8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2010 (September 24, 2010)

BioFuel Energy Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-33530	20-5952523
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1600 Broadway, Suite 2200

Denver, CO 80202

 (Address of principal executive offices, including zip code)

(303) 640-6500

 (Registrant’s telephone number including area code)

 (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Please see the disclosure provided in Item 5.02 below, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2010, BioFuel Energy Corp. (the “Company”) entered into a loan agreement (the “Bridge Loan Agreement”) with Greenlight Capital, LP, Greenlight Capital Qualified, LP, Greenlight Capital (Gold), LP, Greenlight Capital Offshore Partners, Greenlight Capital Offshore Master (Gold), Ltd., Greenlight Reinsurance, Ltd. (collectively, the “Greenlight Parties”) and Third Point Loan LLC (“Third Point” and, together with the Greenlight Parties, the “Lenders”) and Greenlight APE, LLC, as administrative agent, pursuant to which the Company borrowed $19,420,620 (the “Bridge Loan”).  The proceeds of the Bridge Loan were used to repay in full its working capital loans under its senor debt facility and certain fees and expenses associated with the transaction.  In connection with the Bridge Loan Agreement, on September 24, 2010, the Company entered into a Rights Offering Letter Agreement (the “Rights Offering Letter Agreement”) with the Lenders pursuant to which the Company agreed to use its commercially reasonable best efforts to conduct a rights offering in which all holders of its Common Stock and Class B Common Stock will be granted the right to purchase convertible preferred stock of the Company, with the goal of generating sufficient proceeds to repay the Bridge Loan and BioFuel Energy, LLC’s subordinated debt and to make certain other payments (the “Transaction”).

In connection with the Transaction, Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire, Executive Vice President and Chief Financial Officer, Doug Anderson, Vice President of Operations, and Mark Zoeller, Vice President and General Counsel, (collectively, the “Executives”) entered into a waiver letter, dated September 24, 2010 (the “Waiver Letter”), to waive certain benefits to which the Executives may otherwise have become entitled as a result of the Transaction.  The Waiver Letter provides that the Transaction shall not constitute a “change of control” for purposes of any awards held by the Executives under the BioFuel Energy Corp. 2007 Equity Incentive Compensation Plan (the “Equity Plan”) or the vesting and payment provisions of the BioFuel Energy, LLC Change of Control Plan ( the “Change of Control Plan”) to the extent the Change of Control Plan provides benefits to the Executives, notwithstanding anything to the contrary contained in either the Equity Plan or the Change of Control Plan.  In addition, the Waiver Letter provides that the Transaction shall not constitute a “change of control” under either the Executive Employment Agreements, dated August 31, 2010, between BioFuel Energy, LLC and each of Scott H. Pearce and Kelly G. Maguire or the Offers of Continued Employment, dated August 31, 2010, between BioFuel Energy, LLC and each of Doug Anderson and Mark Zoeller. The foregoing description of the Waiver Letter does not purport to be complete and is qualified in its entirety by reference to the Waiver Letter attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

10.1 Waiver Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire, Executive Vice President and Chief Financial Officer, Doug Anderson, Vice President of Operations, and Mark Zoeller, Vice President and General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BIOFUEL ENERGY CORP.
Date: September 30, 2010
	By:	/s/ Scott Pearce
		Name:  Scott H. Pearce
		Title:    President and CEO

Index to Exhibits

Exhibit Number Exhibit

10.1 Waiver Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire, Executive Vice President and Chief Financial Officer, Doug Anderson, Vice President of Operations, and Mark Zoeller, Vice President and General Counsel

EX-10.1

EXHIBIT 10.1

BIOFUEL ENERGY CORP.

1600 BROADWAY, SUITE 2200

DENVER, COLORADO 80202

CONFIDENTIAL AND PROPRIETARY

September 24, 2010

Greenlight APE, LLC

as Administrative Agent

Re:  BioFuel Change of Control Arrangements

Gentlemen:

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

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

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

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

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

Letter Agreement re: BioFuel Change of Control Arrangements

Greenlight APE, LLC

as Administrative Agent

September 24, 2010

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

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

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

Acknowledged and agreed as of the date first written above.

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By Executives:

/s/ Scott Pearce

Scott Pearce

President and CEO

/s/ Kelly Maguire

Kelly Maguire

Executive Vice President and CFO

/s/ Doug Anderson

Doug Anderson

Vice President of Operations

/s/ Mark Zoeller

Mark Zoeller

Vice President and General Counsel

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