CORN MARKETING AGREEMENT

Exhibit 10.4

CORN MARKETING AGREEMENT

Between

Liberty Renewable Fuels, LLC

and

Cooperative Elevator Co.

TABLE OF CONTENTS

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TABLE OF CONTENTS

CORN MARKETING AGREEMENT

THIS CORN MARKETING AGREEMENT (“Agreement”) is made and entered into as of the 27 day of October, 2006, (the “Effective Date”) by and between Liberty Renewable Fuels, LLC, a Delaware limited liability company, (“Liberty”), and Cooperative Elevator Co., a Michigan Corporation (“Co-op”). Liberty and Co-op may each be referred to as a “Party”, or, collectively as the “Parties”.

RECITALS

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Liberty and Co-op agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . Unless the context requires otherwise, each term contained herein with its initial letter capitalized and not otherwise defined in this Agreement shall have the meaning set forth below:

“Affiliate” means, with respect to any Person, any other Person (i) that directly or indirectly controls, or is controlled by, or is under common control with, such other Person, (ii) that directly or indirectly beneficially owns or holds fifty percent (50%) or more of any class of voting stock of such other Person, (iii) that has fifty percent (50%) or more of any class of voting stock that is directly or indirectly beneficially owned or held by such other Person, or (iv) who either holds a general partnership interest in such other Person or such other Person holds a general partnership interest in the Person.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Laws” means, with respect to a Party, any act, statute, law, regulation, permit, constitution, license, ordinance, rule, judgment, order, decree, directive, guideline or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Government Authority with jurisdiction over the Party, or its property or operations. Without limiting the generality of the foregoing, Applicable Laws also means any rule or regulation or practice promulgated by the Securities and Exchange Commission.

“Applicable Permits” means, with respect to a Party, any and all permits, clearances, licenses, authorizations, consents, filings, exemptions or approvals from or required by any Government Authority that are necessary for performance of such Party’s obligations hereunder or other matter as specified herein.

“Business Day” means any day except a Saturday, Sunday or a Federal Reserve Bank holiday.

“Calculation Period” means a twelve-month period for which the Volume Guarantee Payment is calculated. A Calculation Period shall begin on the Commencement Date and on each anniversary of the Commencement Date during the Term of this Agreement.

“Claiming Party” has the meaning set forth in Section 9.1 .

“Claims” has the meaning set forth in Section 4.2 .

“Commencement Date” means October 1, 2008.

“Confidential Information” has the meaning set forth in Section 15.2 .

“Contract Price” shall mean the Market Price Liberty will pay Co-op for corn under this Agreement, as determined and as further defined in Sections 3.4 and 3.5 .

“Co-op” has the meaning set forth in the preamble to this Agreement.

“Default Interest Rate” means five percent (5%) per annum plus the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates.”

“Defaulting Party” has the meaning set forth in Section 11.2 .

“Demanding Party” has the meaning set forth in Section 12.4 .

“Due Date” means the date amounts payable by a Party are due as set forth in Section 7.3 .

“Elevators” and “Elevator” has the meaning set forth in the Recitals.

“End-Use Retail Customer” means a direct, farm user of feed. Without limiting the

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specificity of the foregoing, an End-Use Retail Customer cannot be a wholesale corn reseller or other feed mill operation or another ethanol plant.

“Event of Default” has the meaning set forth in Section 11.2 .

“Financing Parties” has the meaning set forth in Section 15.10 .

“Force Majeure” means an event or effect that cannot be reasonably anticipated or controlled by a Party, such as, but not limited to, labor dispute, plant breakdown, weather, or transportation shortage or delay, provided such events could not have been prevented or overcome by the due diligence of the Claiming Party.

“Government Authority” means any and all federal, state, county, city, municipal, local or regional authorities, departments, bodies, commissions, corporations, branches, directorates, agencies, ministries, courts, tribunals, judicial authorities, legislative bodies, administrative bodies, regulatory bodies, autonomous or quasi-autonomous entities or taxing authorities of the United States of America or any department, municipality or other political subdivision thereof.

“Government Regulation” has the meaning set forth in Section 6.4 .

“Guaranteed Volume” means 4,000,000 bushels of corn sold to Liberty under this Agreement in a Calculation Period.

“Handling Fee” has the meaning set forth in Section 6.2 .

“Inbound Fee” has the meaning set forth in Section 6.2 .

“Insolvency Proceeding” means, as to a Person, (i) any case, action or proceeding relating to bankruptcy, reorganization, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of such Person’s creditors, or any substantial portion of such Person’s creditors, undertaken under any law applicable to such Person, including, without limitation, Title 11 of the United States Code.

“Liberty” has the meaning set forth in the preamble to this Agreement.

“Long Term Force Majeure” has the meaning set forth in Section 9.3 .

“Market Price” means the Market Price for corn Originated under this Agreement, determined as provided in Section 3.5 .

“Non-Defaulting Party” has the meaning set forth in Section 11.1 .

“Originate” or “Origination” means Co-op’s purchase or other acquisition of title to corn from producers during the Term of this Agreement.

“Outbound Fee” has the meaning set forth in Section 6.2 .

“Party” has the meaning set forth in the preamble to this Agreement.

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“Person” means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, organization, association, sole proprietorship, government (or any agency, instrumentality or political subdivision thereof) or other entity.

“Plant” has the meaning set forth in the recitals to this Agreement.

“Quality Specification” means the corn grade of #2 Yellow Corn as established pursuant to the U.S. Grain Standards Act.

“Scheduled Expiration Date” means September 30, 2012 or such other later date for expiration of the term of this Agreement as determined pursuant to Section 2.2 .

“Storage Fees” has the meaning set forth in Section 6.1 .

“Suspension Volumes” means the number of bushels of corn equal to one-half (1/2) the number of dollars owed by Liberty that are past due.

“Term” has the meaning set forth in Section 2.1 .

“Termination Notice” has the meaning set forth in Section 2.2 .

“Third-Party Seller” means a corn grower or any other Person, except Co-op, selling corn to Liberty.

“Total Liberty Throughput” means the amount of corn sold to Liberty under this Agreement in a Calculation Period.

“Trade Territory” means the historical trade territory area of Co-op, specifically that area bounded by (i) the Lake Huron shoreline, (ii) the Saginaw River as it flows between Interstate 75 and Bay City, Michigan, (iii) Interstate 75 from Flint, Michigan, north to the point where Interstate 75 crosses the Saginaw River near Saginaw, Michigan, and (iv) Interstate 69 from I-75 in Flint east to Port Huron, Michigan.

“Volume Guarantee Payment” means a payment to be made by Liberty to Co-op for each bushel that the Total Liberty Throughput is less than the Guaranteed Volume. The Volume Guarantee Payment shall be calculated as provided in Section 3.7.

ARTICLE II

TERM

2.1 Term . This Agreement is effective as of the date first written above. This Agreement will continue in effect until the Scheduled Expiration Date, or if applicable, the earlier termination of this Agreement in accordance with the terms hereof (the “Term”). The Parties may terminate this Agreement by mutual written consent at any time. The termination of this Agreement shall not affect or excuse the performance of either Party under any provision of this Agreement that by its terms survives any such termination. With respect to any sale, storage and/or delivery of corn agreed to by the Parties during the Term but scheduled to occur after the Scheduled Expiration Date, this Agreement shall remain in effect with respect to such sale,

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storage and/or delivery until the Parties have fulfilled all of their obligations with respect to such transactions.

2.2 Extension of the Scheduled Expiration Date . Commencing on October 1, 2011, and on every October 1 thereafter, the Scheduled Expiration Date shall be automatically extended for one year, unless on or before that respective October 1 date, either Party shall have notified the other Party that the then-Scheduled Expiration Date shall not be so extended (such notice a “Termination Notice”). Co-op will continue to Originate corn, for sale, storage and/or delivery to Liberty, during the period after the date on which the Termination Notice is delivered and before the Scheduled Expiration Date. This Origination will include the forward contracting of corn for sale to Liberty to be delivered to Co-op by Third-Party Sellers up to twelve (12) months after the Scheduled Expiration Date. Following the delivery of a Termination Notice by either Party, Liberty may Originate corn within the Trade Territory from any source for delivery to Liberty, provided that delivery of such corn occurs twelve (12) months or more after the Scheduled Expiration Date.

ARTICLE III

DUTIES OF LIBERTY AND CO-OP

3.1 Duties of Liberty . From and after the Commencement Date and during the Term, Liberty will (i) purchase all corn that Co-op Originates (except Feed Corn, as defined below) , at the Contract Price, (ii) store the purchased corn in the Elevators, and (iii) take delivery of the corn for shipment from the Elevators, all on the terms and conditions herein set forth. During the Term of this Agreement, and so long as Co-op has not breached any of its obligations under this Agreement, Liberty agrees it will not enter into any agreement for corn Origination and/or storage, during the Term with any Third-Party Seller located in the Trade Territory or store corn in the Trade Territory other than through Co-op under this Agreement, provided, however that: (i) Liberty may purchase corn from any licensed grain dealer on a spot basis for immediate delivery to Liberty from the facility of the licensed grain dealer within the Trade Territory at any time during the Term and Liberty will consult with and notify Co-op prior to such purchase, provided further, however, that from September 15 - December 15 of each year, Liberty will not make any such spot purchase without Co-op’s consent; and (ii) Liberty may purchase or Originate corn and store it at or through the Millington Elevator & Supply facility at Millington, Michigan. Liberty is free to purchase and procure corn that is grown outside the Trade Territory in its unfettered, sole discretion, and this Agreement does not affect or relate to such purchases. Upon taking delivery of corn to Liberty for shipment from an Elevator, Liberty may ship the corn to any destination it elects in its sole discretion.

3.2 Duties of Co-op . From and after the Commencement Date and during the Term, Co-op will (i) use its best good faith efforts to Originate all corn available to it within the Trade Territory for resale to Liberty (it being understood this does not require Co-op to acquire corn at prices in excess of Market Price), (ii) sell to Liberty all of the corn that Co-op Originates (except Feed Corn, as defined below) at the Contract Price, (iii) store corn in the Elevators for Liberty, and (iv) deliver the corn to Liberty for shipment from the Elevators on the terms and conditions herein set forth. After the Commencement Date and during the Term, Co-op will not (w) sell corn to any Person other than Liberty, (x) broker or arbitrage any corn purchase or sale arrangements unless such arrangements are for Liberty or Co-op Quality Feeds, Inc., (y) receive

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delivery of corn to the Elevators for any Person other than Liberty, or (z) store corn on behalf of any Person other than Liberty. The foregoing not withstanding, Co-op may (a) Originate or store corn for Co-op Quality Feeds, Inc. or Co-op’s own feed production or other on farm end use; and (b) store corn that remains under producer ownership as part of a livestock feed bank storage program under customary feed bank plans, both (a) and (b) being called “Feed Corn.” Co-Op warrants, represents and covenants that (i) all Feed Corn will be sold and/or delivered only to End-Use Retail Customers or to Co-Op Quality Feeds, Inc. for sale only to End-Use Retail Customers, and (ii) that Co-Op Quality Feeds, Inc. will only sell and/or deliver Feed Corn to End-Use Retail Customers.

3.3 Matters Pertaining to Forward Transactions .

(a) Following the Effective Date, Co-op and Liberty will commence entering into contracts for the Origination of corn to be delivered to an Elevator on or after the Commencement Date (a “Forward Transaction”) for sale to Liberty. When Co-op enters into a contract with a Third-Party Seller for such a Forward Transaction, Co-op will immediately notify Liberty of such Forward Transaction.

(b) Liberty will not be obligated to take or pay for such corn or any related Handling Fee until the later of actual receipt of the corn at an Elevator or the Commencement Date, nor for storing corn on behalf of Liberty until the later of actual receipt of the corn at an Elevator or the Commencement Date.

(c) Prior to the Commencement Date, Co-op will be responsible for hedging all Forward Transactions described in (a) above in accord with Co-op’s past practices and in amounts and on terms reasonably acceptable to Liberty. Co-op shall bear any expenses incurred in connection with acquiring and maintaining such hedges including paying all margin calls, carrying charges or related interest and commissions until the Commencement Date.

(d) On the Commencement Date: (i) Co-op shall exchange with Liberty its hedge positions on all Forward Transactions entered into prior to the Commencement Date in a manner to allow Co-op to exit such hedge positions and Liberty to assume them; (ii) Liberty will issue Co-op a corresponding purchase contract for each Forward Transaction Co-op entered into prior to the Commencement Date and (iii) Liberty will reimburse Co-op for all commission costs and actual interest or carrying charges related to margin calls paid by Co-op and incurred by Co-op as a result of hedge positions acquired and maintined pursuant to Section 3.3(c) without any markup by Co-op. Co-op shall obtain competitive financing rates for margin calls and other transaction costs and charges consistent with Co-op’s practices and rates obtained to hedge other Co-op transactions. Commencing the month following the Effective Date and continuing until the Commencement Date, Co-op shall deliver to Liberty a detailed summary of the daily margin positions, margin calls, interest rates and interest charges incurred by Co-op on each day during the previous month with respect to all Forward Transactions.

(e) After the Commencement Date, Liberty shall have in place a sub-account under its account with a futures commission merchant or brokerage firm in which Co-op is authorized to and will hedge directly on behalf of Liberty the purchase contracts for corn to be resold to Liberty under this Agreement. Such hedges by Co-op shall be executed and structured pursuant

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to Liberty’s hedge strategies as will be communicated to Co-op from time to time. Liberty shall bear any expenses incurred in connection with acquiring and maintaining such hedges including paying all margin calls, carrying charges or related interest and commissions on and after the Commencement Date. At the end of each day, Co-op will fax to Liberty its listing of corn purchase contracts for the day and Liberty will issue Co-op corresponding purchase contracts for such contracted corn.

3.4 Contract Price. Liberty shall purchase and Co-op shall sell all corn to Liberty at the Contract Price. The Contract Price shall be the lesser of (i) the Market Price, or (ii) the price actually paid by Co-op to the Third-Party Supplier for such corn. .

3.5 Market Price . In determining the Market Price, Liberty will consult with Co-op regularly and use good faith efforts to determine the Market Price. Co-op shall propose to Liberty Market Prices for its Origination of corn. Liberty may accept the proposed Market Price, or, if it does not agree, determine and set another Market Price, in Liberty’s discretion, and advise Co-op thereof. The Market Price will be set with reference to factors that the grain industry commonly uses to establish the price of corn purchased from producers in the Trade Territory including: (i) transportation, (ii) the relevant Chicago Board of Trade futures, and (iii) basis (basis consisting of local supply and a survey of all reasonable available alternate markets for the corn such as the Columbus train market, the Toledo export market, the Canadian truck market, local feed manufacturing, ethanol plants and other end-users). In the event Co-op disputes that the Market Price set by Liberty accurately reflects the actual market price for corn Originated in the Trade Territory, Co-op must notify Liberty immediately of the disagreement, and specify the reason of such disagreement. Promptly following receipt of such notice, Liberty and Co-op shall attempt to resolve the dispute and agree on a Market Price. If the Parties do not agree, they shall promptly refer the matter to a mutually agreeable expert on local corn Origination pricing, whose decision shall be final and binding on the Parties.

3.6 Source . Co-op will Originate corn grown only within the Trade Territory unless otherwise agreed to in writing by the Parties.

3.7 Volume Guarantee . On October 1 of each year, commencing 2009, the Parties will calculate the Total Liberty Throughput for the previous twelve (12) months. In the event Co-op fails to sell or deliver corn to Liberty or store corn for Liberty during such period as a result of Force Majeure or a default by Co-op hereunder, the Guaranteed Volume will be reduced accordingly. If the Total Liberty Throughput for such period is less than the Guaranteed Volume, then Liberty will pay Co-op the Volume Guarantee Payment within thirty (30) days of the date the calculation is made. The Parties agree that any delay in determining the Volume Guarantee Payment because of a good faith dispute concerning the calculation thereof will not be a basis for a claim of breach or a delay or suspension of performance by either Party under this Agreement. The Volume Guarantee Payment shall be calculated using the following formula:

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16¢ X (Guaranteed Volume – Total Liberty Throughput)

plus

((Total Storage Fees Accrued by Liberty For the Year / Total Liberty Throughput)/2)

X

(Guaranteed Volume – Total Liberty Throughput)

3.8 Separate Agreements . The Parties intend to enter into a separate agreement under which Liberty will purchase from Co-op approximately three million (3,000,000) bushels of corn grown during the 2007 corn growing season. The Parties also intend to enter into a separate agreement under which Co-op and/or Co-op Quality Feeds, Inc. will purchase from Liberty dried distiller grain products produced at the Plant. The terms and conditions of those agreements or performance thereunder, or, even if the Parties are unable to agree on any such agreements, are not contingent upon or related to the terms, conditions and performance of this Agreement.

3.9 Price Later Agreement Settlement . In order to provide more space for receiving new crop corn, Co-op may deliver corn to Liberty that Co-op has obtained from a producer pursuant to a price later agreement between Co-op and the producer. On the day on which Co-op ships the corn to Liberty, Liberty will pay Co-op for corn obtained in this manner the Market Price on that day. The Parties will true-up the settlement price to the Market Price paid by Liberty for the corn on the first invoice issued following the date on which Co-op settles the price with the producer under such price later agreement. The settlement price shall be the actual Market Price paid to the producer by Co-op upon sale of corn by the producer. If the settlement price paid by Co-op is higher than the Market Price paid by Liberty, the difference will be credited to Liberty, and if the settlement price paid by Co-op is less than the Market Price paid by Liberty, the difference will be added to the amounts owed by Liberty.

ARTICLE IV

CORN QUANTITIES AND DELIVERIES

4.1 Minimum Storage Available . The Parties intend that Co-op will provide all storage for corn Originated and sold to Liberty under this Agreement, but Liberty acknowledges and agrees that Co-op will continue to use the Elevators to Originate, handle, store, sell and ship other commodities to other purchasers throughout the Term, and that the Origination, handling and storage of corn under this Agreement will be done in such manner as to reasonably accommodate and not impinge upon such marketing of other commodities. In furtherance of this understanding, the Parties agree that Co-op may limit total storage space in the Elevators available to Liberty to no more than 5 million bushels at any one time as necessary to accommodate the handling and storage of other commodities.

4.2 Delivery Schedules . Liberty will take delivery of the corn at the Elevators at Pigeon, Akron, Elkton, or Ruth, as the case may be, and Liberty will be responsible for paying transportation costs therefrom. Co-op is responsible to load trains, trucks or other modes of transportation at Co-op’s expense. Liberty may cause all corn to be shipped from the Elevators as and when it determines, provided that Liberty agrees to allow Co-op to core Elevator bins and

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check the quality of the corn in accordance with the following: (i) each December Liberty will take delivery of at least 10% of its corn then in storage at an Elevator; and (ii) Liberty and Co-op will mutually agree on arrangements for deliveries to Liberty from April 1 through September 15 of each year of the amounts Co-op needs to ship from the Elevator to core the bins and check the quality of the corn. Prior to September 1 of each year, Liberty and Co-op will work together to determine what amounts of Liberty’s corn then in storage at the Elevators must be shipped to Liberty prior to September 15 of that year to provide Co-op sufficient storage capacity to receive deliveries of the upcoming harvest, with the Parties taking into account the quantity of corn Liberty will need to retain in storage to ensure it has adequate corn supplies in the following year and the quality of corn in storage. In the event Liberty and Co-op are not able to agree to a schedule of shipments to Liberty pursuant to this Section 4.1(a), Co-op’s judgment on the matter of clearing space for new crop harvest will prevail. In the event corn stored for Liberty threatens to go out of condition in an Elevator, Liberty agrees to cooperate with Co-op to take shipment of such corn as soon as practicable.

4.3 Title, Transportation and Risk of Loss . For all corn sold to Liberty pursuant to this Agreement, title will transfer from Co-o