Exhibit
10.30

     

    AMENDMENT AND RESTATEMENT to
the Rights Offering Letter Agreement among Greenlight Capital, LP, Greenlight
Capital Qualified, LP, Greenlight Capital (Gold), LP, Greenlight Capital
Offshore Partners, Greenlight Capital Offshore Master (Gold), Ltd., Greenlight
Reinsurance, Ltd., Third Point Loan LLC and BioFuel Energy Corp. dated as of
September 24, 2010 (the “Original
ROLA”), is entered into as of
[               ],
2010 (this “Letter
Agreement”).

     

    WHEREAS, Greenlight, BFE Corp. and
Third Point Advisors, LLC (each as defined below) desire to amend and restate
the Original ROLA pursuant to Paragraph 18 (Amendment; Waiver;
Counterparts) of the Original ROLA.

     

    NOW, THEREFORE, it is hereby agreed
that the Original ROLA is hereby amended and restated in its entirety to read as
follows:

     

    This Letter Agreement is entered into
pursuant to and in connection with that certain Loan Agreement, dated as of
September 24, 2010 (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”
or the “Greenlight
Parties”), 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 made 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 depositary shares (“Depositary
Shares”), each representing a fractional interest in a share of Series A
Non-Voting Convertible Preferred Stock of BFE Corp. (“Series A
Non-Voting Convertible Preferred Stock”).  On October 18, 2010,
BFE Corp. filed a Registration Statement on Form S-1 for the Rights Offering
(the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”).  The
characteristics of the Series A Non-Voting Convertible Preferred Stock are more
fully described on Exhibit A to this
Letter Agreement.  Concurrent with the Rights Offering, BioFuel
Energy, LLC (the “LLC”) will
grant purchase privileges to purchase a new class of preferred membership
interests in the LLC (the “Preferred
Membership Interests”) in a concurrent private placement (the “Concurrent
Private Placement”).  The characteristics of the Preferred
Membership Interests are more fully described on Exhibit B to this
Letter Agreement.  Subject to the terms and conditions of this Letter
Agreement, the parties hereto intend that the Rights Offering and the Concurrent
Private Placement shall provide for anticipated aggregate 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).

     

    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 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 9 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 9 hereof.

     

    2.           Terms of Rights
Offering.  In connection with the Rights Offering, BFE Corp.
shall distribute at no charge to each of the record holders (the “Eligible Common
Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp.
(“Common
Stock”) non-transferable subscription rights (the “Rights”)
to purchase Depositary Shares representing 2,000,000 shares of Series A
Non-Voting Convertible Preferred Stock.  Each share of Series A
Non-Voting 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 total number of
Depositary Shares actually purchased in the Rights Offering (by the Eligible
Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop
Parties) by 2,000,000 (the “Conversion
Ratio”).  Upon conversion of the Series A Non-Voting Convertible
Preferred Stock, each Depositary Share shall entitle the holder thereof to
receive one share of Common Stock and, upon the distribution of one share of
Common Stock to the holder of each such Depositary Share, each such Depositary
Share shall be automatically cancelled and have no further value.

     

    All
Eligible Common Stockholders shall be eligible to participate in the Rights
Offering by receiving Rights pro rata based on each Eligible Common
Stockholder’s ownership of Common Stock at the record date for the Rights
Offering, and each Eligible Common Stockholder that exercises all of its Rights
may oversubscribe for unsubscribed Rights in an amount equal to up to 100% of
its pro rata share of Rights (the “Over-Subscription
Privileges”).  For purposes of this paragraph, “pro rata”
shall mean (x) the aggregate number of shares of Common Stock held by each
Eligible Common Stockholder divided by (y) the aggregate number of shares of
Common Stock outstanding.  If and to the extent that the Backstop
Parties determine, in their sole discretion after consultation with BFE
Corp., that the exercise of the Over-Subscription Privileges would result
in adverse tax, legal or regulatory consequences to BFE Corp. or any of the
Backstop Parties, BFE Corp. may reduce or eliminate, pro rata for all holders of
Rights, exercise of Over-Subscription Privileges.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Each
Right shall entitle the holder thereof to acquire, at a price equal to the
Rights Price, one Depositary Share.  The “Rights
Price” shall mean $0.56.  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 an amount equal to the Aggregate
Size multiplied by a fraction, the numerator of which is the total number of
shares of Common Stock outstanding as of the record date and the denominator of
which is the total number of shares of Common Stock outstanding as of the record
date plus the total number of Common Membership Interests held by the Eligible
LLC Members (as defined below) as of the record date.  The “Aggregate
Size” of the Rights Offering and the Concurrent Private Placement will be
an aggregate amount sufficient to (i) repay all amounts owed at the time of
consummation of the Rights Offering, including accrued and unpaid interest,
under the Bridge Loan and the Mezzanine Loan Agreement, (ii) make the Cargill
Payment (as defined below) and (iii) pay certain fees and expenses incurred in
connection with the Rights Offering and the Concurrent Private
Placement.  The “Private Placement
Size” of the Concurrent Private Placement will be an amount equal to the
Aggregate Size minus the Offering Size.

     

    Immediately
following the consummation of the Rights Offering, BFE Corp. will contribute all
proceeds of the Rights Offering to the LLC, and the LLC will issue to BFE Corp.
a number of Preferred Membership Interests equal to the number of Depositary
Shares that BFE Corp. issued in the Rights Offering.

     

    3.           Terms of Concurrent Private
Placement.  In connection with the Concurrent Private
Placement, the LLC shall grant at no charge to each of the record holders other
than BFE Corp. (the “Eligible LLC
Members”) of membership interests in the LLC (“Common Membership
Interests”) purchase privileges (the “LLC Purchase
Privileges”) to purchase Preferred Membership Interests.  Each
Preferred Membership Interest shall be convertible into a Common Membership
Interest upon the terms described in Exhibit B to this Letter Agreement. 
All Eligible LLC Members shall be eligible to participate in the Concurrent
Private Placement by receiving LLC Purchase Privileges pro rata based on each
Eligible LLC Member’s ownership of Common Membership Interests at the record
date for the Concurrent Private Placement, and each Eligible LLC Member that
exercises all of its LLC Purchase Privileges may exercise an additional purchase
privilege for unsubscribed LLC Purchase Privileges in an amount equal to up to
100% of its pro rata share of LLC Purchase Privileges (the “LLC Additional
Purchase Privileges”).  For purposes
of this paragraph, “pro rata”
shall mean (x) the aggregate number of Common Membership Interests held by each
Eligible LLC Member divided by (y) the aggregate number of Common Membership
Interests held by all Eligible LLC Members.

     

    Each LLC
Purchase Privilege shall entitle the applicable Eligible LLC Member to acquire,
at a price equal to the Rights Price, one Preferred Membership Interest. The
number of LLC Purchase Privileges granted in the Concurrent Private Placement
shall be determined by dividing the Private Placement Size of the Concurrent
Private Placement by the Rights Price.  The “Rights
Price” for the Concurrent Private Placement shall be the same as the
Rights Price for the Rights Offering.

     

    4.           Use of
Proceeds.  The proceeds of the Rights Offering, the Concurrent
Private Placement and the Backstop Commitment shall be used by BFE Corp. or the
LLC, as applicable, promptly upon consummation thereof, (i) first, to repay all
amounts owed at such time, including accrued and unpaid interest, under the
Bridge Loan; (ii) second, to repay all amounts owed at such time, including
accrued and unpaid interest, under the Mezzanine Loan Agreement; (iii) third, to
make the Cargill Payment; and (iv) fourth, to pay certain fees and expenses
incurred in connection with the Rights Offering and the Concurrent Private
Placement.  In the event that the Backstop Parties reduce the number
of Depositary Shares that they would otherwise be obligated to purchase pursuant
to the Rights Offering Basic Commitment or Rights Offering Backstop Commitment
as contemplated by Paragraph 7 and, as a result, there are sufficient proceeds
from the Rights Offering and the Concurrent Private Placement to pay off the
Bridge Loan but insufficient proceeds, after paying off the Bridge Loan, to both
pay off all indebtedness under the Mezzanine Loan Agreement and to make the
Cargill Payment, then the Backstop Parties may elect to cause BFE Corp. to use
the proceeds remaining after the pay off of the Bridge Loan to make the Cargill
Payment before paying off any indebtedness under the Mezzanine Loan
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           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 Depositary Shares (the “Rights Offering
Basic Commitment”) and to participate in the Concurrent Private Placement
for its full pro rata share of Preferred Membership Interests (the “LLC Basic
Commitment,” and, together with the Rights Offering Basic Commitment, the
“Basic
Commitment”).

     

    6.           Backstop
Commitment.  Subject to the terms, conditions and limitations
described herein (including Paragraph 7 hereof), 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 Depositary Shares not sold to other
Eligible Common Stockholders in the Rights Offering (the “Rights Offering
Backstop Commitment”) and all of the additional Preferred Membership
Interests not sold to other Eligible LLC Members in the Concurrent Private
Placement (the “LLC Backstop
Commitment,”
and, together with the Rights Offering Backstop Commitment, the “Backstop
Commitment”). Greenlight,
in its discretion, may allocate its aggregate Backstop Commitment among the
Greenlight Parties and accordingly allocate the Greenlight Parties' Commitment
Percentage among the Greenlight Parties (it being understood and agreed that no
such allocation among the Greenlight Parties will decrease the aggregate amount
of Depositary Shares or Preferred Membership Interests that the Greenlight
Parties are obligated to purchase pursuant to the Backstop Commitment). 
The Greenlight Parties shall provide notice to BFE Corp., a reasonable amount of
time prior to closing, of such allocation.

     

    7.           Backstop
Reduction.  Notwithstanding the foregoing, (i) the Backstop
Parties shall reduce the number of Depositary Shares 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 Depositary Shares that are offered in the Rights Offering, in the event the
Backstop Parties determine, in their 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) the Backstop
Parties deem necessary in their sole discretion, but after consultation with BFE
Corp., to avoid Adverse Consequences (a “Backstop
Reduction”).  The reduction in the number of Depositary Shares
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 nevertheless proceed and, other than in the event of a Backstop
Reduction that takes the form of a reduction of the number of Depositary Shares
that the Backstop Parties would otherwise be obligated to purchase pursuant to
the Backstop Commitment (which is the subject of the following paragraph), 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In
addition, in the event of a Backstop Reduction that takes the form of a
reduction of the number of Depositary Shares that the Backstop Parties would
otherwise be obligated to purchase pursuant to the Backstop Commitment, the
Backstop Parties shall either (i) exercise their respective Rights Offering
Backstop Commitment with respect to all or a portion of the available Depositary
Shares not otherwise sold in the Rights Offering to other Eligible Common
Stockholders by purchasing a new class of class B preferred membership interests
(the “Class
B Membership Interests”) in the LLC (instead of purchasing such available
Depositary Shares) in the event that such Backstop Parties determine, in their
sole discretion, that the purchase of such available Depositary Shares would
result in adverse tax, legal or regulatory consequences to BFE Corp. or such
Backstop Parties (such an election, a “LLC Backstop
Reallocation”) or (ii) not exercise their respective
Rights  Offering Backstop Commitment with respect to all or a portion
of the available Depositary Shares not otherwise sold in the Rights Offering to
other Eligible Common Stockholders in the event that such Backstop Parties
determine, in their sole discretion, that the purchase of such available
Depositary Shares would result in adverse tax, legal or regulatory consequences
to BFE Corp. or such Backstop Parties.  In the event of a LLC Backstop
Reallocation, the LLC will issue such Class B Preferred Membership interests to
the applicable Backstop Parties (in equal number to the number of available
Depositary Shares not purchased because of such LLC Backstop Reallocation) in
exchange for payment of the Rights Price for each Class B Preferred Membership
Interest purchased.  The Class B Preferred Membership interests, if
issued, would have the same terms as the Preferred Membership Interests
(including as to conversion, distribution, liquidation and other rights), except
that, upon conversion of such Class B Preferred Membership Interests, holders of
such Class B Preferred Membership Interests would receive Common Membership
Interests that would not be exchangeable for shares of Common
Stock.

     

    In the event that the Backstop Parties purchase Class B Preferred
Membership Interests, the Greenlight Parties may allocate their participation in
any such purchases among the Greenlight Parties in their discretion, following
notice to BFE Corp. 

     

    8.           Consideration.  In
consideration of the Backstop Commitment, BFE Corp. paid, on September 24, 2010,
a fee equal to $743,795.00 in consideration of the Backstop Commitment (the
“Option
Premium”).  To the extent that the total purchase price for the
Depositary Shares offered in the Rights Offering plus the Preferred Membership
Interests and Class B Preferred Membership Interests offered in the Concurrent
Private Placement 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 calculation purposes any additional Depositary Shares or
Preferred Membership Interests purchased by the Backstop Parties pursuant to
their Basic Commitments or purchased by the Backstop Parties pursuant to any
Over-Subscription Privileges in the Rights Offering or LLC Additional Purchase
Privileges in the Concurrent Private Placement), with such additional payment to
be made concurrent with the closing of the Rights Offering and the Concurrent
Private Placement.  Subject to the provisions below, the Option
Premium was fully earned upon execution of the Original ROLA, regardless of
whether the Rights Offering or Concurrent Private Placement is consummated or
whether the Rights Offering or Concurrent Private Placement is fully
subscribed.  BFE Corp. agrees that the Option Premium is 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.           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 (A) the
Certificate of Designations setting forth the rights and preferences of the
Series A Non-Voting 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 and (B)
the amended and restated limited liability company agreement of the LLC setting
forth the rights and preferences of the Preferred Membership Interests and, if
applicable, the Class B Preferred Membership Interests, 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 Non-Voting Convertible
Preferred Stock, Preferred Membership Interests, Class B Preferred Membership
Interests, Common Stock and warrants and the allocation among the Greenlight
Parties, of the Backstop Commitment and any purchase of Class B Preferred
Membership Interests, the form of which shall be satisfactory to Greenlight in
its sole discretion.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.         Registration
Rights.  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 or the Concurrent Private Placement.  For purposes of
this Letter Agreement, “BFE Common
Stock” shall mean the Common Stock and the Class B Common Stock, par
value $0.01 per share, of BFE Corp. (the “Class B Common
Stock”).  In connection with the Rights Offering and the
Concurrent Private Placement, the Existing Registration Rights Agreement will be
amended and restated to provide registration rights, under certain circumstances
and subject to certain restrictions to be set forth in such amended and restated
agreement, with respect to the sale of shares of Common Stock that are issued to
(i) the Backstop Parties and the other parties to the Existing Registration
Rights Agreement in respect of any Depositary Shares that they acquire in the
Rights Offering (or the Backstop Parties acquire upon exercise of their Backstop
Commitment) following conversion of the Series A Non-Voting Convertible
Preferred Stock, (ii) the Backstop Parties and the other parties to the Existing
Registration Rights Agreement in respect of any Common Membership Interests that
are issued to them following conversion of any Preferred Membership Interests
that they acquire in the Concurrent Private Placement (or the Backstop Parties
acquire upon exercise of their Backstop Commitment) and (iii) the Backstop
Parties in respect of the Warrants (as defined in the Loan Agreement) that may
be issued to them in the event that the Bridge Loan is not paid in full on or
prior to March 24, 2011, in each case insofar as such Common Stock constitutes
“Registrable Securities” (as defined therein).

     

    11.         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 proceeds of the Rights Offering and the
Concurrent Private Placement, Cargill shall forgive the remaining Payable (as
defined in the Cargill Settlement Agreement) in exchange for Depositary Shares
in an amount equal to the amount of the remaining Payable, which amount shall be
converted into Depositary Shares at a price 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 Depositary Shares are issued to Cargill (such amount of
Depositary Shares, the “Cargill
Depositary Shares”).  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.

     

    The
Cargill Depositary Shares will have the same rights and preferences (including
the same Conversion Ratio) as the Depositary Shares that will be issued in the
Rights Offering.  In order to issue the Cargill Depositary Shares, BFE
Corp. will designate and issue and deposit with the depositary a number of
additional shares of Series A Non-Voting Convertible Preferred Stock that
corresponds to the aggregate fractional interests in shares of Series A
Non-Voting Convertible Preferred Stock that the newly issued Cargill Depositary
Shares represent.  In the event that an insufficient number of
authorized shares of Series A Non-Voting Convertible Preferred Stock are
available for such issuance and deposit with the depositary, BFE Corp. will
establish an alternative method for satisfying the Cargill Stock Payment that is
satisfactory to it, Cargill and the Backstop Parties.  Concurrent with
the issuance of Cargill Depositary Shares, the LLC will issue to BFE Corp. a
number of Preferred Membership Interests equal to the number of Cargill
Depositary Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.         Representations and
Warranties of BFE Corp.  BFE Corp. represents and warrants to
the Backstop Parties that the statements contained in this Paragraph 12 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 currently pending or
(to BFE Corp.’s knowledge) threatened action, seeking BFE Corp.’s dissolution,
liquidation or insolvency.

     

    (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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (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, 25,465,728 shares are
issued and outstanding and 809,606 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 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.  BFE Corp. hereby agrees to supplement the Information 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12A.     Representations and
Warranties of the LLC.  The LLC represents and warrants to the
Backstop Parties that, as of the date of this Letter Agreement and as of the
closing of the Rights Offering:  (i)(A) it has the relevant entity
power and authority necessary to execute and deliver each Transaction Document
to which it is a party, and to perform and consummate the Transactions, (B) it
has taken all action necessary to authorize the execution and delivery by it of
each Transaction Document to which it is a party, and the performance of its
obligations thereunder and (C) 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; (ii)(A) it is a limited liability company duly organized, validly
existing and in good standing under the Laws of the State of Delaware, (B) it 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) it 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 in the condition,
financial or otherwise, or in the earnings, business, operations or properties
of LLC and its subsidiaries, taken as a whole (an “LLC Material
Adverse Change”); (iii) the execution and the delivery by the LLC of this
Letter Agreement and the other Transaction Documents to which the LLC is a
party, the performance by the LLC of the LLC’s obligations hereunder and
thereunder, and consummation of the Transactions by the LLC will not (A) 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 (w) Law
enacted, adopted, promulgated or applied by any Governmental Body, (x) Order (y)
Contract or Permit to which, in the case of (w), (x) or (y), the LLC is a party
or by which it is bound or any of its assets are subject, or (z) any provision
of the organizational documents of the LLC as in effect as of the date of this
Letter Agreement; except, in the case of clauses (w), (x) and (y), where any
failures, individually or in the aggregate, would not reasonably be expected to
have an LLC Material Adverse Change or a material adverse effect on its ability
to complete the Transactions, (B) result in the imposition of any material
Encumbrance upon any assets owned by the LLC, (C) require any consent under any
Contract or organizational document to which the LLC is a party or by which it
is bound or any of its assets are subject; or (D) require any Permit under any
Law or Order other than (x) required filings, if any, with the Commission and
(y) 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; and (iv) the LLC’s authorized Units (as defined in the Second
Amended and Restated Limited Liability Company Agreement of the LLC) consist of
50,000,000 Units, of which 32,577,713 were outstanding on September 30, 2010 and
25,465,728 of which were owned by BFE Corp. as of such date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12B.      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, and the performance
of its obligations thereunder; and (iii) 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.

     

    13.         Expenses;
Indemnification.

     

    (a)         General.  Whether
or not the transactions contemplated hereby are consummated, BFE Corp. and the
LLC, jointly and severally, agree 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 the Backstop Parties 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.         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,
each of BFE Corp. and the LLC 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.

     

    15.         Assignment; No Third Party
Beneficiaries.  This Letter Agreement (a) is not assignable by
BFE Corp., the LLC 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.

     

    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 Loan 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.

     

    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 9 become incapable of being
satisfied prior to January 24, 2011; (iv) a Material Adverse Change has
occurred; (v) any condition set forth in Paragraphs 9(iv) or 9(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 or
the Concurrent Private Placement 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, the
Concurrent Private Placement 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 and the Concurrent
Private Placement but in no event later than February 1, 2011, and (ii) such
Substitute Transaction is more favorable to the holders of Common Stock
(excluding benefits arising to the Backstop Parties by virtue of the Backstop
Commitment) than the Rights Offering and the Concurrent Private Placement
(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.  The proceeds of a
Substitute Transaction shall be used, promptly upon consummation of such
Substitute Transaction, to (a) first, repay in full all amounts outstanding
under the Bridge Loan, (b) second, repay in full all amounts under the Mezzanine
Loan Agreement and (c) third, satisfy all obligations under the Cargill
Acknowledgement Letter.

     

    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 Non-Voting Convertible Preferred Stock and issuable
upon the exchange on a one-for-one basis of all Common Membership Interests that
would be received by the Eligible LLC Members following the conversion of all
Preferred Membership Interests they receive in the Concurrent Private Placement
for Common Membership Interests.  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, 2011 (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 9 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 9 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
Agreements.  On the date hereof, Greenlight entered into an
Amended and Restated Voting Agreement with BFE Corp. (the “Greenlight Voting
Agreement”) and Third Point Loan LLC entered into an Amended and Restated
Voting Agreement with BFE Corp. (the “Third Point
Voting Agreement”).

     

    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]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  GREENLIGHT
      CAPITAL OFFSHORE PARTNERS

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Greenlight
      Capital, Inc., its investment manager

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                  Chief
      Operating Officer

                
	 
      	 
      	 
      	 
      
	 
      	
                  GREENLIGHT
      CAPITAL, LP

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Greenlight
      Capital, LLC, its general partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                
	 
      	 
      	 
      	
                  Chief
      Operating Officer

                
	 
      	 
      	 
      	 
      
	 
      	
                  GREENLIGHT
      CAPITAL QUALIFIED, L.P.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Greenlight
      Capital, LLC, its general partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                
	 
      	 
      	 
      	
                  Chief
      Operating Officer

                
	 	 	 	 
	 
      	
                  GREENLIGHT
      REINSURANCE, LTD.

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  DME
      Advisor, L.P., its investment manager

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                
	 
      	 
      	 
      	
                  Chief
      Operating Officer

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  GREENLIGHT
      CAPITAL (GOLD), LP

                
	 	 	 
	 
      	
                  By:

                	
                  DME
      Management GP, LLC, its general partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                
	 
      	 
      	 
      	
                  Chief
      Operating Officer

                
	 
      	 
      	 
      	 
      
	 
      	
                  GREENLIGHT
      CAPITAL OFFSHORE MASTER (GOLD), LTD.

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  DME
      Capital Management, LP, its investment manager

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                
	 
      	 
      	 
      	
                  Daniel
      Roitman

                
	 
      	 
      	 
      	
                  Chief
      Operating Officer

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  THIRD
      POINT LOAN LLC

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	 
      	
                  Josh
      Targoff

                
	 
      	 
      	
                  Chief
      Operating Officer and

                
	 
      	 
      	
                  General
      Counsel

                
	 
      	 
      	 
      
	 
      	
                  THIRD
      POINT ADVISORS, LLC

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	 
      	
                  Josh
      Targoff

                
	 
      	 
      	
                  Chief
      Operating Officer and

                
	 
      	 
      	
                  General
      Counsel

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The
foregoing is hereby accepted and agreed

    to in all
respects by the undersigned:

    


    BIOFUEL
ENERGY CORP.

    


    
      
        	
                 

              
	
                Name:
      Scott H. Pearce

              
	
                Title:   President
      and CEO

              


      

    

    


    BIOFUEL
ENERGY, LLC

    


    
      
        	
                 

              
	
                Name:
      Scott H. Pearce

              
	
                Title:   President
      and CEO

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    SERIES A
NON-VOTING 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 the issuance of shares of Series A Non-Voting
Convertible Preferred Stock (“Series A
Non-Voting Convertible Preferred Stock”) with the characteristics set
forth below.  Capitalized terms not otherwise defined shall have the
meanings assigned to such terms in the Rights Offering Letter Agreement to which
this Exhibit A is attached.

     

    
      
        	
                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 Non-Voting Convertible Preferred Stock shall
      receive an amount equal to the Rights Price multiplied by the quotient
      obtained by dividing the total number of Depositary Shares actually
      purchased in the Rights Offering (by the Eligible Common Stockholders) and
      pursuant to the Rights Offering Backstop Commitment (by the Backstop
      Parties) by 2,000,000 for each share of Series A Non-Voting Convertible
      Preferred Stock.  The balance of any proceeds from a Liquidation
      Event shall be distributed pro rata among the holders of the Common
      Stock.

              
	 
      	 
      	 
      
	
                Dividends:

              	 
      	
                The
      Series A Non-Voting 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 (payable on a per share basis in proportion to the number of shares
      of Common Stock that  each share of Series A Non-Voting
      Convertible Preferred Stock is convertible
  into).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Voting
      Rights:

            	 
      	
              The
      holders of Series A Non-Voting Convertible Preferred Stock will have no
      voting rights, except that the consent of at least a majority of the
      outstanding shares of Series A Non-Voting Convertible Preferred Stock (in
      the aggregate, voting as a class) will be required to (i) authorize or
      issue additional shares of Series A Non-Voting Convertible Preferred Stock
      of the same series, (ii) authorize or issue any other series of preferred
      equity securities which are senior or on parity with respect to
      liquidation or dividend payments to the Series A Non-Voting Convertible
      Preferred Stock or (iii) amend the Certificate or Bylaws of BFE Corp. (the
      “Bylaws”)
      to adversely affect the rights, preferences or privileges of the Series A
      Non-Voting Convertible Preferred Stock.

            
	 
      	 
      	 
      
	
              Automatic
      Conversion:

            	 
      	
              All
      shares of Series A Non-Voting Convertible Preferred Stock shall
      automatically convert into shares of Common Stock as set forth in
      Paragraph 2 of the Rights Offering Letter Agreement to which this
      Exhibit A is attached promptly following stockholder approval (by the
      affirmative vote of the holders of outstanding BFE Common Stock) of the
      authorization and issuance of the Common Stock issuable upon conversion of
      all Series A Non-Voting Convertible Preferred Stock and issuable upon the
      exchange on a one-for-one basis of all Common Membership Interests that
      would be received by the Eligible LLC Members following the conversion of
      all Preferred Membership Interests they receive in the Concurrent Private
      Placement for Common Membership
Interests.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
B

     

    PREFERRED
MEMBERSHIP INTERESTS

     

    In connection with the Concurrent
Private Placement (as defined in the Rights Offering Letter Agreement to which
this Exhibit B is attached), the Second Amended and Restated Limited Liability
Company Agreement (the “LLC
Agreement”) of BioFuel Energy, LLC (“LLC”) will
be amended to provide for preferred membership interests (“Preferred
Membership Interests”) with the characteristics set forth
below.  Capitalized terms not otherwise defined shall have the
meanings assigned to such terms in the Rights Offering Letter Agreement to which
this Exhibit B is attached.

     

    
      	
              Liquidation
      Preference:

            	 
      	
              In
      the event of the voluntary or involuntary liquidation, dissolution or
      winding up of the LLC, the holder of each Preferred Membership Interest
      will be entitled to receive and to be paid out of the assets available for
      distribution to the members of the LLC, before any payment or distribution
      is made to holders of the Common Membership Interests, a liquidation
      preference per Preferred Membership Interest in an amount equal to the
      Rights Price.  After payment of the full amount of the
      liquidation preference to which they are entitled, the holders of the
      Preferred Membership Interests will have no right or claim to any of the
      LLC’s remaining assets in the event of the LLC’s liquidation, dissolution
      or winding up.

            
	 
      	 
      	 
      
	
              Dividends:

            	 
      	
              The
      Preferred Membership Interests will be entitled to pro rata distributions
      from the LLC, on an equivalent one-to-one basis with the Common Membership
      Interests, including the right to receive authorized distributions,
      including distributions to fund tax
liabilities.

            


    

    


    
      	
              Voting
      Rights:

            	 
      	
              Holders
      of Preferred Membership Interests will generally not have any voting
      rights in the LLC.  However, the LLC will not, without the
      approval of the holders of at least a majority of the Preferred Membership
      Interests, (i) authorize or issue additional Preferred Membership
      Interests (provided that no such approval shall be required in respect of
      any Preferred Membership Interests to be authorized and issued in
      connection with the Cargill Stock Payment) or (ii) authorize or issue any
      other series of preferred interests which are senior or on parity with
      respect to liquidation or dividend payments to the Preferred Membership
      Interests (provided that no such approval shall be required in respect of
      any Class B Preferred Membership Interests to be authorized and issued in
      connection with a LLC Backstop Reallocation). In
      addition, the LLC Agreement shall not be amended in such a way as would
      adversely affect the holders of the Preferred Membership Interests, in
      their capacity as such, without the approval of the holders of at least a
      majority of the Preferred Membership Interests then
      outstanding.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Automatic
      Conversion:

            	 
      	
              Following
      stockholder approval (by the affirmative vote of the holders of
      outstanding BFE Common Stock) of the authorization and issuance of the
      Common Stock issuable upon conversion of all Series A Non-Voting
      Convertible Preferred Stock and issuable upon the exchange on a
      one-for-one basis of all Common Membership Interests that would be
      received by the Eligible LLC Members following the conversion of all
      Preferred Membership Interests they receive in the Concurrent Private
      Placement for Common Membership Interests, all Preferred Membership
      Interests will automatically convert into Common Membership Interests and
      the holders of the Preferred Membership Interests (other than BFE Corp.)
      will also receive one share of Class B Common Stock for each Common
      Membership Interest received upon
conversion.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    BACKSTOP
PARTIES

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Entity

                                    	 	
                                      Commitment Percentage

                                    	 
	
                                      Greenlight
      Parties

                                    	 	 	66.7	%
	Third
      Point Loan LLC 	 	 	33.3	%