITAL QUALIFIED, L.P.

                                            
	 
      	 
      
	
                                              By:

                                            	
                                              Greenlight
      Capital, LLC, its general partner

                                            
	 
      	 
      	 
      
	 
      	
                                              By:

                                            	
                                               

                                            
	 
      	 
      	
                                              Daniel Roitman

                                            
	 
      	 
      	
                                              Chief Operating Officer

                                            
	 
      	 
      	 
      
	
                                              GREENLIGHT
      REINSURANCE, LTD.

                                            
	 
      	 
      	 
      
	
                                              By:

                                            	
                                              DME
      Advisor, LP, its general partner

                                            
	 
      	 
      	 
      
	 
      	
                                              By:

                                            	
                                               

                                            
	 
      	 
      	
                                              Daniel Roitman

                                            
	 
      	 
      	
                                              Chief Operating
  Officer

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  GREENLIGHT
      CAPITAL (GOLD), LP

                                
	 	 
	
                                  By:

                                	
                                  DME
      Management GP, LLC, its general
      partner

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                   

                                
	 
      	 
      	
                                  Daniel Roitman

                                
	 
      	 
      	
                                  Chief Operating Officer

                                
	 
      	 
      	 
      
	
                                  GREENLIGHT
      CAPITAL OFFSHORE MASTER
      (GOLD), LTD.

                                
	 	 
	
                                  By:

                                	
                                  DME
      Capital Management, LP, its general
      partner

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                   

                                
	 
      	 
      	
                                  Daniel Roitman

                                
	 
      	 
      	
                                  Chief Operating
  Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    STOCKHOLDER

     

    Greenlight
Capital, L.L.C.

     

    Greenlight
Capital, Inc.

     

    Greenlight
Capital, L.P.

     

    Greenlight
Capital Qualified, L.P.

     

    Greenlight
Capital Offshore Partners

     

    DME
Advisors GP, L.L.C.

     

    DME
Advisors, L.P.

     

    
      Schedule
I


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ADOPTION
AGREEMENT

     

    This
Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned (the “Affiliated Transferee”)
pursuant to the terms of that certain Voting Agreement dated as of [__________ ___, 200_]
(the “Agreement”)
by and among the Company and certain of its stockholders.  Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Agreement.  By the execution of this Adoption
Agreement, the Transferee agrees as follows:

     

    
      	
               
      

            	
              (a)

            	
              Acknowledgment.  The
      Affiliated Transferee acknowledges that the Transferee is acquiring
      certain shares of the capital stock of the Company (the “Stock”),
      subject to the terms and conditions of the
  Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Agreement.  The
      Affiliated Transferee: (i) agrees that the Stock acquired by the
      Transferee, and any Stock acquired by the Affiliated Transferee in the
      future, shall be bound by and subject to the terms of the Agreement, and
      (ii) hereby adopts the Agreement with the same force and effect as if the
      Affiliated Transferee were originally a party thereto;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notice.  Any
      notice required or permitted by the Agreement shall be given to the
      Transferee at the address listed beside the Affiliated Transferee’s
      signature below.

            


    

     

    EXECUTED
AND DATED this ______ day of _____________, 2010.

     

    
      
        
          
            
              	
                      AFFILIATED
      TRANSFEREE:

                    
	 
      
	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      
	
                      Address:

                    	 
      
	
                      Facsimile:

                    	 
      


            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          Accepted
      and Agreed:

                        
	 
      	 
      
	
                          BIOFUEL
      ENERGY CORP.

                        
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT D

     

    THIRD POINT VOTING AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VOTING
AGREEMENT

     

    This
VOTING AGREEMENT (this
“Agreement”)
dated September 24, 2010, is entered into by and among Biofuel Energy Corp., a
Delaware corporation (the “Company”),
and each of the Persons listed on Schedule I attached
hereto (including, with their permitted transferees or assigns, collectively,
the “Stockholders”).  This
Agreement shall become effective as of the Closing (as defined therein) of that
certain proposed registered rights offering for Series A Convertible Preferred
Stock of the Company (or depository interests in respect thereof) (the “Rights
Offering”) as further described in that certain Loan Agreement and Rights
Offering Letter Agreement, each dated as of even date herewith by and among the
Company, each of the Stockholders and the other signatories thereto (the “Loan
Agreement” and the “Rights Offering
Letter Agreement”, respectively).

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of the premises and respective covenants and agreements set forth
in this Agreement and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

     

    ARTICLE
I.


     

    VOTING

     

    Section
1.1 Agreement to
Vote.  Each Stockholder hereby agrees to vote each share of
voting capital stock of the Company that such Stockholder currently holds or
subsequently acquires (hereinafter the “Stockholder
Shares”), at regular and special meetings of the Company’s stockholders
(or by written consent) in accordance with and subject to the provisions of this
Agreement.

     

    Section
1.2 Manner of
Voting.  The voting of Shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner
permitted by the laws of the State of Delaware.

     

    Section
1.3 Grant of
Proxy.  Should the provisions of this Agreement be construed to
constitute the granting of proxies, such proxies shall be deemed coupled with an
interest and are irrevocable for the term of this Agreement.

     

    ARTICLE
II.


     

    BOARD
OF DIRECTORS

     

    Section
2.1 Size and Composition of Board of
Directors.  The size and composition of the Board of Directors
shall be determined in accordance with the provisions of the Company's Amended
and Restated Certificate of Incorporation, in each case as in effect from time
to time (the “Restated
Certificate”) and the Company’s By-Laws.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Section
2.2 Approval of Increase in Authorized
but Unissued Shares of Common Stock.  Each Stockholder agrees
that at a meeting of the Company’s stockholders at which the Company, if ever,
proposes to amend its Restated Certificate so as increase the number of
authorized but unissued shares of Common Stock up to an amount of shares
sufficient to enable the Company to convert all Series A Convertible Preferred
Stock issuable pursuant to the (i) Rights Offering, (ii) the warrant(s)
contemplated by the Loan Agreement and (iii) each other transaction contemplated
by the Loan Agreement, including the “Cargill Acknowledge Letter” described in
Section 10 of the Rights Offering Letter Agreement), which shares of Common
Stock shall rank pari passu with the existing shares of Common Stock, in favor
of such proposal.

     

    Section
2.3 No Limitation on Other Voting
Rights.  Notwithstanding any provision of this Agreement to the
contrary, nothing in this Agreement shall limit or restrict a Stockholder from
acting in its sole discretion on any matter other than those referred to in this
Agreement.

     

    ARTICLE
III.


     

    CERTAIN
REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    Section
3.1 Ownership, Authority,
Etc.  Each Stockholder represents and warrants it has full
power and capacity to execute, deliver and perform this Agreement, which has
been duly executed and delivered by, and evidences the valid and binding
obligation of, such Stockholder.

     

    Section
3.2 No Voting or Conflicting
Agreements.  No Stockholder shall:  (a) except as
contemplated by Section 3.3
hereof, grant any proxy, (b) enter into or agree to be bound by any voting
trust, (c) enter into any stockholder agreements or arrangements of any kind
with any Person (whether or not such agreements or arrangements are with other
stockholders of the Company that are not a party to this Agreement) or (d) act,
for any reason, as a member of a group or in concert with any other Persons in
any manner which is inconsistent with the provisions of this
Agreement.

     

    Section
3.3 Covenant to
Vote.  Each Stockholder shall appear in person or by proxy at
any annual or special meeting of the Company’s stockholders for the purpose of
establishing a quorum, and shall vote such Stockholder’s Shares upon any matter
submitted to the Company’s stockholders in a manner not inconsistent or in
conflict with, and to implement, the terms of this Agreement.

     

    ARTICLE
IV.


     

    MISCELLANEOUS

     

    Section
4.1 Term.  This
Agreement shall terminate and be of no further force or effect upon the earliest
to occur of (a) at such time as the Company's Common Stock is no longer traded
on a national securities exchange Global Market, (b) five (5) years from the
date of this Agreement, (c) the date as of which the parties hereto terminate
this Agreement by the written consent of the holders of a majority of the Stockholder
Shares then outstanding on the one hand, and the Company, on the other hand; and
(d) the Stockholder Shares represent less than 36.4% of the Company’s issued and
outstanding voting capital stock.

     

    Section
4.2 Entire
Agreement.  This Agreement, together with the Schedules hereto
and any certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the
parties in respect of the subject matter hereof and supersedes all prior
understandings, agreements or representations by or among the parties, written
or oral, to the extent they relate in any way to the subject matter
hereof.  Except as provided in Section 4.3,
there are no third party beneficiaries having rights under or with respect to
this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Section
4.3 Binding Effect;
Assignment.  The Company may not assign its rights under this
Agreement.  A transferee that is not an Affiliated Person of a
Stockholder shall not be bound by the terms and conditions of this
Agreement.  No Stockholders may transfer Stockholder Shares to an
Affiliated Person (whether by merger or otherwise by operation of law) unless
such Affiliated Person shall agree to be bound by the terms hereof pursuant to
the form set forth in Exhibit
A.

     

    Section
4.4 Notices.  All
notices, requests and other communications provided for or permitted to be given
under this Agreement must be in writing and shall be given by personal delivery,
by certified or registered United States mail (postage prepaid, return receipt
requested), by a nationally recognized overnight delivery service for next day
delivery, or by facsimile transmission, as follows (or to such other address as
any party may give in a notice given in accordance with the provisions
hereof):

     

    [If to a
Stockholder:]

     

    
      Third
Point Loan LLC

      c/o Third
Point Advisors, L.L.C.

      390 Park
Avenue, 18th
Floor

      New York,
New York 10002

       

    

    With a
copy to (which does not constitute notice):

     

    
      Wilkie
Farr & Gallagher LLP

      787
Seventh Avenue

      New York,
New York 10019

      Phone:
(212) 728-8267

      Fax:
(212) 728-9267

      Attn:
Michael A. Schwartz, Esq.

       

    

    If to the
Company:

     

    BioFuel
Energy Corp.

    1600
Broadway, Suite 2200

    Phone:
(303) 640-6500

    Fax:
(303) 592-8117

    Attn:
President

     

    With a
copy to (which does not constitute notice):

     

    Cravath,
Swaine & Moore LLP

    825
Eighth Avenue

    New York,
New York 10019

    Phone:
(212) 474-1000

    Fax:
(212) 474-3700

    Attn:
Craig F. Arcella


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    All
notices, requests or other communications will be effective and deemed given
only as follows:  (i) if given by personal delivery, upon such
personal delivery, (ii) if sent by certified or registered mail, on the fifth
business day after being deposited in the United States mail, (iii) if sent for
next day delivery by overnight delivery service, on the date of delivery as
confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon
the transmitter’s confirmation of receipt of such facsimile transmission, except
that if such confirmation is received after 5:00 p.m. (in the recipient’s time
zone) on a business day, or is received on a day that is not a business day,
then such notice, request or communication will not be deemed effective or given
until the next succeeding business day.  Notices, requests and other
communications sent in any other manner, including by electronic mail, will not
be effective.

     

    Section
4.5 Submission to Jurisdiction; Waiver
of Jury Trial.

     

    (a)           Submission to
Jurisdiction.  Any action, suit or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
any federal court located in the State of Delaware or any Delaware state court,
and each party consents to the non-exclusive jurisdiction and venue of such
courts (and of the appropriate appellate courts therefrom) in any such action,
suit or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such, action, suit or proceeding in any such court or that any such
action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.  Process in any such action, suit or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court.  Without limiting the foregoing,
service of process on such party as provided in Section 4.4
shall be deemed effective service of process on such party.

     

    (b)           Waiver of Jury
Trial.  EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE
OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO
JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO
ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT
IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 4.5(b).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Section
4.6 Headings.  The
article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of
this Agreement.

     

    Section
4.7 Governing
Law.  This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
choice of law principles.

     

    Section
4.8 Amendments.  The
Company will amend Schedule I promptly
to reflect transfers to Affiliates as contemplated by this
Agreement.  An amendment or modification to any provision of this
Agreement will require the written consent of the Company and the holders of at
least a majority of the Stockholder
Shares.

     

    Section
4.9 Extensions;
Waivers.  Any party may, for itself only, (a) extend the time
for the performance of any of the obligations of any other party under this
Agreement, (b) waive any inaccuracies in the representations and warranties of
any other party contained herein or in any document delivered pursuant hereto
and (c) waive compliance with any of the agreements or conditions for the
benefit of such party contained herein.  Any such extension or waiver
will be valid only if set forth in a writing signed by the party to be bound
thereby.  No waiver by any party of any default, misrepresentation or
breach of warranty or covenant hereunder, whether intentional or not, may be
deemed to extend to any prior or subsequent default, misrepresentation or breach
of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent such occurrence.  Neither the
failure nor any delay on the part of any party to exercise any right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
of the same or of any other right or remedy.

     

    Section
4.10 Severability.  The
provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this
Agreement, as applied to any party or to any circumstance, is judicially
determined not to be enforceable in accordance with its terms, the parties agree
that the court judicially making such determination may modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its modified form, such provision will
then be enforceable and will be enforced.

     

    Section
4.11 Counterparts;
Effectiveness.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.  This Agreement will
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
4.12 Construction.  This
Agreement has been freely and fairly negotiated among the parties.  If
an ambiguity or question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties and no presumption or burden
of proof will arise favoring or disfavoring any party because of the authorship
of any provision of this Agreement.  Any reference to any law will be
deemed to refer to such law as in effect on the date hereof and all rules and
regulations promulgated thereunder, unless the context requires
otherwise.  The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in
the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
parties intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party has breached any covenant
contained herein in any respect, the fact that there exists another covenant
relating to the same subject matter (regardless of the relative levels of
specificity) which the party has not breached will not detract from or mitigate
the fact that the party is in breach of the first covenant.

     

    Section
4.13 Aggregation of
Stock.  All Stockholder Shares owned or acquired by any
Stockholder or its Affiliated Persons shall be aggregated together for the
purpose of determining the availability of any right under this
Agreement.

     

    Section
4.14 Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

     

    “Affiliate”
means, with respect to any Person, (i) any other Person of which securities or
other ownership interests representing more than 50% of the voting interests
are, at the time such determination is being made, owned, Controlled or held,
directly or indirectly, by such Person or (ii) any other Person which, at the
time such determination is being made, is Controlling, Controlled by or under
common Control with, such Person.  As used herein, “Control”,
whether used as a noun or verb, refers to the possession, directly or
indirectly, of the power to direct, or cause the direction of, the management or
policies of a Person, whether through the ownership of voting securities or
otherwise.

     

    “Person”
means any individual, firm, corporation, company, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of any such entity.

     

    Incorporation
of Exhibits and Schedules.  The exhibits and schedules identified in
this Agreement are incorporated by reference herein and made a part
hereof.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Voting Agreement as of the date first above
written.


     

    
      	 
      	
              THIRD
      POINT LOAN LLC

            
	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              James
      P. Gallagher

            
	 
      	 
      	
              Chief
      Administrative Officer

            


    

    


    Signature
Page to Voting Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    STOCKHOLDER


     

    Third
Point Loan LLC


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ADOPTION
AGREEMENT

     

    This
Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned (the “Affiliated Transferee”)
pursuant to the terms of that certain Voting Agreement dated as of [__________ ___, 200_]
(the “Agreement”)
by and among the Company and certain of its stockholders.  Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Agreement.  By the execution of this Adoption
Agreement, the Transferee agrees as follows:

     

    
      	
               
      

            	
              (a)

            	
              Acknowledgment.  The
      Affiliated Transferee acknowledges that the Transferee is acquiring
      certain shares of the capital stock of the Company (the “Stock”),
      subject to the terms and conditions of the
  Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Agreement.  The
      Affiliated Transferee: (i) agrees that the Stock acquired by the
      Transferee, and any Stock acquired by the Affiliated Transferee in the
      future, shall be bound by and subject to the terms of the Agreement, and
      (ii) hereby adopts the Agreement with the same force and effect as if the
      Affiliated Transferee were originally a party thereto;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notice.  Any
      notice required or permitted by the Agreement shall be given to the
      Transferee at the address listed beside the Affiliated Transferee’s
      signature below.

            


    

     

    EXECUTED
AND DATED this ______ day of _____________, 2010.

     

    
      	 
      	
              AFFILIATED
      TRANSFEREE:

            
	 
      	 
      
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	
              Address:

            	 
      
	 
      	
              Facsimile:

            	 
      


    

     

    Accepted
and Agreed:

     

    BIOFUEL
ENERGY CORP.


     

    
      	
              By:

            	 
      	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         


    

     

    Schedule
11(a)

     

    The
lenders under its Senior Credit Facility may have an action prepared in the
event they are not paid the working capital indebtedness by September 27,
2010.           


               


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT
1.1(B)

     

    Form
of Executive Management Waiver Agreement 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BIOFUEL
ENERGY CORP.

    1600
BROADWAY, SUITE 2200

    DENVER,
COLORADO 80202

    CONFIDENTIAL
AND PROPRIETARY

    September
24, 2010

    Greenlight
APE, LLC

    as
Administrative Agent

    


    Re:  BioFuel Change of Control
Arrangements

    Gentlemen:

    We, the undersigned executive officers
(“Executives”)
of BioFuel Energy Corp. (“BioFuel Energy”),
understand that Greenlight APE, LLC is acting as administrative agent for
certain lenders under that certain Loan Agreement (the “Loan Agreement”),
dated as of September 24, 2010 (collectively as identified therein, the “Lenders”), pursuant
to which the Lenders are making a bridge loan (the “Bridge Loan”) to
BioFuel Energy, whereby as soon as reasonably practicable following the closing
of the Bridge Loan, BioFuel Energy will commence with a registered rights
offering pursuant to the appropriate registration statement whereby it will
offer Series A Convertible Preferred Stock (as defined in the Loan Agreement) to
its existing stockholders on a pro rata basis and use the proceeds raised in
connection with the rights offering to repay the Bridge Loan and certain other
indebtedness of BioFuel Energy, LLC  (the “Rights Offering,”
together with the Bridge Loan, the “Transaction”).

    BioFuel Energy and BioFuel Energy, LLC
(“BFE Energy,”
and together with BioFuel Energy, “BioFuel”) anticipate
that the Transaction would result in a “change of control” for purposes of
awards (“Equity
Awards”) held under the BioFuel Energy Corp. 2007 Equity Incentive
Compensation Plan (the “Equity Plan”) and the
vesting and payment provisions of the BioFuel Energy, LLC Change of Control Plan
(the “Change of
Control Plan,” and together with the Equity Plan, the “Plans”).

    In consideration of the foregoing, and
in order to induce the Lenders to make the Bridge Loan and undertake the Rights
Offering, the Executives who are signatory hereto, severally and not jointly,
agree as follows:

    
      	
               
      

            	
              1.

            	
                     Notwithstanding
      anything to the contrary contained in the Plans, the Transaction as
      described above shall not constitute a “Change of Control” as defined
      under the Plans; and

            


    

     

    
      	
               
      

            	
              2.

            	
                     Notwithstanding
      anything to the contrary contained in those certain Executive Employment
      Agreements dated August 31, 2010 by and between BFE Energy and each of
      Scott H. Pearce and Kelly G. Maguire, respectively (the “Agreements”), the
      Transaction as described above shall not constitute a “Change of Control”
      as defined under the Agreements;
and

            


    

     

    
      	
               
      

            	
              3.

            	
                     Notwithstanding
      anything to the contrary contained in those certain Offers of Continued
      Employment dated August 31, 2010 by and between BFE Energy and each of
      Doug Anderson and Mark Zoeller, respectively (the “Offers”), the
      Transaction as described above shall not constitute a “Change of Control”
      as defined under the offers.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Letter
Agreement re: BioFuel Change of Control Arrangements

    Greenlight
APE, LLC

    as
Administrative Agent

    September
24, 2010

     

    The
foregoing shall apply with respect to the Plans solely to the extent such Plans
provide benefits to the undersigned Executives, and not with respect to any
payments, acceleration of awards or any other benefits under the Plans that
might apply to any other employee of BioFuel.

     

    This
letter agreement shall become effective only as of the completion of the
Transaction and, if the Transaction does not occur, this letter agreement shall
be void and of no force and effect.  This letter agreement contains
the entire agreement among the parties concerning the subject matter hereof and
supersedes and nullifies all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with
respect to the subject matter hereof. This letter agreement may be executed in
separate counterparts, each of which shall be considered binding and
enforceable, severally and not jointly, on the signatories hereto.

     

    Acknowledged and agreed as of the date
first written above.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Letter
Agreement re: BioFuel Change of Control Arrangements

    Greenlight
APE, LLC

    as
Administrative Agent

    September
24, 2010

    


    
      
        
          
            
              
                	
                        By
      Executives:

                      
	 
      
	 
      
	
                        Scott
      Pearce

                      
	
                        President
      and CEO

                      
	 
      
	 
      
	
                        Kelly
      Maguire

                      
	
                        Executive
      Vice President and CFO

                      
	 
      
	 
      
	
                        Doug
      Anderson

                      
	
                        Vice
      President of Operations

                      
	 
      
	 
      
	
                        Mark
      Zoeller

                      
	
                        Vice
      President and General
Counsel

                      


              

            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    EXHIBIT
1.1(P)

     

    Form
of Pledge Agreement 

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTION
VERSION

    


    PLEDGE
AGREEMENT

     

    THIS
PLEDGE AGREEMENT (the “Agreement”),
dated September 24, 2010, is made and entered into by and between BIOFUEL ENERGY
CORP., a Delaware corporation (“Pledgor”),
and GREENLIGHT APE,
LLC, in its capacity as agent for the Lenders under the Loan Agreement
referred to below (the “Secured
Party”).

     

    WHEREAS,
pursuant to that certain Loan Agreement (as it may hereafter from time to time
be restated, amended, modified or supplemented, the “Loan
Agreement”) of even date herewith by and among Pledgor, the lenders party thereto (the
“Lenders”)
and the Secured
Party, in its capacity as Agent thereunder, the Lenders have agreed to provide a
term loan to the Pledgor; and

     

    WHEREAS,
as part of the security for such loans and as required by the Loan Agreement,
Pledgor’s limited liability company interests in BioFuel Energy, LLC, a Delaware
limited liability company (the “Subsidiary”),
is to be pledged to the Secured Party in accordance herewith; and

     

    WHEREAS,
Pledgor owns 78.7%
of the limited liability company interests of BFE Energy.

     

    NOW,
THEREFORE, intending to be legally bound hereby, the parties hereto agree as
follows:

     

    1.           Defined
Terms.

     

    (a)          Except
as otherwise expressly provided herein, capitalized terms used in this Agreement
shall have the respective meanings assigned to them in the Loan
Agreement.  Where applicable and except as otherwise expressly
provided herein, terms used herein (whether or not capitalized) shall have the
respective meanings assigned to them in the Uniform Commercial Code as in effect
on the date hereof in the State of New York or the State of Delaware (as
applicable) (together, the “UCC”).

     

    (b)          “Pledged
Collateral” shall mean and include the following:  (i) the
issued and outstanding limited liability company interests of the Subsidiary
listed on Schedule A
attached hereto and made a part hereof, and all rights and privileges pertaining
thereto, including, without limitation, all securities and additional securities
receivable in respect of or in exchange for such securities, all rights to
subscribe for securities incident to or arising from ownership of such
securities, all cash, interest, membership interests, stock and other dividends
or distributions paid or payable on such securities, and all books and records
pertaining to the foregoing, including, without limitation, all membership
interest record and transfer books, (ii) any and all other securities hereafter
pledged by Pledgor to the Secured Party to secure the Secured Obligations (as
hereinafter defined) of the Borrower, and all rights and privileges pertaining
thereto, including, without limitation, all securities and additional securities
receivable in respect of or in exchange for such securities, all rights to
subscribe for securities incident to or arising from ownership of such
securities, all cash, interest, membership interests, stock and other dividends
or distributions paid or payable on such securities, and all books and records
pertaining to the foregoing, and (iii) whatever is received when any of the
foregoing is sold, exchanged or otherwise disposed of, including any proceeds as
such term is defined in the UCC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.           Grant of Security
Interests.  Pledgor, to secure on a first priority basis the
payment and performance of all the Obligations of the Borrower under the Loan
Documents (the “Secured
Obligations”), subject only to the Permitted Liens, hereby grants to the
Secured Party a first priority security interest in all of the Pledgor’s now existing
and hereafter acquired and/or arising right, title and interest in, to and under
the Pledged Collateral owned by Pledgor, whether now or hereafter existing and
wherever located.

     

    3.           Further
Assurances.  Prior to or concurrently with the execution of
this Agreement, and thereafter at any time and from time to time upon reasonable
request of the Secured Party, the Pledgor shall execute and deliver to the
Secured Party all financing statements, continuation financing statements,
termination statements, assignments, certificates and documents of title,
affidavits, reports, notices, schedules of account, letters of authority,
further pledges, powers of attorney and all other documents (collectively, the
“Security
Documents”) which the Secured Party may reasonably request, in form reasonably satisfactory
to the Secured Party, and take such other action which the Secured Party may
request, to perfect and continue perfected and to create and maintain the first
priority status of the Secured Party’s security interest (subject only to
Permitted Liens) in the Pledged Collateral and to fully consummate the
transactions contemplated under the Loan Agreement, the other Loan Documents and
this Agreement.  Upon the occurrence and continuation of an Event of
Default, the Pledgor irrevocably makes, constitutes and appoints the Secured
Party (and any of the Secured Party’s officers or employees or agents designated
by the Secured Party) as Pledgor’s true and lawful attorney with power to sign
the name of Pledgor on all or any of the Security Documents which the Secured
Party determines must be executed, filed, recorded or sent in order to perfect
or continue perfected the Secured Party’s security interest in the Pledged
Collateral.  Such power, being coupled with an interest, is
irrevocable until all of the Secured Obligations have been paid in full (other
than contingent indemnification obligations to the extent no claims giving rise
thereto have been asserted).

     

    4.           Representations and
Warranties.  Pledgor hereby affirms all representations and
warranties related to the Pledgor in the Loan Agreement and further represents
and warrants to the Secured Party as follows:

     

    (a)          Pledgor
has, and will continue to have (or, in the case of after-acquired Pledged
Collateral, at the time it acquires rights in such Pledged Collateral, will
have), title to the Pledged Collateral, free and clear of all Liens other than
the Permitted Liens.

     

    (b)          The
limited liability company interests constituting the Pledged Collateral have
been duly authorized and validly issued to Pledgor (as set forth on Schedule A
hereto).

     

    (c)          Except
for the Permitted Liens, the security interests in the Pledged Collateral
granted hereunder are valid and perfected.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (d)          Except
as set forth in the Subsidiary's amended and restated limited liability company
agreement, and except for limitations imposed by the Securities Act of 1933, as
amended, there are no restrictions upon the transfer of the Pledged Collateral
and Pledgor has the power and authority and right to transfer the Pledged
Collateral free of any encumbrances and without obtaining the consent of any
other Person.

     

    (e)          There
are no actions, suits, or proceedings pending or, to its best knowledge after
due inquiry, threatened against or affecting Pledgor with respect to the Pledged
Collateral, at law or in equity or before or by any Official Body, and Pledgor
is not in default with respect to any judgment, writ, injunction, decree, rule
or regulation which could adversely affect its performance
hereunder.

     

    (f)          The
address of Pledgor’s principal place of business is as set forth on Schedule 1.1(A)
of the Loan Agreement.

     

    5.           General
Covenants.  In addition to any covenants and agreements of
Pledgor set forth in the other Loan Documents, which are incorporated herein by
this reference, Pledgor hereby covenants and agrees as follows:

     

    (a)          Pledgor
shall do all reasonable acts that may be necessary and appropriate to maintain,
preserve and protect the Pledged Collateral; Pledgor shall be responsible for
the risk of loss of, damage to, or destruction of the Pledged Collateral owned
by Pledgor, unless such loss is the result of the gross negligence or willful
misconduct of the Secured Party.  Pledgor shall notify the Secured
Party in writing ten (10) days prior to any change in its principal place of
business.

     

    (b)          Pledgor
shall appear in and defend any action or proceeding of which it is aware which
could reasonably be expected to affect its title to, or the Secured Party’s
interest in, the Pledged Collateral owned by it and the proceeds thereof; provided, however, that it may
settle such actions or proceedings with respect to the Pledged Collateral it
owns with the consent of the Secured Party, which consent shall not be
unreasonably withheld or delayed.

     

    (c)          Pledgor
shall keep separate, accurate and complete records of the Pledged Collateral
owned by it, disclosing the Secured Party’s security interest
hereunder.

     

    (d)          Pledgor
shall pay any and all taxes, duties, fees or imposts of any nature, if any,
imposed by any state, federal or local authority on any of the Pledged
Collateral that the Pledgor is required or obligated to pay, except to the
extent contested in good faith by appropriate proceedings in accordance with the
manner permitted in the Loan Agreement.

     

    (e)          Pledgor
shall permit the Secured Party, its officers, employees and agents at reasonable
times to inspect all books and records related to the Pledged Collateral,
subject to the terms in Section 7.1.4 of the Loan Agreement.

     

    (f)          During
the term of this Agreement, Pledgor shall not sell, assign, transfer or
otherwise dispose of the Pledged Collateral, except as permitted by the Loan
Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    6.           Other Rights With Respect to
Pledged Collateral.  In addition to the other rights with
respect to the Pledged Collateral granted to the Secured Party hereunder, at any
time and from time to time, after and during the continuation of an Event of
Default, the Secured Party, at its option and at the expense of Pledgor, may (a)
transfer into its own name, or into the name of its nominee, all or any part of
the Pledged Collateral, thereafter receiving all dividends, income or other
distributions upon the Pledged Collateral; (b) take control of and manage all or
any of the Pledged Collateral; (c) apply to the payment of any of the Secured
Obligations, whether any be due and payable or not, any moneys, including cash
dividends and income from any Pledged Collateral, now or hereafter in the hands
of the Secured Party or any Affiliate of the Secured Party, on deposit or
otherwise, belonging to Pledgor, as the Secured Party, in its sole discretion,
shall determine; and (d) do anything which Pledgor is required but fails to do
hereunder.

     

    7.           Additional Remedies Upon
Event of Default.  Upon the occurrence of any Event of Default,
the Secured Party shall have, in addition to all rights and remedies of a
secured party under the UCC or other applicable Law, and in addition to its
rights under Section
6 above and under the other Loan Documents, the following rights and
remedies:

     

    (a)          The
Secured Party may, after ten (10) days’ advance written notice to Pledgor, sell,
assign, give an option or options to purchase or otherwise dispose of the
Pledged Collateral or any part thereof at public or private sale, at any of the
Secured Party’s offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Secured Party may deem commercially
reasonable.  Pledgor agrees that ten (10) days’ advance written notice
of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification.  The
Secured Party shall not be obligated to make any sale of Pledged Collateral
regardless of notice of sale having been given.  The Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.  Pledgor recognizes
that the Secured Party may be compelled to resort to one or more private sales
of the Pledged Collateral to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof.

     

    (b)          The
proceeds of any collection, sale or other disposition of the Pledged Collateral,
or any part thereof, shall, after the Secured Party has made all deductions of
expenses, including but not limited to attorneys’ fees and other expenses
incurred in connection with repossession, collection, sale or disposition of
such Pledged Collateral or in connection with the enforcement of the Secured
Party’s rights with respect to the Pledged Collateral in any insolvency,
bankruptcy or reorganization proceedings, be applied against the Secured
Obligations, whether or not all the same be then due and payable in the manner
set forth in Section 8.2.4 of the Loan Agreement.

     

    8.           Secured Party’s
Duties.  The powers conferred on the Secured Party hereunder
are solely to protect its interest in the Pledged Collateral and shall not
impose any duty upon it to exercise any such powers.  Except for the
safe custody of any Pledged Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Secured Party shall have no duty
as to any Pledged Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Pledged Collateral.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    9.           No Waiver; Cumulative
Remedies.  No failure to exercise, and no delay in exercising,
on the part of the Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any further exercise thereof or the
exercise of any other right, power or privilege.  The remedies herein
provided are cumulative and not exclusive of any remedies provided under the
other Loan Documents or by Law.  Pledgor waives any right to require
the Secured Party to proceed against any other Person or to exhaust any of the
Pledged Collateral or other security for the Secured Obligations or to pursue
any remedy in the Secured Party’s power.

     

    10.         Assignment.  All
rights of the Secured Party under this Agreement shall inure to the benefit of
its successors and permitted assigns.  All obligations of Pledgor
shall bind its successors and permitted assigns; provided, however, Pledgor may
not assign or transfer any of its rights and obligations hereunder or any
interest herein without the prior written consent of the Secured Party, at it
sole discretion.

     

    11.         Severability.  Any
provision of this Agreement which shall be held invalid or unenforceable shall
be ineffective without invalidating the remaining provisions
hereof.

     

    12.         Governing
Law.  This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York without regard to its
conflicts of law principles other than Section 5-1401 of the New York Gen.
Oblig. Law, except to the extent the validity or perfection of the security
interests or the remedies hereunder in respect of any Pledged Collateral are
governed by the law of a jurisdiction other than the State of New
York.

     

    13.         Notices.  All
notices, requests, demands, directions and other communications given to or made
upon any party hereto under the provisions of this Agreement shall be delivered
or sent (i) to the respective parties at the addresses and numbers set forth
under their respective names provided in the Loan Agreement or in accordance
with any subsequent unrevoked written direction from any party to the others and
in accordance with the provisions of Section 10.5 of the Loan
Agreement.  Any Lender giving any notice to the Pledgor shall
simultaneously send a copy thereof to the Secured Party, and the Secured Party
shall promptly notify the other Lenders of the receipt by it of any such
notice.

     

    14.         Specific
Performance.  Pledgor acknowledges and agrees that, in addition
to the other rights of the Secured Party hereunder and under the other Loan
Documents, because the Secured Party’s remedies at law for failure of Pledgor to
comply with the provisions hereof relating to the Secured Party’s rights (a) to
inspect the books and records related to the Pledged Collateral, (b) to receive
the various notifications Pledgor is required to deliver hereunder, (c) to
obtain copies of agreements and documents as provided herein with respect to the
Pledged Collateral, (d) to enforce the provisions hereof pursuant to which
Pledgor has appointed the Secured Party its attorney-in-fact, and (e) to enforce
the Secured Party’s remedies hereunder, would be inadequate and that any such
failure would not be adequately compensable in damages.   The
Pledgor agrees that each such provision hereof may be specifically
enforced.

     

    15.         Voting Rights in Respect of
the Pledged Collateral.  This Agreement is given as Security to
secure performance of the Secured Obligations.  So long as no Event of
Default shall occur and be continuing under the Loan Agreement, Pledgor (x)
shall be entitled to receive and retain any and all dividends and distributions
(in cash, other securities, or in kind) in respect of the Pledged Collateral and
(y) may exercise any and all voting, consensual rights, and other powers of
ownership pertaining to the Pledged Collateral or any part thereof for any
purpose not inconsistent with the terms of this Agreement or the other Loan
Documents; provided, however, that Pledgor
will not exercise or will refrain from exercising any such right, as the case
may be, if such action would have a material adverse effect on the value of any
Pledged Collateral.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    16.         Entire Agreement;
Amendments.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements relating to a grant of a security interest in the Pledged
Collateral by Pledgor.  This Agreement may not be amended or
supplemented except by a writing signed by the Secured Party and
Pledgor.

     

    17.         Reconveyance.  Upon
the payment in full of the Loan, this Agreement and all of the Secured Party’s
right, title and interest hereunder with respect to the Pledged Collateral shall
terminate and be discharged in full and the Secured Party shall, at Pledgor’s
expense, execute and deliver such documents and instruments as necessary and
requested by Pledgor to terminate, release and discharge this Agreement and the
security interest created hereby and to reconvey the Pledged Collateral to
Pledgor.

     

    18.         Counterparts.  This
Agreement may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed an original and all of which taken together shall constitute but one and
the same agreement.

     

    19.         Descriptive
Headings.  The descriptive headings which are used in this
Agreement are for the convenience of the parties only and shall not affect the
meaning of any provision of this Agreement.

     

    20.         Waiver of Jury
Trial.  THE
PLEDGOR, THE SECURED PARTY AND THE LENDERS EACH HEREBY WAIVE TRIAL BY JURY IN
ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR
RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL
EXTENT PERMITTED BY LAW.

     

    THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE
PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  EACH
PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    21.         Jurisdiction and
Venue.  EACH
OF THE PLEDGOR, THE SECURED PARTY AND THE LENDERS HEREBY IRREVOCABLY CONSENTS TO
THE NONEXCLUSIVE JURISDICTION OF THE NEW YORK SUPREME COURT SITTING IN NEW YORK
COUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED
MAIL DIRECTED TO SUCH PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.5 OF THE
LOAN AGREEMENT [NOTICES] AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
UPON ACTUAL RECEIPT THEREOF.  EACH OF THE PLEDGOR, THE SECURED PARTY
AND THE LENDERS WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed with the intention that it constitutes a sealed instrument as of the
date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  BIOFUEL
      ENERGYCORP.,

                                
	
                                  as
      Pledgor

                                
	 
      	 
      	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      
	 
      	 
      	 
      
	
                                  GREENLIGHT
      APE, LLC

                                
	
                                  as
      Secured Party

                                
	 
      	 
      	 
      
	
                                  By:

                                	
                                  Greenlight
      Capital, Inc., its Manager

                                
	 
      	 
      	 
      
	 
      	
                                  By:    

                                	 
      
	 
      	 
      	
                                  Daniel
      Roitman

                                
	 
      	 
      	
                                  Chief
      Operating
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Biofuel
Energy Corp. and Greenlight APE, LLC Pledge Agreement Signature
Page


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    PLEDGED
COLLATERAL

    


    
      
        
          
            
              
                
                  
                    	
                            MEMBER

                          	 	
                            LLC INTEREST IN SUBSIDIARY

                          	 
	 	 	 	 	 
	
                            BIOFUEL
      ENERGY CORP.

                          	 	 	
                            78.7%

                          	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1.1(R)

     

    Form
of Note

    
       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PROMISSORY
NOTE

     

    
      	
              $______________

            	
              Date
      of Note: September [__], 2010

            


    

    


    FOR VALUE RECEIVED, the undersigned,
BIOFUEL ENERGY CORP., a Delaware corporation (the “Borrower”),
promises to pay to the order of ________________________ (the “Lender”),
in lawful money of the United States of America and in immediately available
funds, the principal amount of __________ ($_____________) together with all
accrued and unpaid interest thereon and any other amounts due hereunder at the
Maturity Date (as defined below) or at such earlier times, and in such amounts,
as are specified in the Loan Agreement (as amended restated, extended or
otherwise modified from time to time, the “Loan
Agreement”), dated as of the date hereof, by and among the Borrower, the
Lender, the other parties thereto and Greenlight APE, LLC, as administrative
agent for the Lenders (the “Agent”).  This
Note is made pursuant to, and entitled to the benefits of, the Loan Agreement
and all other Loan Documents referred to therein.

    


    
      	
              1.

            	
              Interest.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Interest
      payments on the outstanding principal balance of this Note from time to
      time outstanding (whether by acceleration or otherwise) shall accrue (i)
      at a rate per annum equal to 12.5% (the “Applicable
      Rate”) for the period beginning on the date hereof until ______,
      2011 (the “Maturity
      Date”) and (ii) at a rate per annum equal to 14.5% (the “Penalty
      Rate”) at any time thereafter. All interest accruing on the
      outstanding principal balance of this Note shall be computed for the
      actual number of days elapsed from the date hereof and compounded
      quarterly on the basis of a year consisting of three hundred and sixty
      (360) days and calculated by determining the average daily principal
      balance outstanding for each day in question. The daily rate shall be
      equal to 1/360th times the Applicable Rate or the Penalty rate, as
      applicable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Interest
      on the principal of this Note shall be due and payable (i) in arrears on
      the Maturity Date, (ii) upon the payment or prepayment of any principal
      amount of this Note, and (iii) at any time after maturity of this Note
      (whether by acceleration or otherwise), on
  demand.

            


    

    


    
      	
              2.

            	
              Payments.  All
      payments and prepayments to be made in respect of principal, interest or
      other fees or amounts due from the Borrower under this Note shall be
      payable prior to 11:00 a.m., New York City time, on the date when due
      without presentment, demand, protest or notice of any kind, and without
      set-off, counterclaim or other deduction of any nature, and an action
      therefor shall immediately accrue.  Such payments shall be made
      to the Agent at the Principal Office for the account of the Lender in U.S.
      Dollars and in immediately available
funds.

            


    

    


    
      	
              3.

            	
              Maturity.  Unless
      earlier due and payable or accelerated under the Loan Agreement, this Note
      shall mature, and the outstanding principal balance hereunder, together
      with all interest accrued thereon, shall become due and payable in full on
      the Maturity Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Prepayment.  The
      indebtedness evidenced hereby may be prepaid in whole or in part, at any
      time and from time to time, without premium or penalty, but prepayments of
      less than all of the unpaid principal balance of this Note shall be in the
      minimum amount of $1,000,000.

            


    

    


    
      	
              5.

            	
              Default.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Upon
      the occurrence and at any time during the continuance of any Event of
      Default (as defined in the Loan Agreement) (other than an Event of Default
      under Sections 8.1.15 or 8.1.16 of the Loan Agreement), the Lender may, by
      written notice to the Borrower, declare the unpaid principal amount of
      this Note then outstanding and all interest accrued thereon to be due and
      payable, and the same shall thereupon become and be immediately due and
      payable without presentment, demand, protest or any other notice of any
      kind.  Upon the occurrence of an Event of Default under Sections 8.1.15 or
      8.1.16 of the Loan Agreement, the unpaid principal amount of this Note
      then outstanding and all interest accrued and unpaid thereon shall
      automatically and immediately become due and payable, without presentment,
      demand, protest or notice of any
kind.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Upon
      the occurrence of any Event of Default and until such time as such Event
      of Default has been cured or waived, the entire outstanding principal
      balance, as so adjusted, shall bear interest thereafter until paid at an
      annual rate equal to the Penalty Rate, shall be due and payable on demand,
      and, at the option of the Lender and without notice to the Borrower, any
      portion of accrued and unpaid interest may be added to the outstanding
      principal balance hereof.

            


    

    


    
      	
              6.

            	
              Attorneys
      Fees.  In the event this Note is placed in the hands of
      an attorney for collection, or if the Lender incurs any costs incident to
      the collection of the indebtedness evidenced hereby, the Borrower and any
      endorsers hereof agree to pay to the Lender an amount equal to all costs
      and expenses, including without limitation, reasonable attorneys’ fees,
      fees, costs and expenses of accountants, advisors and consultants and
      costs of settlement, incurred by the Lender in enforcing any Obligations
      (as defined in the Loan Agreement) of or in collecting any payments due
      from the Borrower hereunder (including in connection with the sale of,
      collection from, or other realization upon any of the Collateral or the
      enforcement of the Loan Documents) or in connection with any refinancing
      or restructuring of the credit arrangements provided under the Loan
      Agreement in the nature of a “work-out” or pursuant to any insolvency or
      bankruptcy proceedings.

            


    

    


    
      	
              7.

            	
              Waiver.  Presentment
      for payment, demand, protest and notice of demand, protest and nonpayment
      are hereby waived by the Borrower and all other parties
      hereto.  No failure to accelerate the indebtedness evidenced
      hereby by reason of an Event of Default, acceptance of a past-due
      installment or other indulgences granted from time to time, shall be
      construed as a novation of this Note or as a waiver of such right of
      acceleration or of the right of the Lender thereafter to insist upon
      strict compliance with the terms of this Note or to prevent the exercise
      of such right of acceleration or any other right granted hereunder or by
      applicable law.  No extension of the time for payment of the
      indebtedness evidenced hereby or any installment due hereunder, made by
      agreement with any person now or hereafter liable for payment of the
      indebtedness evidenced hereby, shall operate to release, discharge,
      modify, change or affect the original liability of the Borrower hereunder
      or that of any other person now or hereafter liable for payment of the
      indebtedness evidenced hereby, either in whole or in part, unless the
      Lender agrees otherwise in
writing.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              8.

            	
              Consent to Forum; Waiver of Jury Trial.
      THE BORROWER AND THE LENDER HEREBY IRREVOCABLY CONSENT TO THE NONEXCLUSIVE
      JURISDICTION OF THE NEW YORK SUPREME COURT SITTING IN NEW YORK COUNTY, NEW
      YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
      YORK AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
      CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR
      REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR
      IN SECTION
      10.5 [NOTICES] OF THE LOAN AGREEMENT AND SERVICE SO MADE SHALL BE
      DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.  EACH OF THE
      BORROWER AND THE LENDER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF
      ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO
      ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.  THE
      BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT,
      PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
      NOTE, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT
      PERMITTED BY LAW.

            


    

    


    
      	
              9.

            	
              Caption Headings.
      Caption headings of the sections of this Note are for convenience purposes
      only and are not to be used to interpret or to define their provisions. In
      this Note, whenever the context so requires, the singular includes the
      plural and the plural also includes the
  singular.

            


    

    


    
      	
              10.

            	
              Severability. If any
      provision of this Note is held to be invalid, illegal or unenforceable in
      whole or in part in any jurisdiction, such provision shall, as to such
      jurisdiction, be ineffective to the extent of such invalidity or
      unenforceability without in any manner affecting the validity or
      enforceability thereof in any other jurisdiction or the remaining
      provisions hereof in any
jurisdiction.

            


    

    


    
      	
              11.

            	
              Successors and
      Assigns.  This Note shall be binding upon and shall inure
      to the benefit of the Borrower and the Lender and their respective
      successors and permitted assigns, except that the Borrower may not assign
      or transfer this Note or any of its rights and obligations hereunder. The
      Borrower acknowledges that the Lender may make assignments of this Note in
      accordance with the terms of the Loan
Agreement.

            


    

    


    
      	
              12.

            	
              Time of the
      Essence.  Time is of the essence in the performance of
      this Note.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              13.

            	
              Modifications, Amendments or
      Waivers.  This Note shall not be amended, modified or
      changed, nor shall any waiver of any of its provisions be effective unless
      accomplished by an instrument in writing signed by the Borrower and the
      Lender.

            


    

    


    
      	
              14.

            	
              Governing
      Law.  The Borrower agrees that this Note and the loan
      evidenced hereby shall be governed by the internal laws of the State of
      New York without regard to its conflict of laws
  principles.

            


    

    


    [Signatures
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          
            
              
                
                  
                    	
                            BORROWER:

                          
	 
	
                            BIOFUEL
      ENERGY CORP., a Delaware corporation

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name:

                          	 
      
	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1.1(S)

     

    Form
of Warrant Agreement

      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      FORM
OF WARRANT

       

      THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS UNLESS
SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED
BY THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH, THE TERMS OF THIS WARRANT.

       

      BIOFUEL
ENERGY CORP.

       

      Warrant
To Purchase Common Stock

       

      
        	
                Warrant
      No.: __________

              	
                Number
      of Shares: __________

              
	
                Issuance
      Date: __________ ___, 20___

              	 
      


      

       

      THIS
CERTIFIES THAT, for value received, [lender entity] or its transferees,
successors, and assigns (the “Holder”) is entitled to
purchase from BioFuel Energy Corp., a Delaware corporation (the “Company”), at any time and
from time to time before the Expiration Date (defined below) at the Exercise
Price (defined below) ____________ fully paid nonassessable shares of Common
Stock (defined below) (the “Warrant Shares”),1 all subject to adjustment
and upon the terms and conditions provided herein.

       

      This
Warrant is being issued to the Holder pursuant to the Loan Agreement, dated as
of September 24, 2010, by and among the Company, the lenders listed as lenders
on Schedule 1.1(A) thereto and Greenlight APE, LLC, in its capacity as
administrative agent for the lenders (the “Loan
Agreement”).  Under the Loan Agreement, the Company is required
to issue this warrant to the Holder exercisable for shares of Common Stock,
which on an as-converted basis will equal 15% of the Company’s Common Stock on a
Fully Diluted Basis as of the date this Warrant is issued, if the Company has
not paid off all amounts due under the Loan Agreement on or before the maturity
date of such loan, except as otherwise set forth therein.  In
connection with the Loan Agreement, the Company also entered into a Rights
Offering Letter Agreement by and among the Company and the other parties party
thereto dated as of September 24, 2010 (the “Rights Offering Letter
Agreement”) pursuant to which it agreed, subject to the terms and
conditions set forth therein, to conduct a registered rights offering to the
Company’s existing stockholders of rights to purchase shares of Series A
Convertible Preferred Stock.

       

      Section
1.    Definitions. The
following terms as used in this Warrant have the following
meanings:

       

      (a)    “Affiliate” of, or a Person
“Affiliated” with, a
specified Person, is a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.

       

      (b)    “Acquiring Entity” has the
meaning attributed to it in Section
8(a).

       

      (c)    “Business Day” means any day
other than a Saturday or Sunday or a legal holiday on which commercial banks are
authorized or required to be closed for business in New York, New
York.

      

        

      

      
        1 In the
event that at the time of issuance, the number of shares of available authorized
shares of Common Stock is less than the number of Warrant Shares, the Company
shall make up such shortfall by issuing an additional warrant shares of Series A
Convertible Preferred Stock (having the terms set forth in the Rights Offering
Letter Agreement) for the amount of such shortfall.  Any such warrant
for Series A Convertible Preferred Stock will be substantially similar to this
form of Warrant, with appropriate changes being made mutatis mutandis to this form
of Warrant. 

      
  

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)   “Change of Control” means (a)
the sale, conveyance or disposition of all or substantially all of the assets of
the Company (other than pursuant to a joint venture arrangement or other
transaction in which the Company, directly or indirectly, receives at least
fifty percent (50%) of the voting equity in another entity or a general
partnership); (b) the effectuation of a transaction or series of related
transactions in which more than fifty percent (50%) of the voting power of the
Company is disposed of (other than (i) as a direct result of normal,
uncoordinated trading activities in the Common Stock generally or (ii) solely as
a result of the disposition by a stockholder of the Company to an Affiliate of
such stockholder); (c) the consolidation, merger or other business combination
of the Company with or into any other entity, immediately following which the
prior stockholders of the Company fail to own, directly or indirectly, at least
fifty percent (50%) of the voting equity of the surviving entity; (d) a
transaction or series of transactions in which any Person or “group” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires more
than fifty percent (50%) of the voting equity of the Company (other than the
acquisition by a person or “group” that is an Affiliate of or Affiliated with a
person or “group” that immediately prior to such acquisition, beneficially owned
fifty percent (50%) or more of the voting equity of the Company); (e) the
replacement of a majority of the Company’s Board of Directors with individuals
who were not nominated or elected by at least a majority of the directors at the
time of such replacement; or (f) a transaction or series of transactions that
constitutes or results in a “going private transaction” (as defined in Section
13(e) of the Exchange Act and the regulations of the Securities and Exchange
Commission issued thereunder).

       

      (e)    “Common Stock” means (i) the
Company’s Common Stock, $0.01 par value per share and (ii) any capital stock
into which the Common Stock is changed or any capital stock resulting from a
reclassification of the Common Stock.

       

      (f)     “Delivery Date” has the meaning
attributed to it in Section
2(a).

       

      (g)    “Derivative Security” means any
right, option, warrant or other security convertible into or exercisable for
Common Stock.

       

      (h)    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

       

      (i)     “Exercise Date” has the meaning
attributed to it in Section
2(a).

       

      (j)     “Exercise Documents” has the
meaning attributed to it in Section
2(a).

       

      (k)    “Exercise Notice” has the
meaning attributed to it in Section
2(a).

       

      (l)     “Exercise Price” is equal to
$0.01, subject to adjustment as set forth in this Warrant.

       

      (m)   “Expiration Date” means the
seventh anniversary of the Issuance Date or, if such date falls on a day that is
not a Business Day or a day on which trading does not take place on the
principal exchange or automated quotation system on which the Common Stock is
traded, the next Business Day.

       

      (n)   “Fully Diluted Basis” shall
mean, at a given time, all shares of Common Stock of the Company issued and
outstanding at such time, plus all such shares then issuable upon exercise of
all then outstanding options, warrants and other convertible securities
(including Class B Common Stock), whether or not such options, warrants or
convertible securities are actually exercisable or convertible at such time, all
calculated on an “as converted” to common stock basis.

       

      (o)   “Issuance Date” means
____________ _____, 20___.

       

      (p)   “Loan Agreement” has the
meaning attributed to it in the preamble of this Warrant.

       

      (q)   “Payment” has the meaning
attributed to it in Section
2(a)(ii).

       

      (r)    “Person” means a natural person
or entity, or a government or any division, department or agency
thereof.

       

      (s)    “Property Dividend” has the
meaning attributed to it in Section
7(c).

       

      (t)    “Securities Act” means the
Securities Act of 1933, as amended.

       

      (u)   “Warrant” means this Warrant
and all Warrants issued in exchange, transfer or replacement
thereof.

       

      (v)   “Warrant Shares” has the
meaning attributed to it in the preamble of this Warrant.

       

      Section
2.    Exercise of
Warrant.

       

      (a)                    This
Warrant may be exercised by the Holder registered on the books of the Company,
in whole or in part, at any time prior to 11:59 p.m. Eastern Time on the
Expiration Date. Any exercise of this Warrant shall be effected by:

       

      (i)     delivery
of a written notice, in the form attached as Exhibit A (the “Exercise Notice”), of Holder’s
election to exercise this Warrant, specifying the number of Warrant Shares to be
purchased;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (ii)    payment
to the Company of an amount equal to the Exercise Price multiplied by the number
of Warrant Shares being purchased (1) in cash or wire transfer of immediately
available funds; (2) by means of a cashless exercise pursuant to Section 2(c); or
(3) by surrender of all or a portion (as appropriate) of such Holder’s Common
Stock pursuant to Section 2(d) (the
foregoing methods set forth in (1) through (3) of this Section 2(a)(ii)
referred to herein as the “Payment,” and any Payment may
include any combination of such methods); and

       

      (iii)   the
surrender at the principal office of the Company or to a nationally recognized
courier for overnight delivery to the Company, as soon as practicable following
such date, of this Warrant, (or an indemnification undertaking with respect to
this Warrant in the case of its loss, theft or destruction in such form and
substance as reasonably satisfactory to the Company).

       

      The
Company shall, not later than the fifth Business Day (the “Delivery Date”) following
receipt of an Exercise Notice, the Payment and this Warrant or such
indemnification, as applicable (collectively, the “Exercise Documents”), arrange
for its transfer agent, on or before the Delivery Date, to issue and surrender
to a nationally recognized courier for overnight delivery to the address
specified in the Exercise Notice, a certificate, registered in the name of the
Holder or its designee, for the number of shares of Common Stock to which the Holder is
entitled. Upon delivery of the Exercise Notice and the Payment (the “Exercise Date”), the Holder
shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised on
the Delivery Date, irrespective of the date of delivery of the certificates
evidencing the Warrant Shares.

       

      (b)   Unless the
rights represented by this Warrant have expired or been fully exercised, the
Company shall, as soon as practicable and in no event later than five Business
Days after receipt of the Exercise Documents and at its own expense, issue a new
Warrant identical in all respects to this Warrant, except it shall represent
rights to purchase the number of Warrant Shares purchasable immediately prior to
exercise, less the number purchased.

       

      (c)    In
lieu of or in addition to exercising this Warrant by means of paying via cash or
wire transfer or pursuant to Section 2(d), the
Holder may elect to make the Payment by means of receiving shares equal to the
value of this Warrant (or portion thereof being exercised) by delivery and
surrender of this Warrant together with the Exercise Notice in accordance with
the terms hereof, duly completed to indicate a net issuance exercise and
executed by the Holder, in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following
formula:

       

      X =
Y(A-B)/A

       

      
        	
                
                  Where

                

              	
                
                  X

                

              	
                =

              	
                
                  the
      number of shares issued to the
Holder;

                

              


      

       

      
        	
                 
      

              	
                Y

              	
                =

              	
                the
      number of shares purchasable (or portion thereof) under this Warrant that
      are being exercised at the date of the
  calculation;

              


      

       

      
        	
                 
      

              	
                A

              	
                =

              	
                the
      current market price of the Common Stock at the date of the calculation;
      and

              


      

       

      
        	
                 
      

              	
                B

              	
                =

              	
                the
      Exercise Price on the date of the
calculation.

              


      

       

      (d)   In lieu of
or in addition to exercising this Warrant by means of paying via cash or wire
transfer or pursuant to Section 2(c),
the Holder may elect to make the Payment by surrender of Common Stock. In such
case, the Holder shall surrender the number of shares of Common Stock having an
aggregate value computed at a per share value equal to the average of the volume
weighted averages of the trading prices of the Common Stock, as such prices are
reported on the NASDAQ Global Market (as reported by Bloomberg Financial Markets
or such other source as the parties shall agree in writing), for the ten
consecutive trading days (“Fair
Market Value”) ending on the second trading immediately preceding the
date the Warrant is exercised (less any amounts paid via cash or wire transfer
or pursuant to Section
2(c)). Unless all of the shares represented by the certificate for the
Common Stock have been surrendered, the Company shall, as soon as practicable
and in no event later than five Business Days after receipt of the Exercise
Documents and at its own expense, issue a new certificate representing the
remaining Common Stock owned by the Holder.

       

      (e)    No
fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but rather the number of shares of Common Stock issued shall be rounded
up or down to the nearest whole number.

       

      Section
3.    Covenants. The
Company hereby covenants and agrees as follows:

       

      (a)    This
Warrant is, and any Warrants issued in substitution for or in replacement of
this Warrant upon issuance will be, duly authorized, executed and
delivered.

       

      (b)    All
Warrant Shares upon issuance will be validly issued, fully paid and
nonassessable and free from all liens and charges with respect to the issue
thereof.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (c)    As
long as this Warrant may be exercised, the Company will have authorized and
reserved at least the number of shares of Common Stock needed to provide for the
exercise of the rights then represented by this Warrant.

       

      Section
4.    Warrant Holder Not Deemed a
Stockholder. Except as specifically provided in Section 2(a), nothing
contained in this Warrant shall be construed to (a) grant the Holder any rights
to vote or receive dividends or be deemed the holder of shares of the Company
for any purpose, (b) confer upon the Holder any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, or (c) impose any
liabilities on the Holder to purchase any securities or as a stockholder of the
Company, whether asserted by the Company or creditors of the Company, prior to
the issuance of the Warrant Shares.

       

      Section
5.    Representations of
Holder. The Holder, by the acceptance hereof, represents that it is
acquiring this Warrant and the Warrant Shares for its own account for investment
only and not with a view towards, or for resale in connection with, the public
sale or distribution of this Warrant or the Warrant Shares, except pursuant to
sales registered or exempted under the Securities Act. Upon exercise of this
Warrant, the Holder shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the Warrant Shares are being acquired
solely for the Holder’s own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale. If Holder
cannot make such representations because they would be factually incorrect, it
shall be a condition to Holder’s exercise of this Warrant that the Company
receive such other representations as the Company considers reasonably necessary
to assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any federal or state securities laws. The Company
shall not be penalized or disadvantaged by a Holder’s inability to exercise this
Warrant due to its inability to make the required representations in connection
with the exercise of this Warrant.

       

      Section
6.    Ownership and
Transfer.

       

      (a)    The
Company shall maintain at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the holder hereof), a
register for this Warrant, in which the Company shall record the name and
address of the Person in whose name this Warrant has been issued, as well as the
name and address of each transferee who has acquired this Warrant in accordance
with applicable law and the terms of this Warrant. The Company may treat the
Person in whose name this Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of
this Warrant.

       

      (b)    This
Warrant may only be offered, sold, transferred or assigned in compliance with
the Securities Act and applicable state securities laws. Any attempted transfer
of this Warrant in violation of this Section 6(b) shall be
null and void ab
initio.

       

      (c)    Subject
to the terms of this Section 6, upon
surrender of this Warrant to the Company at its principal office or at the
office of its transfer agent, if any, with the Assignment Form annexed hereto as
Exhibit B duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
evidencing the portion of the Warrant certificate so transferred and a new
Warrant certificate evidencing the remaining portion of the Warrant certificate
not so transferred, if any, shall be issued to the transferring Holder. The
delivery of the new Warrant certificate by the Company to the transferee thereof
shall be deemed to constitute acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant certificate. Subject to the terms of
this Section 6,
this Warrant may be divided or combined with other warrants which carry the same
rights upon presentation hereof at the principal office of the Company together
with a written notice specifying the names and denominations in which new
Warrants are to be issued and signed by the Warrant Holder hereof.

       

      Section
7.    Adjustment of Exercise Price
and Number of Shares. The Exercise Price and the number of Warrant Shares
shall be adjusted from time to time as follows:

       

      (a)    Stock Splits. If the
Company subdivides (by any stock split, recapitalization or otherwise) its
outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to the subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If
the Company combines (by combination, reverse stock split or otherwise) its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to the combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

       

      (b)    Stock Dividends. If
the Company declares a dividend or any other distribution upon the Common Stock
(other than the Rights Offering) that is payable in shares of Common Stock or
Derivative Securities, the number of Warrant Shares will be proportionately
increased and the Exercise Price in effect immediately prior to the declaration
of the dividend or distribution will be reduced to the quotient obtained by
dividing (i) the number of shares of Common Stock outstanding immediately prior
to the declaration multiplied by the then effective Exercise Price by (ii) the
total number of shares of Common Stock outstanding immediately after the
declaration (assuming the exercise or conversion of any such Derivative
Securities for cash (not on a “cashless” basis)).


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (c)    Adjustment for Property
Dividends. If the Company declares a dividend or any other distribution
upon the Common Stock that is payable in any of its assets (including cash) or
debt securities or any rights, options or warrants to purchase debt securities,
assets or other securities of the Company (other than (i) Common Stock pursuant
to which another provision of this Section 7 applies or
(ii) any dividend or distribution upon a merger or consolidation or sale to
which Section 8
applies) (a “Property
Dividend”), then and in each such event the Exercise Price for this
Warrant in effect immediately prior to the close of business on the date for the
determination of the holders of Common Stock entitled to receive such dividend
or distribution shall be decreased by the fair market value (as determined in
good faith by the Board of Directors of the Company, whose determination shall
be conclusive and evidenced by a Board Resolution filed with the Company) of
such Property Dividend so distributed for each share of Common
Stock.

       

      Any
adjustment under this Section 7(c) shall
become effective immediately prior to the opening of business on the day after
the date for the determination of the holders of Common Stock entitled to
receive Property Dividend. If the Board of Directors determines the fair market
value of any Property Dividend for purposes of this Section 7(c) by
reference to the actual or when issued trading market for any securities
comprising such Property Dividend, it must in doing so consider the prices in
such market over the 30 days preceding the issuance of such Property
Dividend.

       

      For
purposes of clarity, if a declared Property Dividend would have reduced the
Exercise Price to an amount below $0, the Exercise Price will be reduced to $0
and any remaining fair market value of the Property Dividend that would have
resulted in a reduction of the Exercise Price below $0 shall be reflected in an
increase of the number of shares issuable upon exercise of this Warrant pursuant
to Section 7(d)
hereto.

       

      (d)    Adjustment for Property
Dividend In Special Circumstances. In the event that the Exercise Price
is or has been reduced to $0 or a price that rounds to $0 due to adjustments to
the Exercise Price pursuant to Section 7(c) and the
Company declares a dividend or any other distribution upon the Common Stock that
is a Property Dividend, this Section 7(d) shall
apply and the number of shares of Common Stock issuable upon exercise of the
Warrant shall be adjusted in accordance with the formula:

       

      N’ = N x
       M       

                         M
- F

       

      
        	
                
                  Where

                

              	
                
                  N’

                

              	
                =

              	
                
                  the
      adjusted number of shares of Common Stock issuable upon exercise of this
      Warrant.

                

              


      

       

      
        	
                 
      

              	
                N

              	
                =

              	
                the
      current number of shares of Common Stock issuable upon exercise of this
      Warrant.

              


      

       

      
        	
                 
      

              	
                M

              	
                =

              	
                the
      Fair Market Value per share of Common Stock on the Business Day
      immediately preceding the ex date for such
  distribution.

              


      

       

      
        	
                 
      

              	
                F

              	
                =

              	
                the
      fair market value on the ex date for such distribution of the assets,
      securities, rights or warrants distributable to one share of Common Stock
      after taking into account, in the case of any rights, options or warrants,
      the consideration required to be paid upon exercise thereof. The Board of
      Directors of the Company shall reasonably determine the fair market value
      in good faith.

              


      

       

      The
adjustment shall be made successively whenever any such distribution is made and
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such distribution.

       

      This
Section 7(d)
does not apply to regular quarterly cash dividends. If any adjustment is made
pursuant to this Section 7(d) as
a result of the issuance of rights, options or warrants and at the end of the
period during which any such rights, options or warrants are exercisable, not
all such rights, options or warrants shall have been exercised, this Warrant
shall be immediately readjusted as if “F” in the above formula was the fair
market value on the ex date for such distribution of the indebtedness or assets
actually distributed upon exercise of such rights, options or warrants divided
by the number of shares of Common Stock outstanding on the ex-dividend date for
such distribution. Notwithstanding anything to the contrary contained in this
Section 7(d),
if “M-F” in the above formula is less than $1.00, the Company may elect to, and
if “M-F” or is a negative number, the Company shall, in lieu of the adjustment
otherwise required by this Section 7(d),
distribute to the holder of this Warrant, upon exercise thereof, the evidences
of indebtedness, assets, rights, options or warrants (or the proceeds thereof)
which would have been distributed to such holder had this Warrant been exercised
(for cash) immediately prior to the record date for such
distribution.

       

      “ex date”
means the first date on which Common Stock trades in a regular way on the relevant exchange
or in the relevant market from which the quoted price was obtained without the
right to receive such issuance or distribution.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Trading
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday, other than any
day on which securities are not traded on the applicable securities exchange or
in the applicable securities market.

       

      (e)    Other
Adjustments.

       

      (i)   Notwithstanding
anything to the contrary contained in this Section 7, if, at any
time while this Warrant is outstanding, the Company shall issue or sell shares
of Common Stock, or Derivative Securities to someone other than the Holder, at a
price per share (determined, in the case of such Derivative Securities, by
dividing (A) the total amount receivable by the Company in consideration of the
issuance and sale of such Derivative Securities, plus the total consideration,
if any, payable to the Company upon exercise, conversion or exchange thereof, by
(B) the total number of shares of Common Stock covered by such Derivative
Securities) that is lower than the Exercise Price, the Company shall adjust the
Exercise Price and number of shares into which this Warrant is convertible so
that this Warrant shall be exercisable for the same percentage of the
outstanding Common Stock (on an “as converted” basis) following the issuance or
sale of such other shares of Common Stock or Derivative Securities for the same
aggregate consideration prior to such adjustment; provided, that such
adjustments shall only be made for the benefit of the Holder of this
Warrant.

       

      (ii)  Notwithstanding
anything to the contrary contained in this Section 7, if, at any
time while this Warrant is outstanding, the number of shares underlying any
Derivative Security, and/or the exercise or conversion price of such Derivative
Security adjusts or would have adjusted for any reason (including as a result of
the issuance of this Warrant) and the terms, manner or method of such adjustment
are more favorable than the adjustment provisions contained in this Section 7, the
Company shall adjust the Exercise Price and/or number of shares into which this
Warrant is convertible in order to give the Holder the benefit of the more
favorable terms, manner and/or method; provided, that no adjustment
shall be made pursuant to this Section 7(e)(ii): (A)
if an adjustment is otherwise required pursuant to another provision contained
in this Section
7; or (B) if the additional adjustment that may be required by this Section 7(e)(ii)
would not require a decrease or increase of at least 1% in the Exercise Price
then in effect or the number of Warrant Shares for which this Warrant is then
exercisable.  For the avoidance of doubt, the Exercise Price and
number of Warrant Shares issuable shall be adjusted so that this Warrant shall
be exercisable for the same percentage of the outstanding Common Stock (on a
fully diluted basis) following the adjustment of such other Derivative Security
pursuant to the foregoing sentence for the same aggregate consideration prior to
such adjustment; provided, that following such
adjustment, if the exercise price of such other Derivate Security is less than
the Exercise Price, the Exercise Price shall be reduced to the same exercise
price as the Derivative Security; provided further, that such
adjustments shall only be made for the benefit of the Holder of this
Warrant.

       

      Section
8.    Purchase Rights;
Reorganization, Reclassification, Consolidation, Merger or Sale. Upon the
consummation of any (i) sale of all or substantially all of the Company’s assets
to an acquiring Person or (ii) other Change of Control following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing the assets or the successor resulting from the Change of Control (in
each case, the “Acquiring
Entity”) a written agreement to deliver to Holder in exchange for this
Warrant, a security of the Acquiring Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant and reasonably
satisfactory to the Holder. Prior to the consummation of any other Change of
Control, the Company shall make appropriate provision to insure that Holder will
thereafter have the right to acquire and receive in lieu of the shares of Common
Stock immediately theretofore acquirable and receivable upon the exercise of
this Warrant, such shares of stock, securities or assets that would have been
issued or payable in the Change of Control with respect to or in exchange for
the number of Warrant Shares that would have been acquirable as of the date of
the Change of Control.

       

      Section
9.    Lost, Stolen, Mutilated or
Destroyed Warrant. If this Warrant is lost, stolen, mutilated or
destroyed, the Company shall promptly, on receipt of an indemnification
undertaking reasonably satisfactory to the Company (or, in the case of a
mutilated Warrant, the Warrant), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.

       

      Section 10.  Notice. Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Warrant must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by fax transmittal (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and fax numbers for communications
shall be:

       

      If to the
Company:

       

      BioFuel
Energy Corp.

      1625
Broadway, Suite 2400

      Denver,
CO 80202

      Tel:
[____________]

      Fax:
[____________]

      Attention:
President


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      With a
copy to:

       

      Cravath,
Swaine & Moore, LLP

      Worldwide
Plaza

      825 Eight
Avenue

      New York,
NY 10019-7475

      Tel:
(212) 474-1024

      Fax:
(212) 474-3700

      Attention:
Craig F. Arcella

      


      If to the
Holder, at the address and fax number set forth on Appendix I to this Warrant.
Each party shall provide five days’ prior written notice to the other party of
any change in address or fax number. Written confirmation of receipt (A) given
by the recipient of any notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s fax machine containing
the time, date, recipient fax number and an image of the first page of the
transmission, or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of receipt.

       

      Section 11.  Amendment and Waiver.
Except as otherwise provided herein, this Warrant may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the
Holder. No provision hereunder may be waived other than in a written instrument
executed by the waiving party.

       

      Section
12.   Governing Law. This
Warrant shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this
Warrant shall be governed by, the internal laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
Delaware.

       

      Section 13.  Restrictive Legends.
At all times this Warrant and until such time as a registration statement has
been declared effective by the U.S. Securities and Exchange Commission or the
Warrant Shares may be sold pursuant to Rule 144 under the Securities Act without
any restriction as to the number of securities that can then be immediately
sold, certificates for any Warrant Shares will, in addition to any legend
required under applicable securities law, bear a restrictive legend
substantially in the form first set forth above.

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed as of ,
__________ ___, 20___.

       

      
        
          
            	
                    BIOFUEL
      ENERGY CORP.

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Exhibit
A To Warrant

       

      BIOFUEL
ENERGY CORP.

       

      EXERCISE
NOTICE

       

      TO BE
EXECUTED BY THE REGISTERED HOLDER

      TO
EXERCISE THIS WARRANT

       

      The
undersigned holder hereby exercises the right to purchase shares of Common Stock
(“Warrant Shares”) of
BioFuel Energy Corp., a Delaware corporation (the “Company”), evidenced by the
attached Warrant (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant.

       

      1.      Payment of Exercise Price
(check applicable box).

       

      
        	
                 
      

              	
                Payment
      in the sum of $ [is
      enclosed] [has been wire transferred to the Company at the following
      account:] in accordance with the terms of the
    Warrant.

              


      

       

      
        	
                 
      

              	
                Holder
      hereby elects to make the Payment for the Warrant Shares in accordance
      with Section
      2(c) of the Warrant.

              


      

       

      
        	
                 
      

              	
                Holder
      hereby elects to make the Payment for the Warrant Shares in accordance
      with Section
      2(d) of the Warrant.

              


      

       

      
        	
                 
      

              	
                Number
      of shares of Common Stock surrendered
  _______________:

              


      

       

      2.      Delivery of Warrant
Shares. The Company shall deliver the Warrant Shares in the name of the
undersigned or in such other name as is specified below in accordance with Section 2(a) of the
Warrant at the following address:

       

      
        
          
            
              
                	
                         

                      	
                         

                      
	
                         

                      	
                         

                      
	
                         

                      	
                         

                      


              

            

          

        

      

       

      3.      Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended.

       

      Date:
____________ ___, _____

       

      
        
          
            	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ACKNOWLEDGMENT

       

      The
Company hereby acknowledges this Exercise Notice and hereby directs _______________ to issue the
above indicated number of shares of Common Stock in accordance with the Transfer
Agent Instructions dated __________ ___, 20___ from the Company and acknowledged
and agreed to by _______________.

       

      
        
          
            	
                    BIOFUEL
      ENERGY CORP.

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
B To Warrant

       

      ASSIGNMENT

       

      To be
Executed by the Registered Holder in Order to Assign Warrants

       

      For Value
Received, ____________________________________________ hereby sells, assigns and
transfers unto

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      
	
                                  (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                                
	 
      
	 
      
	 
      
	 
      
	
                                  (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

                                
	 
	
                                  and
      be delivered to 

                                	 
      
	
                                  (PLEASE
      PRINT OR TYPE NAME AND
ADDRESS)

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      ____________________
of the Warrants represented by this Warrant Certificate and does hereby
irrevocably constitute and appoint ____________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

       

      
        
          
            
              
                
                  	
                          Dated:

                        	 
      	 	 
      
	 
      	 	
                          (SIGNATURE)

                        


                

              

            

          

        

      

       

      THE
SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF
THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17 Ad – 15).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Appendix
I

       

      Holder’s
Contact Information

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name: 

                                	 
      


                        

                         

                        	
                                Address: 

                              	 
      


                         

                         

                        
                          
                            	
                                    City,
      State, Zip: 

                                  	 
      


                          

                           

                          
                            	
                                    Telephone
      Number: 

                                  	 
      


                          

                           

                          
                            	
                                    Facsimile
      Number: 

                                  	 
      


                          

                           

                          	
                                  E-mail
      Address: 

                                	 
      


                        

                      

                       

                       

                      
                        
                          
                             


                          

                          
                            
                            

                            
                              

                            

                          

                          
                             


                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    EXHIBIT
2.4

    Form
of Loan Request 

     

    
    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    LOAN
REQUEST

     

    September
[  ], 2010

     

    Greenlight
APE, LLC,

    as
Administrative Agent under the

    Loan
Agreement referred to below

    c/o
Greenlight Capital, LLC

    140 East
45th
Street, 24th
Floor

    New York,
NY 10017

    Attention:
Chief Operating Officer

     

    Re:  BioFuel
Energy Corp. (the “Borrower”)

     

    Reference
is made to the Loan Agreement, dated as of September 24, 2010 (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the “Loan
Agreement”), among BioFuel Energy Corp., a Delaware corporation (the
“Borrower”),
the Lenders parties thereto (the “Lenders”),
and Greenlight APE, LLC, as administrative agent (in such capacity, the “Administrative
Agent”).  Capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Loan Agreement.

     

    The
Borrower hereby gives you notice pursuant to Section 2.4 of the Loan Agreement
that the undersigned hereby requests a borrowing of Term Loans under the Loan
Agreement and, in that connection, sets forth below the information relating to
such borrowing (the “Proposed
Borrowing”) as required by Section 2.4 of the Loan
Agreement:

     

    (i) The
requested date of the Proposed Borrowing is September [  ], 2010 (the
“Borrowing
Date”).

     

    (ii) The
aggregate amount of the Term Loan to be borrowed is
$[          ].

    


     

    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned hereby certifies that the following statements are true on the date
hereof:

     

    (a)   Each
of the representations and warranties made by the Borrower in or pursuant to the
Loan Documents is true and correct in all material respects on and as of the
Borrowing Date, except for representations and warranties expressly stated to
relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

     

    (b)   No
Borrowing Default or Event of Default shall have occurred and be continuing on
the Borrowing Date or after giving effect to the extensions of credit requested
to be made on the Borrowing Date.

    


    
      
        	 
      	
                BioFuel
      Energy Corp.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

     

    
      Signature
Page to Loan Request