Exhibit
4.3

    


    BIOFUEL
ENERGY CORP.

     

    
      
        

      

    

     

    CERTIFICATE
OF DESIGNATIONS

    PURSUANT
TO SECTION 151 OF THE

    GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE

     

    
      
   

    SERIES
A NON-VOTING CONVERTIBLE PREFERRED STOCK

     

    (Par
Value $0.01)

      

    
      
   

    The
undersigned, being a duly authorized officer of BioFuel Energy Corp., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), does
hereby certify that:

     

    Pursuant
to the authority vested in the Board of Directors of the Corporation (the “Board of Directors”) by the
Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of
Incorporation”), the Board of Directors, on [   ], 2010,
in accordance with Section 151(g) of the General Corporation Law of the state of
Delaware, duly adopted the following resolution establishing a series of
2,000,000 shares of the Corporation’s Series A Non-Voting Convertible Preferred
Stock, par value $0.01 per share (the “Series A Non-Voting Convertible
Preferred Stock”):

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors by the
Certificate of Incorporation, the Board of Directors hereby establishes a series
of Series A Non-Voting Convertible Preferred Stock of the Corporation and hereby
states the number of shares, and fixes the powers, designations and preferences
and conversion, relative, participating, optional and other rights, and the
qualifications, limitations and restrictions thereof, of such series of shares
as follows:

     

    SERIES
A NON-VOTING CONVERTIBLE PREFERRED STOCK

     

    1.           Designation; Number of
Shares.

     

    There
shall be created from the 5,000,000 shares of preferred stock, par value $0.01
per share (the “Preferred
Stock”), authorized to be issued by the Certificate of Incorporation, a
series of Preferred Stock designated as “Series A Non-Voting Convertible
Preferred Stock” (the “Series A
Non-Voting Convertible Preferred Stock”), and the number of shares
constituting the Series A Non-Voting Convertible Preferred Stock shall be
2,000,000.  Such number of shares may be increased (but no such
increase shall result in an increase of the number of shares of Series A
Non-Voting Convertible Preferred Stock outstanding to a number greater than
5,000,000) or decreased by resolution of the Board of Directors adopted and
filed pursuant to Section 151(g) of the DGCL, or any successor provision, and by
the filing of a certificate of increase or decrease with the Secretary of State
of the State of Delaware; provided that no such
decrease shall reduce the number of shares of Series A Non-Voting Convertible
Preferred Stock to a number less than the number of shares then outstanding; and
provided further than no such
increase shall be made unless such increase would be permitted by Section
8.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Definitions.  As
used in this Certificate of Designations, the following terms shall have the
following meanings:

     

    
      “Additional Stock” means any shares of Common Stock or
Common Stock Equivalents issued other than (i) any shares of Common Stock
issuable upon exercise of the warrants contemplated by the Loan Agreement by and
among the Corporation and the lenders party thereto and Greenlight APE, L.L.C.,
as Administrative Agent, dated September 24, 2010, as
such may be amended from time to time, or (ii) any shares of Common Stock issued
or issuable upon conversion of the Series A Non-Voting Convertible Preferred
Stock.

    

     

    “Board of Directors” shall mean
the Board of Directors of the Corporation.

     

    “By-Laws” shall mean the
Amended and Restated Bylaws of the Corporation.

     

    “Cargill Letter” shall mean the
letter agreement dated September 23, 2010 among the Corporation, Cargill, Inc.,
Cargill Commodity Services, Inc., BFE Operating Company, LLC, Pioneer Trail
Energy, LLC and Buffalo Lake Energy, LLC, as such may be amended from time to
time.

     

    “Cargill Stock Payment” shall
mean the issuance of shares of Series A Non-Voting Convertible Preferred Stock
underlying any depositary shares to be issued to Cargill, Inc. in connection
with the stock payment to Cargill, Inc. contemplated by clause (B) of the second
sentence of the third to last paragraph of the Cargill Letter.

     

    “Certificate of Incorporation”
shall mean the Amended and Restated Certificate of Incorporation of the
Corporation, as such may be amended from time to time.

     

    “Class B Common Stock” shall
mean the class B common stock, par value $0.01 per share, of the
Corporation.

     

    “Common Stock” shall mean the
common stock, par value $0.01 per share, of the Corporation.

     

    
      “Common Stock Equivalents”
means any securities, options or rights convertible into or exchangeable
for, or entitling the holder thereof to receive, additional shares of Common
Stock (other than the Series A Non-Voting Convertible Preferred
Stock).

    

     

    “Conversion Date” shall mean
the date of the conversion of shares of Series A Non-Voting Convertible
Preferred Stock for shares of Common Stock pursuant to Section 5.

     

    “Conversion Rate” shall be
[        ]1, subject
to adjustment pursuant to Section 6.

     

    “Corporation” shall mean
BioFuel Energy Corp., a corporation organized and existing under the laws of the
State of Delaware

     

    “DGCL” shall mean the General
Corporation Law of the State of Delaware.

     

    “Per Share Closing Price” of
the Common Stock on any date means the closing sale price per share (or if no
closing price is reported, the average of the closing bid and ask prices or, if
more than one in either case, the average of the average closing bid and the
average closing ask prices) on such date as reported on The Nasdaq Global Market
(or such other principal national securities exchange on which the Common Stock
is then listed or authorized for quotation or, if not so listed or authorized
for quotation, the average of the midpoint of the last bid and ask prices for
the Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Corporation for
this purpose).

     

      
        

      

    

    1 To be a
fixed number determined by dividing the number of depositary shares actually
purchased in the rights offering and pursuant to the Backstop Commitment by
2,000,000.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    “Registrar” means the Transfer
Agent.

     

    “Requisite Stockholder
Approval” means the approval by the holders of the Common Stock and Class
B Common Stock of the authorization and issuance of all additional shares of
Common Stock issuable upon conversion of all shares of Series A Non-Voting
Convertible Preferred Stock at the Conversion Rate.

     

    “Transfer Agent” means The Bank
of New York Mellon or any successor transfer agent appointed pursuant to Section
11.

     

    3.           Dividends and
Distributions. The holders of shares of
Series A Non-Voting Convertible Preferred Stock shall be entitled to receive
dividends or distributions (as applicable), out of any assets legally available
therefor, when, as and if such dividends or distributions (as applicable) are
paid to the holders of the Common Stock; provided that each
share of Series A Non-Voting Convertible Preferred Stock shall entitle the
holder thereof to receive any such dividends or distributions (as applicable) in
an amount equal to the aggregate dividends or distributions that would be
entitled to be received by holders of a number of shares of Common Stock equal
to one multiplied by the Conversion Rate in effect at the applicable
time.  Dividends shall be payable to holders of record of shares of
Series A Non-Voting Convertible Preferred Stock on the record date for the
corresponding dividend or distribution on the Common Stock.

     

    4.           Liquidation.

     

    
      	
               
      

            	
              a.

            	
              In
      the event of the voluntary or involuntary liquidation, dissolution or
      winding up of the Corporation, each holder of Series A Non-Voting
      Convertible Preferred Stock shall be entitled to receive and to be paid
      out of the Corporation’s assets available for distribution to its
      stockholders, before any payment or distribution is made to holders of
      Common Stock or any other class of capital stock or series of Preferred
      Stock established after the original issue date of the Series A Non-Voting
      Convertible Preferred Stock the terms of which do not expressly provide
      that such class or series shall rank senior to or on a parity with the
      Series A Non-Voting Convertible Preferred Stock as to rights upon the
      liquidation, dissolution or winding up of the Corporation, but after any
      distribution on any class of capital stock or series of Preferred Stock of
      the Corporation established after the original issue date of the Series A
      Non-Voting Convertible Preferred Stock the terms of which expressly
      provide that such class or series shall rank senior to the Series A
      Non-Voting Convertible Preferred Stock as to rights upon the liquidation,
      dissolution or winding up of the Corporation, a liquidation preference in
      an amount equal to $0.56 multiplied by
      [         ]2,
      plus declared but unpaid dividends.

            


    

     

      
        

      

    

    2 To be a
fixed number determined by dividing the number of depositary shares actually
purchased in the rights offering and pursuant to the Backstop Commitment by
2,000,000.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              b.

            	
              If,
      upon the voluntary or involuntary liquidation, winding up or dissolution
      of the Corporation, the amounts payable with respect to the liquidation
      preference of the Series A Non-Voting Convertible Preferred Stock and any
      class of capital stock or series of preferred stock established after the
      original issue date of the Series A Non-Voting Convertible Preferred
      Stock, the terms of which expressly provide that such class or series
      shall rank on a parity with the Series A Non-Voting Convertible Preferred
      Stock as to rights upon the liquidation, dissolution or winding up of the
      Corporation (“Parity
      Stock”) are not paid in full, the holders of the Series A
      Non-Voting Convertible Preferred Stock and the Parity Stock will share
      equally and ratably in any distribution of the Corporation’s assets in
      proportion to the full liquidation preference to which they are
      entitled.

            


    

     

    
      	
               
      

            	
              c.

            	
              After
      payment of the full amount of the liquidation preference to which they are
      entitled, the holders of the Series A Non-Voting Convertible Preferred
      Stock will have no right or claim to any of the Corporation’s remaining
      assets in the event of the Corporation’s liquidation, dissolution or
      winding up.

            


    

     

    
      	
               
      

            	
              d.

            	
              Neither
      the sale, conveyance or other transfer of all or substantially all of the
      Corporation’s assets or business (other than in connection with the
      Corporation’s liquidation, dissolution or winding up), nor the
      Corporation’s merger or consolidation into or with any other person, will
      be deemed to be the Corporation’s voluntary or involuntary liquidation,
      dissolution or winding up for purposes of this Section
  4.

            


    

     

    5.           Conversion.  The  Series
A Non-Voting Convertible Preferred Stock shall be converted into Common Stock as
follows:

     

    
      	
               
      

            	
              a.

            	
              Each
      outstanding share of Series A Non-Voting Convertible Preferred Stock
      shall, immediately following the Requisite Stockholder Approval,
      automatically convert into a number of shares of Common Stock equal to the
      Conversion Rate.

            


    

     

    
      	
               
      

            	
              b.

            	
              As
      soon as practicable after the Conversion Date, the Corporation shall (A)
      issue and deliver to each record holder of shares of Series A Non-Voting
      Convertible Preferred Stock as of immediately prior to the Conversion Date
      one or more certificates representing (or book entry notations
      representing) the number of shares of Common Stock to which such holder is
      entitled, together with a check or cash for payment of fractional shares
      (payable at the Per Share Closing Price of the Common Stock at the close
      of business on the trading day next preceding the Conversion Date), if
      any, and (B) pay to such holder, to the extent of funds legally available
      therefor, all declared but unpaid dividends on the shares of Series A
      Non-Voting Convertible Preferred Stock that are being converted into
      Common Stock.  Such conversion shall be made on the Conversion
      Date, and the person entitled to receive the shares of Common Stock
      issuable upon such conversion shall be treated for all purposes as the
      record holder of such shares of Common Stock on the Conversion Date,
      regardless of whether the Corporation shall have actually delivered
      certificates representing (or book entry notations representing) such
      shares of Common Stock as of such date.  From and after the
      Conversion Date, the shares of Series A Non-Voting Convertible Preferred
      Stock to be converted on the Conversion Date shall no longer be
      outstanding, and all rights of a holder thereof as a holder of Series A
      Non-Voting Convertible Preferred Stock shall cease and terminate with
      respect to such shares (except for (i) the right to receive from the
      Corporation certificates representing (or book entry notations
      representing) the Common Stock issuable upon conversion, (ii) the right to
      receive any payment in lieu of a fractional share of Common Stock and
      (iii) the right to receive, to the extent of funds legally available
      therefor, all declared but unpaid dividends on the shares of Series A
      Non-Voting Convertible Preferred Stock).  If more than one share
      of Series A Non-Voting Convertible Preferred Stock is being surrendered
      for conversion at one time by the same holder, then the number of full
      shares of Common Stock issuable upon conversion shall be calculated on the
      basis of the aggregate number of shares of Series A Non-Voting Convertible
      Preferred Stock so surrendered for conversion by such holder at such
      time.

            


    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              All
      shares of Common Stock issued upon conversion of the shares of Series A
      Non-Voting Convertible Preferred Stock shall, upon issuance by the
      Corporation, be duly and validly issued, fully paid and nonassessable, not
      issued in violation of any preemptive rights arising under law or contract
      and free from all taxes, liens and charges with respect to the issuance
      thereof, and the Corporation shall take no action that will cause a
      contrary result.

            


    

     

    6.           Anti-dilution and
Recomputations of the Conversion Rate.  The Conversion Rate
shall be subject to adjustment from time to time as follows:

     

    
      	
               
      

            	
              a.

            	
              Stock
      Dividends.  If at any time
      after issuance of the Series A Non-Voting Convertible Preferred Stock the
      Corporation shall pay or make a dividend or other distribution to holders
      of its Common Stock solely in shares of Common Stock, the Conversion Rate
      in effect at the opening of business on the day following the record date
      fixed for the determination of stockholders entitled to receive such
      dividend or other distribution shall be increased by multiplying such
      Conversion Rate by a fraction the numerator of which shall be the sum of
      (A) the number of shares of Common Stock outstanding at the close of
      business on the date fixed for such determination and (B) the total number
      of shares of Common Stock constituting such dividend or other
      distribution, and the denominator of which shall be the number of shares
      of Common Stock outstanding at the close of business on the date fixed for
      such determination.  Such increase shall become effective
      immediately after the opening of business on the day following the date
      fixed for determination of the holders entitled to such dividend or other
      distribution.

            


    

     

    
      	
               
      

            	
              b.

            	
              Stock Splits and
      Reverse Stock Splits.  If at any time after issuance of
      the Series A Non-Voting Convertible Preferred Stock the outstanding shares
      of Common Stock shall be subdivided into a greater number of shares of
      Common Stock, the Conversion Rate in effect at the opening of business on
      the day following the day upon which such subdivision becomes effective
      shall be increased and, conversely, if the outstanding shares of Common
      Stock shall be combined into a smaller number of shares of Common Stock,
      the Conversion Rate in effect at the opening of business on the day
      following the day upon which such combination becomes effective shall be
      decreased, in each case, to equal the product of the Conversion Rate in
      effect on such date and a fraction the numerator of which shall be the
      number of shares of Common Stock outstanding immediately after such
      subdivision or combination, as the case may be, and the denominator of
      which shall be the number of shares of Common Stock outstanding
      immediately prior to such subdivision or combination, as the case may
      be.  Such increase or reduction, as the case may be, shall
      become effective immediately after the opening of business on the day
      following the day upon which such subdivision or combination becomes
      effective.

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              Sales of Common Stock
      at a Price Below $0.56.  If
      at any time after issuance of the Series A Non-Voting Convertible
      Preferred Stock the Corporation shall issue and sell any shares of
      Additional Stock for an aggregate consideration per share less than $0.56,
      the Conversion Rate in effect immediately prior to each such issuance
      shall be increased by multiplying the Conversion Rate then in effect by a
      fraction, (x) the numerator of which shall be the number of shares of
      Common Stock outstanding immediately prior to such issuance plus the
      number of shares of Additional Stock issued for an aggregate consideration
      per share less than $0.56 and (y) the denominator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such
      issuance plus the number of shares of Additional Stock that the aggregate
      consideration received by the Corporation for such issuance would purchase
      at a purchase price per share of $0.56.  For purposes of this
      Section 6(c), the aggregate number of shares of Additional Stock
      deliverable upon conversion, exchange or exercise (assuming the
      satisfaction of any conditions to converting, exchanging or exercising,
      but without taking into account potential anti-dilution adjustments) of
      any Common Stock Equivalents shall be deemed to have been issued at the
      time such Common Stock Equivalents were issued and sold and for a
      consideration per share (determined on an as-converted to Common Stock
      basis) equal to the consideration received by the Corporation for any such
      Common Stock Equivalents, plus the additional consideration, if any, to be
      received by the Corporation upon the conversion, exchange or exercise of
      such Common Stock Equivalents.  In any case in which the
      Conversion Rate is adjusted upon the issuance of a Common Stock
      Equivalent, no further adjustment to the Conversion Rate shall be made
      upon the issuance of Common Stock resulting from the conversion, exchange
      or exercise of such Common Stock Equivalent.  In the event of
      any change in the number of shares of Common Stock deliverable or in the
      consideration payable to the Corporation upon conversion, exchange or
      exercise of any Common Stock Equivalents, the Conversion Rate of the
      Series A Non-Voting Convertible Preferred Stock, to the extent in any way
      affected by such Common Stock Equivalents, shall be recomputed to reflect
      such change.  In the case of the issuance of shares of Addition
      Stock for cash, the consideration shall be deemed to be the aggregate
      amount of cash paid per share therefor before deducting any reasonable
      discounts, commissions or other expenses allowed, paid or incurred by the
      Corporation for any underwriting or otherwise in connection with the
      issuance and sale thereof.  In the case of the issuance of
      shares of Additional Stock for a consideration in whole or in part other
      than cash, the consideration other than cash shall be deemed to be the
      fair value thereof as determined in good faith by the Board of
      Directors.  Such increase shall become effective immediately
      after the opening of business on the day following the day upon which such
      issuance occurs.

            


    

     

    
      	
               
      

            	
              d.

            	
              Consolidation, Merger,
      etc.  If the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the
      Common Stock is exchanged for or changed into other stock or securities,
      cash or any other property, then in any such case the then outstanding
      shares of Series A Non-Voting Convertible Preferred Stock shall at the
      same time be similarly exchanged or changed into an amount per share equal
      to the product of (i) the Conversion Rate then in effect and (ii) the
      aggregate amount of stock, securities, cash or any other property (payable
      in kind), as the case may be, into which or for which a single share of
      Common Stock is exchanged or changed (assuming the holder of such share of
      Common Stock exercised any rights of election, if any, exercised by the
      holders of a majority (or plurality, if applicable) of the Common Stock
      and received per share the kind and amount of consideration equal to the
      weighted average of the types and amounts of consideration received by a
      majority (or plurality, if applicable) of similarly electing (or
      non-electing, as applicable)
holders).

            


    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              e.

            	
              De Minimis
      Adjustments.  No adjustment to the Conversion Rate need
      be made pursuant to this Section 6 until all cumulative adjustments amount
      to 1% or more of the Conversion Rate as last adjusted.  Any
      adjustments that are not made shall be carried forward and taken into
      account in any subsequent
adjustment.

            


    

     

    
      	
               
      

            	
              f.

            	
              Notice of
      Adjustment.  Whenever the Conversion Rate is adjusted,
      the Corporation shall promptly mail to holders of record of Series A
      Non-Voting Convertible Preferred Stock (if any), first class, postage
      prepaid, at the address of such record holders as maintained by the
      Registrar, a notice of adjustment setting forth in reasonable detail the
      events giving rise to the adjustment and the calculation of the
      adjustment.  A copy of such notice shall also be filed with the
      Registrar.

            


    

     

    
      	
               
      

            	
              g.

            	
              Rules of Calculation;
      Treasury Stock.  All calculations under this
      Section 6 shall be made to the nearest one-hundredth of a cent or to
      the nearest one-ten thousandth of a share.  Except as explicitly
      provided herein, the number of shares of Common Stock outstanding shall be
      calculated on the basis of the number of issued and outstanding shares of
      Common Stock, not including shares held in the treasury of the
      Corporation.

            


    

     

    7.           Voting
Rights.  The  Series A Non-Voting Convertible
Preferred Stock shall have no voting rights except as required by law or as set
forth in Section 8.

     

    8.           Protective
Provisions.  So long as any shares of Series A Non-Voting
Convertible Preferred Stock are outstanding, the Corporation shall not (by
amendment, merger, consolidation or otherwise) without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least a majority of the then-outstanding shares of Series A Non-Voting
Convertible Preferred Stock, voting separately as a class:

     

    
      	
               
      

            	
              a.

            	
              authorize
      or issue additional shares of Series A Non-Voting Convertible Preferred
      Stock; provided that
      no such approval shall be required in respect of any shares of Series A
      Non-Voting Convertible Preferred Stock to be authorized and issued in
      connection with the Cargill Stock
Payment;

            


    

     

    
      	
               
      

            	
              b.

            	
              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

            


    

     

    
      	
               
      

            	
              c.

            	
              take
      any action that would amend, alter or modify the Certificate of
      Incorporation or By-Laws (whether by merger, consolidation, conversion or
      otherwise) if such amendment, alteration or modification would adversely
      affect the rights, preferences or privileges of the holders of the Series
      A Non-Voting Convertible Preferred
Stock.

            


    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    9.           No Redemption; No Sinking
Fund.

     

    
      	
               
      

            	
              a.

            	
              The
      shares of Series A Non-Voting Convertible Preferred Stock shall not be
      subject to redemption by the Corporation or at the option of any holder of
      Series A Non-Voting Convertible Preferred
Stock.

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      shares of Series A Non-Voting Convertible Preferred Stock shall not be
      subject to or entitled to the operation of a retirement or sinking
      fund.

            


    

     

    10.         Reissuance of
Shares.  Any shares of Series A Non-Voting Convertible
Preferred Stock acquired by the Corporation in any manner whatsoever, including
upon conversion, shall not be reissued as such and shall be retired and
cancelled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock, without designation as to series until such shares are once more
designated as part of a particular series by the Board of Directors pursuant to
the provisions of the Certificate of Incorporation.

     

    11.         Transfer Agent, Registrar,
Conversion and Dividend Disbursing Agent.  The duly appointed
transfer agent, registrar, conversion and dividend disbursing agent for the
Series A Non-Voting Convertible Preferred Stock shall be the Transfer
Agent.  The Corporation may, in its sole discretion, remove the
Transfer Agent; provided that the
Corporation shall appoint a successor transfer agent (which successor shall be
an independent bank or trust company) who shall accept such appointment prior to
the effectiveness of such removal.  Upon any such removal or
appointment, the Corporation shall send notice thereof to the holders of shares
of Series A Non-Voting Convertible Preferred Stock.  Payments shall be
payable by United States dollar check drawn on, or wire transfer (provided that
appropriate wire instructions have been received by the Registrar at least
15 days prior to the applicable date of payment) to a U.S. dollar account
maintained by the holder with, a bank located in the State of New York; provided that at the
option of the Corporation, payment of dividends may be made by check mailed to
the address of the person entitled thereto as such address shall appear in the
Series A Non-Voting Convertible Preferred Stock register.

     

    12.         Form.  The
Series A Non-Voting Convertible Preferred Stock shall initially be issued in the
form of one or more definitive shares in fully registered form in substantially
the form attached hereto as Exhibit A (each, a “Certificated Series A Non-Voting
Convertible Preferred Stock”), which is hereby incorporated in and
expressly made a part of this Certificate of Designations.  Each
Certificated Series A Non-Voting Convertible Preferred Stock shall reflect the
number of shares of Certificated Series A Non-Voting Convertible Preferred Stock
represented thereby, and may have notations, legends or endorsements required by
law or stock exchange rules (provided that any
such notation, legend or endorsement is in a form acceptable to the
Corporation).  Each Certificated Series A Non-Voting Convertible
Preferred Stock shall be registered in the name or names of the person or
persons specified by the Corporation in a written instrument to the
Registrar.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    13.         Severability of
Provisions.  If any voting powers, preferences and relative,
participating, optional and other special rights of the Series A Non-Voting
Convertible Preferred Stock and qualifications, limitations and restrictions
thereof set forth in this Certificate of Designations are invalid, unlawful or
incapable of being enforced by reason of any rule of law or public policy, all
other voting powers, preferences and relative, participating, optional and other
special rights of the Series A Non-Voting Convertible Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
Certificate of Designations which can be given effect without the invalid,
unlawful or unenforceable provisions shall, nevertheless, remain in full force
and effect.

     

    14.         Notices.  Unless
otherwise provided herein, any notice required by the provisions of this
Certificate of Designations to be given to the holders of shares
of  Series A Non-Voting Convertible Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed to
each holder of record at his address appearing on the books of the
Registrar.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

    


    The
effective time and date of the series herein certified shall be as of the time
and date filed with the Secretary of State of the State of
Delaware.

    


    Signed on
____________

    


    
      
        	 
      	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    Signature
page to Certificate of Designations

    for
Series A Non-Voting Convertible Preferred Stock

    of
BioFuel Energy Corp.

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit A

    


    [FORM OF
FACE OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]  

    
      	 
      	 
      	 
      
	
              Certificate
      Number [______]

            	 
      	
              Number
      of Shares of Series A Non-Voting

            
	 
      	 
      	
              Convertible
      Preferred Stock [______]

            


    

    


    BIOFUEL
ENERGY CORP.

    Series A
Non-Voting Convertible Preferred Stock

    (par
value $0.01 per share)

       

    BIOFUEL ENERGY CORP., a Delaware
corporation (the “Corporation”), hereby
certifies that [______] (the “Holder”) is the registered
owner of [______] fully paid and non-assessable shares of the Corporation’s
designated Series A Non-Voting Convertible Preferred Stock, with a par value of
$0.01 per share and a liquidation preference of $[] per share (the “Series A Non-Voting Convertible
Preferred Stock”).  The shares of Series A Non-Voting
Convertible Preferred Stock are transferable on the books and records of the
Registrar, with the written consent of the Corporation, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer.  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Series A
Non-Voting Convertible Preferred Stock represented hereby are and shall in all
respects be subject to the provisions of the Certificate of Designations dated
[] as the same may be amended from time to time (the “Certificate of
Designations”).  Capitalized terms used herein but not defined
shall have the meaning given them in the Certificate of
Designations.  The Corporation will provide a copy of the Certificate
of Designations to the Holder without charge upon written request to the
Corporation at its principal place of business.

    


    Reference is hereby made to the
Certificate of Designations, which shall for all purposes have the same effect
as if set forth at this place.

    


    Upon receipt of this executed
certificate, the Holder is bound by the Certificate of Designations and is
entitled to the benefits thereunder.

    


    Unless the Registrar has properly
countersigned, these shares of Series A Non-Voting Convertible Preferred Stock
shall not be entitled to any benefit under the Certificate of Designations or be
valid or obligatory for any purpose.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation
by an officer of the Corporation this [_______] of [_______]
[_______].

    


    
      
        	 
      	
                BIOFUEL
      ENERGY CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    REGISTRAR’S
COUNTERSIGNATURE

         

    These are shares of Series A Non-Voting
Convertible Preferred Stock referred to in the within-mentioned Certificate of
Designations.

         

    Dated: [_______],
[_______]

    


    
      
        
          	
                  THE
      BANK OF NEW YORK MELLON,
as Registrar

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    [FORM OF
REVERSE OF CERTIFICATE FOR SERIES A NON-VOTING CONVERTIBLE PREFERRED
STOCK]

    


    The shares of Series A Non-Voting
Convertible Preferred Stock shall be convertible in the manner and accordance
with the terms set forth in the Certificate of Designations.

    


    The Corporation shall furnish without
charge to each holder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    FOR VALUE RECEIVED, the undersigned
assigns and transfers the shares of Series A Non-Voting Convertible Preferred
Stock evidenced hereby to:

    


      

    (Insert
assignee’s social security or taxpayer identification number, if
any)

    


    


    (Insert
address and zip code of assignee)

    


    and
irrevocably appoints:

    


    as agent
to transfer the shares of Series A Non-Voting Convertible Preferred Stock
evidenced hereby on the books of the Transfer Agent. The agent may substitute
another to act for him or her.

    Date:

    


    Signature:

    (Sign
exactly as your name appears on the other side of this Certificate)

    
      	 
      	 
      	 
      
	
              Signature
Guarantee: 

            	 
      	
                

            


    

    


    (Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Transfer Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)


    
      
         


      

      
        -15-