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201400141
<br /> EXECUTION COPY
<br /> TERMINATION AGREEMENT
<br /> THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of
<br /> November 22, 2013, by and among BFE OPERATING COMPANY, LLC ("Opco"),
<br /> BUFFALO LAKE ENERGY, LLC ("Buffalo Lake"), PIONEER TRAIL ENERGY, LLC
<br /> ("Pioneer Trail"; Pioneer Trail, Buffalo Lake and Opco, each, a "BFE Party" and, collectively,
<br /> "BFE Parties"), CARGILL, INCORPORATED ("CI"), CARGILL COMMODITY
<br /> SERVICES, INC. ("CCS"; CCS and CI, each, a "Cargill Party" and, collectively, "Cargill
<br /> Parties"), and FIRST NATIONAL BANK OF OMAHA, as administrative agent
<br /> ("Administrative Agent") and as collateral agent ("Collateral Agent") under the Credit
<br /> Agreement described below.
<br /> RECITALS:
<br /> A. BEE Parties have previously entered into that certain Credit Agreement dated as
<br /> of September 25, 2006 (as amended, modified, supplemented, extended or renewed from time to
<br /> time, the "Credit Agreement") among BFE Parties, Administrative Agent, Collateral Agent and
<br /> the financial institutions from time to time party thereto, as lenders (collectively, the "Lenders").
<br /> B. BEE Parties and Cargill Parties have previously entered into the agreements
<br /> described on Schedule I attached hereto (as amended, modified, supplemented, extended or
<br /> renewed from time to time, collectively, the "Existing Contracts"), relating to the operation of
<br /> the ethanol facilities located in Fairmont, Minnesota and Wood River, Nebraska and more
<br /> particularly described in the Prior Operator Contracts (together, the "Facilities").
<br /> C. Events of Default (as defined in the Credit Agreement) have occurred and are
<br /> continuing under the Credit Agreement (the "Existing Events of Default").
<br /> D. Pursuant to that certain Deed in Lieu of Foreclosure Agreement and Joint Escrow
<br /> Instructions dated as of April 11, 2013 (the "Deed in Lieu Agreement") among BFE Parties,
<br /> Administrative Agent, Collateral Agent and the Lenders, BFE Parties agreed to convey to
<br /> Collateral Agent, or one or more designees of Collateral Agent, the Facilities and the other assets
<br /> of BFE Parties which Administrative Agent and Collateral Agent may elect to acquire pursuant
<br /> to the Deed in Lieu Agreement (collectively, the "Deed in Lieu Assets"), and Administrative
<br /> Agent, Collateral Agent and the Lenders have agreed to accept such conveyance, on the terms
<br /> and conditions set forth in the Deed in Lieu Agreement, in lieu of Administrative Agent,
<br /> Collateral Agent and the Lenders exercising their rights and remedies under the Credit
<br /> Agreement on account of the Existing Events of Default.
<br /> E. Pursuant to the Credit Agreement, each BFE Party appointed Collateral Agent as
<br /> the attorney-in-fact of such BFE Party, with full power of substitution, and in the name of such
<br /> BFE Party, at any time after the occurrence and during the continuance of an Event of Default,
<br /> to, among other things, do every act with respect to the Existing Contracts as such BFE Party
<br /> may do on its own behalf.
<br /> F. Pursuant to those certain Consents dated as of September 25, 2006 (the
<br /> "Consents") among BEE Parties, Cargill Parties and Collateral Agent, Cargill Parties
<br /> 4828-826,1-8727.4
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