EXHIBIT
10.2

     

    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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    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.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    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.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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).

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (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.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (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.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    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.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    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.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    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]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              GREENLIGHT
      CAPITAL OFFSHORE PARTNERS

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, Inc., its investment manager

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	
                              /s/ Daniel Roitman

                            
	 
      	 
      	
                              Daniel
      Roitman

                            
	 
      	 
      	
                              Chief
      Operating Officer

                            
	 
      
	
                              GREENLIGHT
      CAPITAL, LP

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, LLC, its general partner

                            
	 
      	 
      
	 
      	
                              By:

                            	
                              /s/ Daniel Roitman

                            
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating Officer

                            
	 
      
	
                              GREENLIGHT
      CAPITAL QUALIFIED, L.P.

                            
	 
      
	
                              By:

                            	
                              Greenlight
      Capital, LLC, its general partner

                            
	 
      	 
      
	 
      	
                              By:

                            	
                              /s/ Daniel Roitman

                            
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating Officer

                            
	 
      
	
                              GREENLIGHT
      REINSURANCE, LTD.

                            
	 
      
	
                              By:

                            	
                              DME
      Advisor, L.P., its investment manager

                            
	 
      	 
      
	 
      	
                              By:

                            	
                              /s/ Daniel Roitman

                            
	 
      	 
      	
                              Daniel Roitman

                            
	 
      	 
      	
                              Chief Operating
  Officer

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        GREENLIGHT
      CAPITAL (GOLD), LP

                      
	 
      
	
                        By:

                      	
                        DME
      Management GP, LLC, its general partner

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Daniel Roitman

                      
	 
      	 
      	
                        Daniel Roitman

                      
	 
      	 
      	
                        Chief Operating Officer

                      
	 
      
	
                        GREENLIGHT
      CAPITAL OFFSHORE MASTER (GOLD), LTD.

                      
	 
      
	
                        By:

                      	
                        DME
      Capital Management, LP, its investment manager

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Daniel Roitman

                      
	 
      	 
      	
                        Daniel Roitman

                      
	 
      	 
      	
                        Chief Operating
  Officer

                      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                THIRD
      POINT LOAN LLC

              
	 
      
	
                By:

              	
                /s/ James Gallagher

              
	 
      	
                James
      P. Gallagher

              
	 
      	
                Chief
      Administrative Officer

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                The
      foregoing is hereby accepted and agreed

              
	
                to
      in all respects by the undersigned:

              
	 
      
	
                BIOFUEL
      ENERGY CORP.

              
	 
      
	
                /s/ Scott Pearce

              	 
      
	
                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.

      

    Schedule I