Common use of Conditions of Effectiveness of this Agreement Clause in Contracts

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only when: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors).

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or by each of the Lenders or solely in the case of clause (v) below, special counsel to the Loan Parties, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received and each of the Lenders: (i) originally executed counterparts of this Agreement duly and any amendments or supplements to the Guaranty, the Pledge Agreements and the Intra-Company Loan Subordination Agreement; (ii) an original Revolving Note executed and delivered by the Borrowers in favor of each Revolving Credit Lender requesting a Revolving Note, an original Term Loan Note executed by the Borrowers in favor of each Term Loan Lender requesting a Term Loan Note and an original Swing Line Note executed by the Accounts BankBorrowers in favor of the Swing Line Lender; (biii) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may require evidencing the Updated 13-Week Cash Flow Forecast identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as defined belowthe Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (v) favorable opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, DLA Piper LLP (US), Xxxxxxx Xxxxx LLP, and Ice Xxxxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties and the Loan Documents and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (cvi) The Agent shall have received an agreementa certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in form connection with the execution, delivery and substance satisfactory to performance by such Loan Party and the Agent, pursuant validity against such Loan Party of the Loan Documents to which Wachovia, as agentit is a party, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) such consents, licenses and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) Intentionally Omitted; and (ix) a (A) duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrowers most recently ended prior to the Closing Date (which shall, in any event, give pro forma effect to the Specified Acquisition and the Term Loans made on the Closing Date as if the Specified Acquisition had been consummated and the Term Loans had been made on the first day of the applicable test period) and (B) solvency certificate in form and substance reasonably satisfactory to the Administrative Agent, in each case signed by a Responsible Officer of the Borrowers. (b) Any fees required to be paid hereunder on or before the Closing Date shall have been paid (or will be paid out of proceeds of a Borrowing made hereunder on the Closing Date). (c) Unless waived by the Administrative Agent, the Borrowers shall have paid (or will pay on the Closing Date) all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an agreement, in form and substance satisfactory notice from such Lender prior to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising proposed Closing Date specifying its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)objection thereto.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only when: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEIPacific Ethanol”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI Pacific Ethanol and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEIPacific Ethanol, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) The Agent shall have received evidence satisfactory to it that Pacific Ethanol has received proceeds of not less than $2,000,000 from the issuance of notes (the “Junior Notes”) which Notes shall be satisfactory in all respects (including, without limitation, term and ranking) to the Agent. The Borrowers shall have concurrently provided the Agent and the Agent’s financial and legal advisors with a Updated 13-Week Cash Flow Forecast (as defined below) satisfactory in all respects to the Agent setting forth how Pacific Ethanol, Kinergy and the Borrowers will use such proceeds. (f) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (fg) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors).

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the prior or concurrent satisfaction or waiver of each of the conditions precedent set forth in this Section 6.1. For the limited purpose of this Section 6.1, the phrases “shall become effective have received”, “shall have approved”, “shall have demonstrated”, “shall have delivered” and similar phrases contemplating that future performances were required shall be construed as being performed or waived as of the date hereof (the “Effective Closing Date”) when, and only when: (a) : The Agent shall have received counterparts received, as of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreementClosing Date, in form and substance satisfactory to the AgentAgent and Lenders, pursuant to which Wachoviathe following: (i) executed originals of each of this Agreement, as agentthe Notes (if applicable), the Facility Guaranty and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) Pledge Agreement, together with all schedules and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effectexhibits thereto; (dii) The the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Credit Parties dated the Closing Date (including opinions of New York, Xxxxxxxx Islands and Bermuda counsel), addressed to the Agent shall have received an agreement(for itself and on behalf of the Lenders), in form and substance satisfactory reasonably acceptable to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (eiii) All resolutions of the representations and warranties boards of directors or other appropriate governing body (or of the Borrowers contained in this Agreement shall be true and correct on and appropriate committee thereof) of each Credit Party, certified by its secretary or assistant secretary as of the Effective Date Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (unless stated iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such party, certified by the secretary or assistant secretary of such party or such other officer or director of such party; (v) the Organizational Documents of each Credit Party certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization; (vi) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of each of the Credit Parties as to relate solely the due existence and good standing of such Person; (vii) [reserved]; (viii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to an earlier date, perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to the Collateral as the Agent may reasonably require; (ix) the delivery by the Borrower and other Credit Parties of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case such representations by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; (x) a certificate of the Chief Financial Officer of the Borrower certifying, and warranties shall be true containing calculations demonstrating, compliance with Section 9.18 on a pro forma basis after giving effect to the initial borrowings hereunder and correct as the use of such earlier date)the proceeds thereof; and (fxi) The evidence that any fees payable by any Credit Party on the Closing Date to the Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)Lenders have been paid in full.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as and conditions of Borrowings after the Reorganization. The effectiveness of this Agreement, the amendment of the date hereof (Old Credit Agreement hereby, the “Effective Date”) whenapproval of the Reorganization by the Required Lenders, and only whenthe obligation of each Lender to make Loans after the consummation of the Reorganization are subject to the satisfaction, or waiver in accordance with SECTION 11.6 hereof, of the conditions precedent of SECTION 3.3 and the following conditions precedent: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered a certificate, signed by the Borrowers and president, the Accounts Bank; (b) The Agent shall have received chief executive officer or the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreementchief financial officer of each Credit Party, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, certifying that (i) all representations and warranties of such Credit Party contained in this Agreement and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) Credit Documents are true and Kinergy Marketingcorrect as of the Reorganization Date, LLC (“Kinergy”) pursuant immediately after giving effect to the terms consummation of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and Reorganization (except to the extent any such forbearance representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in full force all material respects as of such date), (ii) all representations and effect;warranties of the Borrower contained in the Old Credit Agreement and the other Credit Documents are true and correct as of the Reorganization Date, immediately before giving effect to the consummation of the Reorganization (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (iii) before giving effect to the Reorganization, no Default or Event of Default has occurred and is continuing under the Old Credit Agreement, (iv) after giving effect to the Reorganization, no Default or Event of Default has occurred and is continuing under this Agreement, (v) no Material Adverse Change has occurred since December 31, 1998, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (vi) all conditions to the extensions of credit hereunder set forth in this Section and SECTION 3.3 have been satisfied or waived as required hereunder. (db) The Agent shall have received certificates of the secretary, clerk or director, as applicable, or an agreementassistant secretary, clerk or director, as applicable, of each Credit Party, in form and substance satisfactory to the Agent, pursuant certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of such Credit Party, as the case may be, certified, to the extent applicable, as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction or organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or memorandum and articles of association, as applicable, of such Credit Party, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or duly authorized committee thereof) of such Credit Party authorizing the execution, delivery and performance of this Agreement, the other Credit Documents to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc.it is a party, and Pacific Ag Productsthe Reorganization Documents to which it is a party, LLC, pursuant and (iv) as to the terms incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents. (c) The Credit Parties shall have duly complied with and performed all of their agreements and conditions set forth in the Reorganization Documents required to be complied with or performed by it on or prior to the Reorganization Date thereunder and the Agent shall have received evidence satisfactory to it that certain Loan Restructuring Agreement dated the Reorganization shall have been consummated in compliance with all applicable Requirements of Law. (d) The Agent shall have received a Covenant Compliance Worksheet, duly completed and certified by the chief financial officer or treasurer of PXRE Group and the Borrower and in form and substance satisfactory to the Agent, demonstrating PXRE Group's and Borrower's compliance with the financial covenants set forth in SECTIONS 6.1 through 6.4, determined on a pro forma basis as of November 7June 30, 2008 1999, after giving effect to the consummation of the Reorganization. (e) The Lenders shall have received complete and final copies of the Reorganization Documents satisfactory in all material respects to the Required Lenders, and the corporate and capital structure of PXRE Group and its Subsidiaries, after giving effect to the Reorganization, and all legal, tax, accounting, business and other instruments referred matters relating to thereinthe Reorganization or to PXRE Group and its Subsidiaries, for shall be satisfactory in all respects to the Required Lenders. [THIS WILL BE DELETED UPON RECEIPT BY THE LENDERS OF FINAL REORGANIZATION DOCUMENTS.] (f) The Lenders shall have received, on or prior to the Reorganization Date, a forbearance period co-terminous certificate as of a recent date of the good standing or existence of each of the Credit Parties under the law of their respective state or country of organization. (g) All approvals, permits and consents of any Governmental Authorities or other Person required in connection with the Forbearance Period execution and delivery of this Agreement, the other Credit Documents and the consummation of the Reorganization shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Agent), and all related filings, if any, shall have been made, and all such forbearance approvals, permits, consents and filings shall be in full force and effect;effect and the Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the Reorganization, or that, in the opinion of the Agent, would otherwise be reasonably likely to have a Material Adverse Effect. (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (fh) The Agent shall have received payment the favorable opinions of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Borrower and the Guarantors, (ii) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel to PXRE Group and (iii) Chancery Xxxxxxxx, Barbados counsel to PXRE Barbados, in full the form of EXHIBITS E-1, E-2 and E-3, dated as of the Reorganization Date. [NOTE: SUCH OPINIONS FROM BERMUDA AND BARBADOS COUNSEL SHALL BE PROVIDED BY COUNSEL ACCEPTABLE TO THE AGENT AND BE SIMILAR TO MLB'S INCLUDING OPINIONS PERTAINING TO THE CHOICE OF LAW AND THE VALIDITY AND ENFORCEABILITY OF THE GUARANTEES MADE BY PXRE GROUP AND PXRE BARBADOS HEREUNDER RESPECTIVELY.] (i) The Agent shall have received a Financial Condition Certificate, together with the Pro Forma Balance Sheets and the Projections as described in SECTIONS 4.11(b) and 4.11(c), all of which shall be in form and substance satisfactory to the Agent. (j) The Borrower shall have paid the fees and expenses due and payable in accordance with the terms of this Agreement under SECTIONS 2.9(a) and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisorsc).

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only whenimmediately when the following conditions shall have been satisfied: (a) The Agent Obligors and the Sprott Parties shall have received counterparts signed a counterpart of this Agreement duly executed and delivered by the Borrowers and the Accounts BankAgreement; (b) The Agent SPRSR shall have received (i) a certificate of good standing with respect to each Obligor from the Updated 13-Week Cash Flow Forecast Secretary of State (as defined belowor other similar official) of the jurisdiction of its incorporation; (ii) a certificate of a senior officer of each Obligor, dated the Effective Date, addressed to each Sprott Party, in form and substance reasonably acceptable to SPRSR, certifying as to the incumbency and specimen signature of each officer of such Obligor executing this Agreement or any other document delivered in connection with this Agreement on its behalf and attaching (x) a true and complete copy of articles, by-laws and any other charter documents of such Obligor, including all amendments thereto, as in effect on the Effective Date, and (y) a true and complete copy of resolutions duly adopted by its board of directors or shareholders, as the case may be, of such Obligor authorizing the execution, delivery and performance of this Agreement and the Amended and Restated Royalty Put Option Agreement and approving all matters contemplated by this Agreement and the Amended and Restated Royalty Put Option Agreement, and (iii) an opinion of legal counsel to each Obligor addressed to each Sprott Party, in form and substance reasonably acceptable to the Agent, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and validity and enforceability of this Agreement, the Convertible Debentures, as amended by this Agreement, and the Amended and Restated Royalty Put Option Agreement and such other matters as SPRSR may reasonably request; (c) The Agent intercreditor agreement (the “Intercreditor Agreement”) among SPRSR US, as agent for the Sprott Entities, the Security Agent, Monetary Metals Bond III LLC, Minewater Finance LLC, Minewater LLC, MW HH LLC and the Obligors shall have received an agreement, in form been executed and substance satisfactory to delivered by the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effectparties; (d) The Agent shall have received an agreementinitial tranche of the financing contemplated under the secured promissory note purchase agreement dated August 8, in form and substance satisfactory to 2024 between Monetary Metals Bond III LLC as purchaser, the AgentMine Owner, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc.as borrower, and Pacific Ag ProductsBHMC, LLCas parent, pursuant to has closed or will close concurrently with delivery of the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 conditions set forth in Sections 5(b) and (c) on the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;Effective Date; and (e) All costs and expenses of the representations Sprott Entities relating to this Agreement, the Amended Loan Agreement, the Amended and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Restated Royalty Put Option Agreement and the Credit Intercreditor Agreement and the transactions contemplated thereunder (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)their legal counsel) have been paid in full.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “First Amendment Effective Date”) when, and only when:): (a) The Agent Administrative Agent’s receipt of the following, each of which shall have received counterparts be originals or electronic copies (including “.pdf” or similar format, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: (i) this Agreement Agreement, duly executed and delivered by Holdings, the Borrowers Borrower, the Subsidiary Guarantors existing as of the First Amendment Effective Date, the Administrative Agent, the Lenders and the Accounts BankIncremental Lenders; (bii) The Agent shall have received the Updated 13-Week Cash Flow Forecast (a certificate of a Responsible Officer of each Loan Party certifying as defined below) in form and substance acceptable to the Agentincumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Loan Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other 72906207_8 governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and (D) attached thereto is a true, correct and complete copy of such certificates of good standing (including bring down certificates) from the applicable secretary of state of the state of incorporation, organization or formation (or equivalent), as applicable, of each Loan Party; (ciii) The Agent a certificate of a Responsible Officer of the Borrower certifying that (A) no Event of Default shall have received an agreement, in form and substance satisfactory exist immediately prior to or after giving effect to the Agent, pursuant to which Wachovia, as agent, 2016 Incremental Revolving Facility and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. transactions contemplated hereunder, (“PEI”B) and Kinergy Marketingthe Borrower is in compliance, LLC (“Kinergy”) pursuant on a pro forma basis after giving effect to the terms incurrence of their financing arrangements with PEI the 2016 Incremental Revolving Facility (and Kinergy co-terminous assuming that any commitments under the Revolving Facility and the 2016 Incremental Revolving Facility are fully drawn), with the Forbearance Period and such forbearance shall be financial covenants set forth in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to Section 8.1 of the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Credit Agreement dated calculated as of November 7, 2008 the most recent period of four (4) consecutive fiscal quarters for which financial statements have been delivered and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (eC) All of the representations and warranties contained in Section 7 of this Agreement, Section 5 of the Borrowers contained in this Credit Agreement shall be and the other Loan Documents are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the First Amendment Effective Date (unless stated Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such they are true and correct in all material respects (or, with respect to any representations and warranties shall be true and correct qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date), and except that for purposes of Section 2.5 of the Credit Agreement, the representations and warranties contained in Section 5.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsection (c) of Section 6.1 of the Credit Agreement; and (fiv) The Agent shall have received payment opinions from counsel to the Loan Parties, in full form and substance reasonably satisfactory to the Administrative Agent. (b) Payment of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel Administrative Agent and other advisors)Xxxxx Fargo Securities, LLC required to be paid on the First Amendment Effective Date. (c) Payment of all fees to the applicable Lenders required to be paid on the First Amendment Effective Date. (d) The Exiting Lenders shall have received payment of all principal on the Loans owing thereto with respect to the applicable Facilities.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent Administrative Agent’s receipt of the following, each of which shall have received counterparts be originals, telecopies or other electronic image (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, each in form and substance satisfactory to the AgentAdministrative Agent and each of the Lenders. (i) originally executed counterparts of this Agreement, pursuant the Guaranty, the Pledge Agreements and the Intra-Company Loan Subordination Agreement; (ii) an original Revolving Note executed by the Borrowers in favor of each Lender requesting a Revolving Note and an original Swing Line Note executed by the Borrowers in favor of the Swing Line Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to which Wachovia, act as agent, a Responsible Officer in connection with this Agreement and the other lenders party thereto have agreed Loan Documents to continue which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to forbear from exercising their rights against Pacific Ethanol Inc. evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (“PEI”v) favorable opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Kinergy MarketingDLA Piper LLP (US), LLC (“Kinergy”) pursuant special counsel to the terms Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties and the Loan Documents and in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate of their financing arrangements with PEI a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and Kinergy co-terminous approvals required in connection with the Forbearance Period execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such forbearance consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The Agent shall a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have received an agreementbeen satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in form and substance satisfactory to the Agentaggregate, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effectMaterial Adverse Effect; (eviii) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and a duly completed Compliance Certificate as of the Effective last day of the fiscal quarter of the Borrowers’ most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrowers; (ix) evidence that all Liens securing obligations under the Existing Credit Agreements have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been or concurrently with the Closing Date are being repaid in full and that the Existing Credit Agreement and all related loan documents are automatically terminated and of no further force or effect (unless stated other than with respect to relate solely to an earlier date, in which case indemnification obligations of the borrowers thereunder that by their terms survive such representations and warranties shall be true and correct as of such earlier daterepayment); and (fx) The such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid hereunder on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment in full of all fees and expenses due and payable in accordance with notice from such Lender prior to the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or by each of the Lenders or solely in the case of clause (v) below, special counsel to the Loan Parties, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received and each of the Lenders: (i) Originally executed counterparts of this Agreement duly and any amendments or supplements to the Guaranty, the Pledge Agreements, the Intra-Company Loan Pledge Agreement and the Intra-Company Loan Subordination Agreement; (ii) an original Revolving Note executed and delivered by the Borrowers in favor of each Revolving Credit Lender requesting a Revolving Note, an original Term Loan Note executed by the Borrowers in favor of each Term Loan Lender requesting a Term Loan Note and an original Swing Line Note executed by the Accounts BankBorrowers in favor of the Swing Line Lender; (biii) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may require evidencing the Updated 13-Week Cash Flow Forecast identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as defined belowthe Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (v) favorable opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, and such local counsel to the Loan Parties reasonably satisfactory to the Administrative Agent, in each case, as to matters concerning the Loan Parties and the Loan Documents and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (cvi) The Agent shall have received an agreementa certificate of a Responsible Officer of each Loan Party (A) either (1) attaching copies of all consents, licenses and approvals required in form connection with the execution, delivery and substance satisfactory to performance by such Loan Party and the Agent, pursuant validity against such Loan Party of the Loan Documents to which Wachovia, as agentit is a party, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) such consents, licenses and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required and (B) stating that any consents, licenses or approvals required in connection with the Spin-Off Transaction have been obtained, except for (solely with respect to this clause (B)) such consents, licenses or approvals, the failure of which to obtain would not be reasonably expected to result in a Material Adverse Effect; (vii) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) Intentionally Omitted; and (ix) a (A) duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrowers most recently ended prior to the Closing Date (which shall, in any event, give pro forma effect to the Spin-Off Transaction) and (B) solvency certificate in form and substance reasonably satisfactory to the Administrative Agent, in each case signed by a Responsible Officer of the Borrowers. (b) Each Loan Party shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements, and, if requested by the Administrative Agent or any Lender with respect to any Borrower (to the extent such Borrower does not qualify for an exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulation), each such Borrower shall have provided to the Administrative Agent (and any such Lender) a completed and executed Beneficial Ownership Certification at least two (2) Business Days prior to the Closing Date. (c) The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Spin-Off Transaction shall have been consummated in all material respects in a manner consistent with the Spin-Off Transaction Documents and as described in the REIT’s Form 10-12B filed with the SEC on November 24, 2020, as amended prior to the date hereof; (d) There shall be no litigation, other proceeding or order (whether temporary, preliminary or permanent) of a court of competent jurisdiction that does or would reasonably be expected to prevent, restrain or enjoin the consummation of the Spin-Off Transaction. (e) The Administrative Agent shall have received an agreementone or more organizational charts, in form and substance satisfactory reasonably acceptable to the Administrative Agent, pursuant for the Loan Parties (provided that each such organizational chart will not need to which Xxxxx Uniteddetail owners of the REIT unless such owners own, LLC agrees directly or indirectly, more than twenty-five percent (25%) of the REIT). (f) Any fees required to forbear from exercising its rights against PEIbe paid hereunder on or before the Closing Date shall have been paid (or will be paid out of proceeds of a Borrowing made hereunder on the Closing Date). (g) Unless waived by the Administrative Agent, Pacific Ethanol Californiathe Borrowers shall have paid (or will pay on the Closing Date) all fees, Inc., charges and Pacific Ag Products, LLC, pursuant disbursements of counsel to the terms Administrative Agent to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that certain Loan Restructuring Agreement dated as such estimate shall not thereafter preclude a final settling of November 7, 2008 accounts between the Borrowers and the other instruments referred to thereinAdministrative Agent). Without limiting the generality of the provisions of Section 9.04, for a forbearance period co-terminous purposes of determining compliance with the Forbearance Period and such forbearance shall be conditions specified in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Section 4.01, each Lender that has signed this Agreement shall be true and correct on and as of deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Administrative Agent shall have received payment in full of all fees and expenses due and payable in accordance with notice from such Lender prior to the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “Third Amendment Effective Date”) when, and only when:): (a) The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement, duly executed by each of the Credit Parties existing as of the Third Amendment Effective Date, the Administrative Agent shall and each of the Incremental Revolving Credit Lenders; (ii) a certificate of a Responsible Officer (or the secretary or assistant secretary) of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), bylaws or other governing documents, as applicable, of such Credit Party have received counterparts not been amended, restated, supplemented or otherwise modified since the date of the Existing Credit Agreement (or the most recent date of delivery to the Administrative Agent), (B) the bylaws or other governing document of such Credit Party have not been amended, restated, supplemented or otherwise modified since the date of the Existing Credit Agreement (or the most recent date of delivery to the Administrative Agent) and (C) attached thereto, or referenced therein, is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement duly executed and delivered by any related documentation; (iii) certificates as of a recent date of the Borrowers good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; and (iv) an opinion from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Accounts Bank;Administrative Agent. (b) The Agent representations and warranties set forth in Section 3 shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form be true and substance acceptable to the Agent;correct. (c) The Agent No Event of Default shall have received an agreement, in form occurred and substance satisfactory be continuing immediately prior to the Agent, pursuant or immediately after giving effect to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;this Agreement. (d) The Borrower shall have paid all fees and expenses required to be paid on the Third Amendment Effective Date. ◦ For purposes of determining compliance with the conditions specified in this Section 2, the Administrative Agent and each Incremental Revolving Credit Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Incremental Revolving Credit Lender unless the Administrative Agent shall have received an agreement, in form and substance satisfactory notice from such Incremental Revolving Credit Lender prior to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the proposed Third Amendment Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent Administrative Agent’s receipt of the following, each of which shall have received counterparts be originals, telecopies or other electronic image (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) each in form and substance acceptable reasonably satisfactory to the Administrative Agent and each of the Lenders. (i) originally executed counterparts of this Agreement, the Guaranty, the Pledge Agreements and the Intra-Company Loan Subordination Agreement; (ii) an original Revolving Note executed by the Borrowers in favor of each Lender requesting a Revolving Note and an original Swing Line Note executed by the Borrowers in favor of the Swing Line Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (v) favorable opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, DLA Piper LLP (US) and Xxxxxxx Xxxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties and the Loan Documents and in form and substance reasonably satisfactory to the Administrative Agent; (cvi) The Agent shall have received an agreementa certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in form connection with the execution, delivery and substance satisfactory to performance by such Loan Party and the Agent, pursuant validity against such Loan Party of the Loan Documents to which Wachovia, as agentit is a party, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) such consents, licenses and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The Agent shall a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have received an agreementbeen satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in form and substance satisfactory to the Agentaggregate, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effectMaterial Adverse Effect; (eA) All each Person that is a “Lender” under the Existing Credit Agreement immediately prior to the effectiveness of the representations and warranties of the Borrowers contained in this Agreement shall be true have executed this Agreement on the Closing Date as a Lender or an Exiting Lender, and correct on (B) the aggregate unpaid principal amount of Revolving Loans (under, and as defined in, the Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting Lenders thereunder as of the Effective Date (unless stated to relate solely to an earlier dateClosing Date, in which case such representations and warranties shall be true and correct as repaid in full (which repayment may be from the proceeds of such earlier dateLoans made by the Lenders hereunder); and (fix) The a (A) duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrowers’ most recently ended prior to the Closing Date and (B) solvency certificate in form and substance reasonably satisfactory to the Administrative Agent, in each case signed by a Responsible Officer of the Borrowers. (b) Any fees required to be paid hereunder on or before the Closing Date shall have been paid (or will be paid out of proceeds of a Borrowing made hereunder on the Closing Date). (c) Unless waived by the Administrative Agent, the Borrowers shall have paid (or will pay on the Closing Date) all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment in full of all fees and expenses due and payable in accordance with notice from such Lender prior to the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as The amendment and restatement of the date hereof (Existing Credit Agreements, the “Effective Date”) when, effectiveness of this Agreement and only whenthe obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Agent Administrative Agent's receipt of the following, each of which shall have received counterparts be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, each in form and substance satisfactory to the Administrative Agent and each of the Lenders. (i) executed counterparts of this Agreement, the Guaranty, the Pledge Agreements and the Intra-Company Loan Subordination Agreement sufficient in number for distribution to the Administrative Agent, pursuant each Lender and the Borrowers; (ii) a Revolving Note executed by the Borrowers in favor of each Revolving Lender requesting a Revolving Note and a Term Note executed by the Borrowers in favor of each Term Lender requesting a Term Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to which Wachovia, act as agent, a Responsible Officer in connection with this Agreement and the other lenders party thereto have agreed Loan Documents to continue which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to forbear from exercising their rights against Pacific Ethanol Inc. evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (“PEI”v) favorable opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Kinergy MarketingXxxxx Xxxxxxx LLP, LLC (“Kinergy”) pursuant special counsel to the terms Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of their financing arrangements with PEI a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and Kinergy co-terminous approvals required in connection with the Forbearance Period execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such forbearance consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrowers' most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrowers; (ix) evidence that all Liens securing obligations under the Existing Credit Agreements have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been or concurrently with the Closing Date are being repaid in full; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an agreement, in form and substance satisfactory notice from such Lender prior to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising proposed Closing Date specifying its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)objection thereto.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as is subject to satisfaction (or waiver) of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered Unless waived by all the Lenders (or by the Borrowers Administrative Agent with respect to immaterial matters, the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIF” files) (facsimiles and electronic copies followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each signing Borrower, as applicable, each dated the Accounts Bank; Closing Date (bor, in the case of certificates of governmental officials, a recent date before the Closing Date) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) and each in form and substance acceptable reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (cii) The Agent shall have received an agreement, Notes executed by each Borrower in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms favor of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and each Lender requesting such forbearance shall be in full force and effecta Note; (diii) The Agent shall have received a copy of the resolutions of the board of directors (or other governing body) of each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, an agreementAssistant Secretary or other appropriate officer or director of such Borrower; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer or director of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunder; (v) the Organization Documents of each Borrower as in form and substance satisfactory to effect on the AgentClosing Date, pursuant to which Xxxxx Unitedcertified by the Secretary, LLC agrees to forbear Assistant Secretary or other appropriate officer or director of such Borrower as of the Closing Date; (vi) a good standing certificate (or equivalent thereof, if available) for each Borrower from exercising the appropriate Governmental Authority of its rights against PEIjurisdiction of incorporation or formation; (vii) a certificate signed by a Responsible Officer of the Company, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7the Closing Date, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; certifying that: (eA) All of the representations and warranties of the Borrowers contained in this Agreement shall be Article V or in any other Loan Documents are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”) on and as of the Effective Date (unless stated Closing Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be have been true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”) as of such earlier date); (B) no Default or Event of Default exists, or will result from the Credit Extensions made on the Closing Date or the application of the proceeds thereof; and (C) there has not occurred since the date of the Audited Financial Statements, a material adverse change in the business, assets, or financial condition of the Company and its Subsidiaries taken as a whole, other than any material adverse change that has been publicly disclosed in the Company’s filings with the SEC prior to July 23, 2016; (viii) copies of the current Issuer Ratings; (ix) opinions of counsels to the Borrowers in substantially the forms delivered in connection with the closing of the Existing Credit Agreement; (x) evidence that all obligations (except obligations with respect to the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under this Agreement) owing under the Existing Credit Agreement (if any) shall be paid in full with the proceeds of the initial Credit Extensions on the Closing Date and the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; and (fxi) The such other certificates or documents as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent required to be paid by it to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment in full of all fees and expenses due and payable in accordance with notice from such Lender prior to the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “First Amendment Effective Date”) when, and only when:): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (including “.pdf” or similar format and, to the extent required by the Administrative Agent shall have received counterparts followed promptly by originals) unless otherwise specified or otherwise not applicable, each properly executed by a Senior Officer of the signing Loan Party: (i) this Agreement, duly executed by Holdings, the Parent, the Borrower, the other Loan Parties existing as of the First Amendment Effective Date, the Administrative Agent, and the Lenders constituting the Required Lenders; (ii) a certificate of a Senior Officer of the Borrower certifying that (A) after giving effect to the amendments contained in Section 1 of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) waivers contained in form and substance acceptable Section 3 of this Agreement, no Default exists immediately prior to, or will exist immediately after, giving effect to the Agent; transactions contemplated hereunder and (cB) The Agent shall have received an agreement, in form and substance satisfactory after giving effect to the Agent, pursuant to which Wachovia, as agent, amendments contained in Section 1 of this Agreement and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketingwaivers contained in Section 3 of this Agreement, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers Loan Parties contained in Section 8 of this Agreement shall be Agreement, Article V of the Credit Agreement, and each other Loan Document, are true and correct in all material respects (or, in the case of any such representation and warranty that is subject to materiality or Material Adverse Effect qualifications, in all respects) on and as of the First Amendment Effective Date (unless stated Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (or, in the case of any such representation and warranty that is subject to materiality or Material Adverse Effect qualifications, in all respects as of such earlier date); and (fiii) The Agent shall have received payment the projections for the fiscal year of the Parent ending December 31, 2017 required by Section 6.1(c) of the Credit Agreement. Payment of a consent fee to each Lender that executes and returns a signature page to this Agreement at or prior to 5:00 p.m. Central Standard Time on March 3, 2017 equal to 0.25% of the Total Credit Exposure of such Lender after giving effect to this Agreement, in full accordance with that certain first amendment fee letter dated as of February 14, 2017 by and between the Borrower and Compass Bank (the “Fee Letter”). (a) Payment of (i) all reasonable and documented fees and expenses due of the Administrative Agent and payable in accordance Compass Bank accrued through the date of this Agreement (including reasonable accrued legal fees and expenses, to the extent invoiced at least one Business Day prior to the First Amendment Effective Date, with the terms of respect to this Agreement and the Credit Agreement Agreement) and (including reasonable and documented legal ii) all fees and expenses of due to Compass Bank to the Agent’s counsel and other advisors)extent required to be paid on the First Amendment Effective Date pursuant to the Fee Letter.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only whenimmediately when the following conditions shall have been satisfied: (a) The Agent Obligors and the Sprott Lender Parties shall have received counterparts signed a counterpart of this Agreement duly executed and delivered by the Borrowers and the Accounts BankAgreement; (b) The Agent shall have received (i) a certificate of good standing with respect to each Obligor from the Updated 13-Week Cash Flow Forecast Secretary of State (as defined belowor other similar official) of the jurisdiction of its incorporation; (ii) a certificate of a senior officer of each Obligor, dated the Effective Date, addressed to each Sprott Lender Party, in form and substance reasonably acceptable to the Agent, certifying as to the incumbency and specimen signature of each officer of such Obligor executing this Agreement or any other document delivered in connection with this Agreement on its behalf and attaching (x) a true and complete copy of articles, by-laws and any other charter documents of such Obligor, including all amendments thereto, as in effect on the Effective Date, and (y) a true and complete copy of resolutions duly adopted by its board of directors or shareholders, as the case may be, of such Obligor authorizing the execution, delivery and performance of this Agreement and approving all matters contemplated by this Agreement; and (iii) an opinion of legal counsel to each Obligor addressed to each Sprott Lender Party, in form and substance reasonably acceptable to the Agent, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and validity and enforceability of this Agreement and the Existing Loan Agreement, as amended by this Agreement, and such other matters as the Agent may reasonably request; (c) The Agent intercreditor agreement (the “Intercreditor Agreement”) among Sprott Private Resource Streaming and Royalty (US Collector), LP as agent for the Sprott Entities, the Security Agent, Monetary Metals Bond III LLC, Minewater Finance LLC, Minewater LLC, MW HH LLC and the Obligors shall have received an agreement, in form been executed and substance satisfactory to delivered by the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effectparties; (d) The Agent shall have received an agreement, initial tranche of the financing contemplated under the Note Purchase Agreement has closed or will close concurrently with delivery of the conditions set forth in form Sections 4(b) and substance satisfactory to 4(c) on the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;Effective Date; and (e) All costs and expenses of the representations Sprott Entities relating to this Agreement, the other Project Finance Documents and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Intercreditor Agreement and the Credit Agreement transactions contemplated thereunder (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)their legal counsel) have been paid in full.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as is subject to satisfaction (or waiver) of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered Unless waived by all the Lenders (or by the Borrowers Administrative Agent with respect to immaterial matters, the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIF” files) (facsimiles and electronic copies followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each signing Borrower, as applicable, each dated the Accounts Bank; Closing Date (bor, in the case of certificates of governmental officials, a recent date before the Closing Date) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by each Borrower in favor of each Lender requesting such a Note; (iii) a copy of the resolutions of the board of directors (or other governing body) of each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, an Assistant Secretary or other appropriate officer or director of such Borrower; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer or director of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunder; (v) the Organization Documents of each Borrower as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or other appropriate officer or director of such Borrower as of the Closing Date; (vi) (A) a good standing certificate (or equivalent thereof, if available) for each Borrower from the appropriate Governmental Authority of its jurisdiction of incorporation or formation and (B) evidence reasonably acceptable to the Agent;Administrative Agent and the Lenders that Howmedica International S. de X.X. is a resident of Ireland for withholding tax purposes; Exhibit 4.1 (cvii) The Agent shall have received an agreementa certificate signed by a Responsible Officer of the Company, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7the Closing Date, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; certifying that: (eA) All of the representations and warranties of the Borrowers contained in this Agreement shall be Article V or in any other Loan Documents are true and correct in all material respects on and as of the Effective Date (unless stated Closing Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be have been true and correct in all material respects as of such earlier date); (B) no Default or Event of Default exists, or will result from the Credit Extensions made on the Closing Date or the application of the proceeds thereof; and (C) there has not occurred since the date of the Audited Financial Statements, a material adverse change in the business, assets, or financial condition of the Company and its Subsidiaries taken as a whole, other than any material adverse change that has been publicly disclosed in the Company’s filings with the SEC prior to July 25, 2014; (viii) copies of the current Issuer Ratings; (ix) opinions of counsels to the Borrowers in the forms delivered in connection with the closing of the Existing Credit Agreement; and (fx) The such other certificates or documents as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent required to be paid by it to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment in full of all fees and expenses due and payable in accordance with notice from such Lender prior to the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “First Amendment Effective Date”) when, and only when:): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (including “.pdf” or similar format and, to the extent required by the Administrative Agent shall have received counterparts followed promptly by originals) unless otherwise specified or otherwise not applicable, each properly executed by a Senior Officer of the signing Loan Party: (i) this Agreement, duly executed by Holdings, the Parent, the Borrower, the other Loan Parties existing as of the First Amendment Effective Date, the Administrative Agent, and the Lenders constituting the Required Lenders; (ii) a certificate of a Senior Officer of the Borrower certifying that (A) after giving effect to the amendments contained in Section 1 of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) waivers contained in form and substance acceptable Section 3 of this Agreement, no Default exists immediately prior to, or will exist immediately after, giving effect to the Agent; transactions contemplated hereunder and (cB) The Agent shall have received an agreement, in form and substance satisfactory after giving effect to the Agent, pursuant to which Wachovia, as agent, amendments contained in Section 1 of this Agreement and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketingwaivers contained in Section 3 of this Agreement, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers Loan Parties contained in Section 8 of this Agreement shall be Agreement, Article V of the Credit Agreement, and each other Loan Document, are true and correct in all material respects (or, in the case of any such representation and warranty that is subject to materiality or Material Adverse Effect qualifications, in all respects) on and as of the First Amendment Effective Date (unless stated Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (or, in the case of any such representation and warranty that is subject to materiality or Material Adverse Effect qualifications, in all respects as of such earlier date); and (fiii) The Agent shall have received payment the projections for the fiscal year of the Parent ending December 31, 2017 required by Section 6.1(c) of the Credit Agreement. (b) Payment of a consent fee to each Lender that executes and returns a signature page to this Agreement at or prior to 5:00 p.m. Central Standard Time on March 3, 2017 equal to 0.25% of the Total Credit Exposure of such Lender after giving effect to this Agreement, in full accordance with that certain first amendment fee letter dated as of February 14, 2017 by and between the Borrower and Compass Bank (the “Fee Letter”). (c) Payment of (i) all reasonable and documented fees and expenses due of the Administrative Agent and payable in accordance Compass Bank accrued through the date of this Agreement (including reasonable accrued legal fees and expenses, to the extent invoiced at least one Business Day prior to the First Amendment Effective Date, with the terms of respect to this Agreement and the Credit Agreement Agreement) and (including reasonable and documented legal ii) all fees and expenses of due to Compass Bank to the Agent’s counsel and other advisors)extent required to be paid on the First Amendment Effective Date pursuant to the Fee Letter.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent Administrative Agent’s receipt of the following, each of which shall have received counterparts be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, pursuant each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender (except those Lenders who have requested not to which Wachoviareceive a Note); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as agentthe Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other lenders party thereto have agreed Loan Documents to continue which such Loan Party is a party; (iv) the Organizational Documents of each Loan Party and such documents and certifications as the Administrative Agent may reasonably require to forbear from exercising their rights against Pacific Ethanol Inc. evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (“PEI”v) and Kinergy Marketinga favorable opinion of Xxxxxx & Xxxxxxx LLP, LLC (“Kinergy”) pursuant counsel to the terms Loan Parties, and a favorable written opinion of their financing arrangements with PEI the Borrower’s Maryland counsel that is reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and Kinergy co-terminous each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the Forbearance Period execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such forbearance consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All certificate signed by a Responsible Officer of the representations Borrower certifying (A) that the conditions specified in Sections 4.02(a) and warranties (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Borrowers contained Audited Financial Statements that has had or could be reasonably expected to have, either individually or in this Agreement shall be true the aggregate, a Material Adverse Effect; (C) that there is no litigation as described in Section 5.06, (D) that each representation and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, warranty set forth in which case such representations and warranties shall be Article V is true and correct as of such earlier datethe Closing Date; and (E) the current Debt Ratings of the Borrower; (viii) a Compliance Certificate calculated as of the June 30, 2007 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Closing Date); and (fix) The Agent such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have received payment in full been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of all fees and expenses due and payable in accordance with the terms Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of this Agreement Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Credit Agreement (including reasonable and documented legal fees and expenses of the Administrative Agent’s counsel and other advisors). (d) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “Effective Date”) when, and only when:): (a) The Administrative Agent shall have received counterparts the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) this Agreement, duly executed by each of the Credit Parties existing as of the Effective Date, the Administrative Agent and Incremental Term A-1 Loan Lenders; (ii) a Term A Loan Note executed by the Borrower in favor of each Incremental Term A-1 Loan Lender that has requested a Term A Loan Note at least two (2) Business Days in advance of the Effective Date; (iii) a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of each Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement duly executed Agreement; (iv) a certificate of a Responsible Officer of the Borrower certifying that all of the requirements in the definition of “Permitted Acquisition” have been satisfied or will be satisfied on or prior to the consummation of the Acquisition; and (v) an opinion from counsel to the Credit Parties, in form and delivered by substance reasonably satisfactory to the Borrowers and the Accounts Bank;Administrative Agent. (b) The Agent Acquisition shall, substantially concurrently with the funding of the Incremental Term A-1 Loan, be (or shall have received been) consummated in accordance with the Updated 13-Week Cash Flow Forecast (as defined below) Purchase Agreement in form and substance acceptable all material respects without giving effect to any amendments, waivers, modifications, or consents thereof that are materially adverse to the Lenders in their capacities as such, unless such amendments, waivers, modifications, or consents are approved in writing by the Administrative Agent;. (c) The Agent No Event of Default shall have received an agreementoccurred and be continuing immediately prior to or after giving effect to this Agreement, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, making of the Incremental Term A-1 Loan and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;Acquisition. (d) The Agent Borrower shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of paid all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel Incremental Term A-1 Loan Lenders, the Administrative Agent and other advisorsXxxxx Fargo Securities, LLC required to be paid on the Effective Date (including, without limitation, all fees required to be paid pursuant to the engagement letter dated as of November 2, 2021 among the Borrower, the Parent and Xxxxx Fargo Securities, LLC). (e) The Administrative Agent shall have received a Notice of Borrowing for the Incremental Term A-1 Loan, which solely in connection with the funding of the Incremental A-1 Term Loan as a LIBOR Rate Loan, may be delivered less than three (3) Business Days prior to the Effective Date, as agreed by the Administrative Agent. Notwithstanding the foregoing, the obligations of the Incremental Term A-1 Loan Lenders to make Incremental Term A-1 Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m. (New York City time) on December 31, 2021 (and, in the event that such conditions are not so satisfied, the Incremental Term A-1 Loan Commitments shall terminate at such time).

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “First Amendment Effective Date”) when): a. The Administrative Agent’s receipt of the following, and only when: (a) The Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) each in form and substance acceptable reasonably satisfactory to the Administrative Agent: (i) this Agreement, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and each of the Revolving Credit Lenders; (cii) The an executed written consent directing the Administrative Agent shall to execute this Agreement on its behalf in the form of Exhibit A hereto (each, a “Lender Consent”) from all of the Term B-1 Lenders; 96695830_4 (iii) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have received not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same and (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and any related documentation; (iv) an agreementopinion from Xxxxxxxxx Xxxxxxx XXX, Xxx Xxxx counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent; and (v) (A) a Notice of Borrowing with respect to the Term B-1 Loans, and (B) a Notice of Prepayment with respect to the prepayment of the Term B-1 Loans required to be made pursuant to which Wachovia, as agent, and Section 4.4(a) of the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effectCredit Agreement; (d) b. The Agent Lenders shall have received an agreement, in form and substance satisfactory on or prior to the AgentFirst Amendment Effective Date, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., all documentation and Pacific Ag Products, LLC, pursuant other information reasonably requested by them in writing at least three (3) Business Days prior to the terms of that certain Loan Restructuring Agreement dated as of November 7First Amendment Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, 2008 and including the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effectPatriot Act; (e) All of the c. The representations and warranties of the Borrowers contained set forth in this Agreement Section 6 shall be true and correct on correct; d. No Default or Event of Default shall have occurred and as of the Effective Date (unless stated be continuing immediately prior to relate solely or after giving effect to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)this Agreement; and e. Payment by the Borrower of (fi) The Agent shall have received payment in full of all fees and expenses due as separately agreed to among the Borrower, BMO Capital Markets Corp. and payable Xxxxx Fargo Securities, LLC in accordance connection with the terms of this Agreement and the Credit Agreement (including reasonable ii) all accrued interest and documented legal fees and expenses in respect of the Agent’s counsel and other advisors)Initial Term Loans outstanding immediately prior to effectiveness of this Agreement. On the First Amendment Effective Date, the outstanding principal amount of Initial Term Loans shall be refinanced in full by the Term B-1 Loans.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “Second Amendment Effective Date”) when, and only when:): (a) The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent shall and each of the Revolving Credit Lenders; (ii) an executed written consent directing the Administrative Agent to execute this Agreement on its behalf in the form of Exhibit A hereto (each, a “Lender Consent”) from Term Loan Lenders holding outstanding Term Loans that when combined with the Loans and Commitments of the Revolving Credit Lenders are sufficient to comprise Required Lenders; and (iii) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have received counterparts not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same and (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement duly executed and delivered by the Borrowers and the Accounts Bankany related documentation; (b) The Agent Lenders shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable on or prior to the AgentSecond Amendment Effective Date, all documentation and other information reasonably requested by them in writing at least three (3) Business Days prior to the Second Amendment Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (c) The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification (as defined in the Credit Agreement) in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations (as defined in the Credit Agreement)) , in each case at least three (3) Business Days prior to the Second Amendment Effective Date; (d) The representations and warranties set forth in Section 6 shall be true and correct; (e) No Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Agreement; (f) The Administrative Agent shall have received an agreementa pro forma balance sheet for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements in form and substance reasonably satisfactory to the Administrative Agent, which shall not be materially inconsistent with any financial information or projections previously delivered to the Administrative Agent; (g) Payment by the Borrower of all fees and expenses as separately agreed to among the Borrower, BMO Capital Markets Corp. and Xxxxx Fargo Securities, LLC in connection with this Agreement (including, without limitation, all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent as permitted pursuant to Section 12.3(a) of the Existing Credit Agreement (directly to such counsel if requested by the Administrative Agent)); and (h) The Administrative Agent shall have received evidence in form and substance satisfactory to it that (i) the Borrower shall have received at least $500,000,000 of gross proceeds from the issuance of senior unsecured notes of the Borrower pursuant to documentation in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, Administrative Agent and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous otherwise in compliance with the Forbearance Period requirements of Section 9.1 of the Existing Credit Agreement and (ii) a portion of such forbearance shall be proceeds, in full force and effect; (d) The Agent an amount sufficient to reduce the aggregate principal amount of the Term Loans to $400,000,000, shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous been applied (or will concurrently with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms effectiveness of this Agreement and Agreement, be applied) to prepay the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)outstanding Term Loans.

Conditions of Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective as is subject to satisfaction of the date hereof (the “Effective Date”) when, and only whenfollowing conditions precedent: (a) The Agent Administrative Agent’s receipt of the following, each of which shall have received counterparts be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, pursuant each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender (except those Lenders who have requested not to which Wachoviareceive a Note); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as agentthe Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other lenders party thereto have agreed Loan Documents to continue which such Loan Party is a party; (iv) the Organizational Documents of each Loan Party and such documents and certifications as the Administrative Agent may reasonably require to forbear from exercising their rights against Pacific Ethanol Inc. evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (“PEI”v) and Kinergy Marketinga favorable opinion of Xxxxxx & Xxxxxxx LLP, LLC (“Kinergy”) pursuant counsel to the terms Loan Parties, and a favorable written opinion of their financing arrangements with PEI the Borrower’s Maryland counsel that is reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and Kinergy co-terminous each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the Forbearance Period execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such forbearance consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All certificate signed by a Responsible Officer of the representations Borrower certifying (A) that the conditions specified in Sections 4.02(a) and warranties (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Borrowers contained Audited Financial Statements that has had or could be reasonably expected to have, either individually or in this Agreement shall be true the aggregate, a Material Adverse Effect; (C) that there is no litigation as described in Section 5.06, (D) that each representation and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, warranty set forth in which case such representations and warranties shall be Article V is true and correct as of such earlier datethe Closing Date; (E) the current Debt Ratings of the Borrower; (F) the Borrower Initial Capitalization Rate; and (G) a calculation of the Consolidated Tangible Net Worth as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a Compliance Certificate calculated as of the September 30, 2005 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Closing Date); (ix) a certified copy of the CRI Agreement and a RCA Index Report dated as of the Closing Date including the RCA Initial Capitalization Rate; (x) a letter from the agent bank under the Existing Agreement providing information regarding the payment in full of amounts outstanding under the Existing Agreement and providing for the termination thereof and the release of any and all Liens securing any obligations owing thereunder; and (fxi) The Agent such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have received payment in full been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of all fees and expenses due and payable in accordance with the terms Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of this Agreement Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Credit Agreement (including reasonable and documented legal fees and expenses of the Administrative Agent’s counsel and other advisors). (d) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof when the following conditions shall have been satisfied or waived (such date, the “Third Amendment Effective Date”) when, and only when:): (a) The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent shall and each of the Refinancing Revolving Credit Lenders; (ii) an executed written consent directing the Administrative Agent to execute this Agreement on its behalf in the form of Exhibit A hereto (each, a “Lender Consent”) from all of the Term B-2 Lenders; (iii) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have received counterparts not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same and (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement duly executed and delivered by any related documentation; (iv) certificates as of a recent date of the Borrowers good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (v) an opinion from Xxxxxxxxx Xxxxxxx XXX, Xxx Xxxx counsel to the Credit Parties, in form and substance reasonably satisfactory to the Accounts Bank;Administrative Agent and in-house counsel for any Credit Party organized in the State of Michigan; and (vi) (A) a Notice of Borrowing with respect to the Term B-2 Loans, and (B) a Notice of Prepayment with respect to the prepayment of the Term B-1 Loans required to be made pursuant to Section 4.4(b) of the Credit Agreement. (b) The Agent Lenders shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable on or prior to the AgentThird Amendment Effective Date, all documentation and other information reasonably requested by them in writing at least three (3) Business Days prior to the Third Amendment Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (c) The Agent Borrower shall have received delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an agreementexpress exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in form and substance satisfactory each case at least three (3) Business Days prior to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effectThird Amendment Effective Date; (d) The Agent shall have received an agreement, representations and warranties set forth in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance Section 7 shall be in full force true and effectcorrect; (e) All No Default or Event of the representations Default shall have occurred and warranties of the Borrowers contained in be continuing immediately prior to or after giving effect to this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); andAgreement; (f) The Administrative Agent shall have received payment a pro forma balance sheet for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements in full form and substance reasonably satisfactory to the Administrative Agent, which shall not be materially inconsistent with any financial information or projections previously delivered to the Administrative Agent; (g) Payment by the Borrower of (i) all fees and expenses due as separately agreed to among the Borrower, BMO Capital Markets Corp. and payable Xxxxx Fargo Securities, LLC in accordance connection with the terms of this Agreement (including, without limitation, all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent as permitted pursuant to Section 12.3(a) of the Existing Credit Agreement (including reasonable directly to such counsel if requested by the Administrative Agent)) and documented legal (ii) all accrued interest and fees and expenses in respect of the Agent’s counsel and other advisors)Term B-1 Loans outstanding immediately prior to the effectiveness of this Agreement.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as The amendment and restatement of the date hereof (Existing Agreement and the “Effective Date”) when, and only wheneffectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Agent Administrative Agent's receipt of the following, each of which shall have received counterparts be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of this Agreement duly executed the signing Loan Party, each dated the Amendment Closing Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Closing Date) and delivered by the Borrowers and the Accounts Bank; (b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent; (c) The Agent shall have received an agreement, each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, pursuant each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to which Wachovia, act as agent, a Responsible Officer in connection with this Agreement and the other lenders party thereto have agreed Loan Documents to continue which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to forbear from exercising their rights against Pacific Ethanol Inc. evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (“PEI”v) and Kinergy Marketinga favorable opinion of Xxxxxx & Xxxxxxx LLP, LLC (“Kinergy”) pursuant counsel to the terms Loan Parties, and a favorable written opinion of their financing arrangements with PEI the Borrower's Maryland counsel that is reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and Kinergy co-terminous each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the Forbearance Period execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such forbearance consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (dvii) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All certificate signed by a Responsible Officer of the representations Borrower certifying (A) that the conditions specified in Sections 4.02(a) and warranties (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Borrowers contained Audited Financial Statements that has had or could be reasonably expected to have, either individually or in this Agreement shall be true the aggregate, a Material Adverse Effect; (C) that there is no litigation as described in Section 5.06, (D) that each representation and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, warranty set forth in which case such representations and warranties shall be Article V is true and correct as of such earlier date)the Amendment Closing Date; (E) the current Debt Ratings of the Borrower; (F) that the Borrower is in compliance with each of its financial covenants set forth in Sections 7.11 and 7.12 as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Amendment Closing Date; and (G) a calculation of the Consolidated Tangible Net Worth as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Amendment Closing Date; (viii) proforma financial statements (including balance sheets, income statements and cash flow statements) and covenant compliance projections covering a three-year period from the date of the Amendment Closing Date, shown on a quarterly basis for the first year and annually thereafter; and (fix) The Agent such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Amendment Closing Date shall have received payment in been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Amendment Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) Evidence that the full principal amount of and all accrued interest and fees and expenses due and payable in accordance under the Existing Agreement will be paid with the terms of initial Credit Extension under this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors)Agreement.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof (the “Amendment No. 3 Effective Date”) when, subject to the satisfaction (in a manner satisfactory to the Agent) (or waiver by the Agent and the Required Lenders party hereto) of only whenthe following conditions precedent: (a) The the Agent (or its counsel) shall have received counterparts from (I) each Consenting Lender, (II) the Agent, and (III) the Company, an executed counterpart of this Agreement duly executed and delivered by the Borrowers and the Accounts BankAgreement; (b) The Agent the Company shall have received delivered to the Updated 13-Week Cash Flow Forecast Agent a certificate of an authorized officer of the Company, dated the Amendment No. 3 Effective Date, stating that the representations and warranties of the Company contained in Section 3 of this Agreement are correct; (c) the Company shall have delivered to the Agent an incumbency certificate and/or other certificates of an Authorized Officer of each Credit Party, dated the Amendment No. 3 Effective Date, evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as defined belowan Authorized Officer in connection with this Agreement; (d) in form the Company shall have delivered to the Agent a favorable written opinion (addressed to the Agent and substance the Lenders and dated the Amendment No. 3 Effective Date) of Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP reasonably acceptable to the Agent; (ce) The Agent at least three (3) days prior to the Amendment No. 3 Effective Date, the Company shall have received an agreementprovided the documentation and other information about the Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Lenders in form writing at least five (5) Business Days prior to the Amendment No. 3 Effective Date; (f) the Company shall have paid all fees, costs and substance satisfactory expenses due and payable to the Agent, pursuant to for itself and on behalf of the Lenders, or its counsel on the Amendment No. 3 Effective Date and (in the case of expenses) for which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. Company has received an invoice at least three (“PEI”3) and Kinergy Marketing, LLC (“Kinergy”) pursuant Business Days prior to the terms Amendment No. 3 Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of their financing arrangements with PEI accounts between the Company and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant including with respect to which Xxxxx Unitedfees, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant costs or expenses incurred prior to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Amendment No. 3 Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier dateDate); and (fg) The Agent the Company shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses paid to each Consenting Lender an amendment fee equal to 0.05% of the Agentaggregate principal amount such Consenting Xxxxxx’s counsel and other advisors)Commitment.

Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of on the date hereof (the “Effective Date”) when, subject to the satisfaction (in a manner satisfactory to the Agent) (or waiver by the Agent and the Required Lenders party hereto) of only whenthe following conditions precedent: (a) The the Agent (or its counsel) shall have received counterparts from (I) Lenders that constitute the Required Lenders as of the Effective Date, (II) the Agent, and (III) the Company, an executed counterpart of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank; Agreement; (b) The Agent the Company shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable delivered to the Agent; (c) The Agent shall have received a certificate of an agreementauthorized officer of the Company, in form and substance satisfactory to dated the AgentEffective Date, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of stating that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect; (e) All of the representations and warranties of the Borrowers Company contained in Section 2 of this Agreement are correct; (c) the Company shall be true have delivered to the Agent a favorable written opinion (addressed to the Agent and correct on the Lenders and as of dated the Effective Date Date) of Xxxxxx & Bird LLP reasonably acceptable to the Agent; (unless stated d) at least three (3) days prior to relate solely to an earlier datethe Effective Date, in which case such representations and warranties shall be true and correct as of such earlier date); and (f) The Agent the Company shall have received payment provided the documentation and other information about the Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Lenders in full of writing at least five (5) Business Days prior to the Effective Date; and (e) the Company shall have paid all fees fees, costs and expenses due and payable to the Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in accordance with the terms case of this Agreement expenses) for which the Company has received an invoice at least three (3) Business Days prior to the Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Company and the Credit Agreement (Agent, including reasonable and documented legal fees and with respect to fees, costs or expenses of incurred prior to the Agent’s counsel and other advisorsEffective Date).