EXHIBIT 10.2
7/29/04
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (the "LOAN AGREEMENT") is made this
29th day of July, 2004, by and between XXXXX DIVERSIFIED, INC., a California
corporation ("XXXXX") and PACIFIC ETHANOL, INC., a California corporation
("PEI").
R E C I T A L S
A. The parties entered into that certain Term Loan Agreement ("LOAN
AGREEMENT") dated June 16, 2003.
B. Paragraph 1.5 of the Loan Agreement granted Xxxxx the right to
purchase up to a total of $1,500,000 worth of common shares of PEI at the fixed
price of One and 50/100 Dollars ($1.50) per share up to and including March 31,
2005. The Loan Agreement provided only for purchase of the stock by conversion
of debt owing under the Loan Agreement; the parties, however, intended for Xxxxx
to have the option to purchase stock or to convert debt. The parties now desire
to enter into this clarifying amendment to ensure that Paragraph 1.5 of the Loan
Agreement reflects the intentions of the parties.
NOW, THEREFORE, the parties agree as follows:
1. CLARIFICATION OF PARAGRAPH 1.5: The parties hereby amend Paragraph 1.5 of the
Loan Agreement to state in its entirety as follows:
1.5 RIGHT TO PURCHASE COMMON STOCK OR CONVERT DEBT TO COMMON
STOCK: Lender shall have the right, at Lender's option, to purchase
common stock or to convert up to $1,500,000 of the principal owing to
common shares of Borrower. Any principal converted shall be considered
paid on the date of conversion and shall cease to accrue interest as of
that date. Lender may purchase for cash or by conversion of debt up to
a total of $1,500,000 worth of common shares at the fixed price of One
and 50/100 Dollars ($1.50) per share. Lender may purchase shares under
this right up to and including March 31, 2005. Lender shall have no
right pursuant to this Agreement to purchase common stock or convert
debt to stock ownership following that date. The expiration date for
the rights granted in this paragraph cannot be extended irrespective of
any performance, or lack of performance, of Borrower under the Loan
Documents. If Borrower intends to prepay the principal prior to March
31, 2005, Lender shall have the option to exercise its right to convert
debt to common stock (as of the date of the proposed prepayment) in
lieu of accepting the prepayment.
2. NO FURTHER AMENDMENTS: Parties do not intend any additional
amendments to the Loan Agreement. All its terms and conditions shall continue in
full force and effect unless and until they are amended according to its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be executed as of the date first above written.
LENDER: BORROWER:
XXXXX DIVERSIFIED, INC., PACIFIC ETHANOL, INC.,
a California corporation a California corporation
By: /S/ XXXXXXX X. XXXXX By: /S/ XXXX XXXXXXX
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Xxxxxxx X. Xxxxx, President Xxxx Xxxxxxx, CEO
By: /S/ XXXX XXXXX By: /S/ XXXX XXXXXX
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Xxxx Xxxxx, Vice-President Xxxx Xxxxxx Secretary/COO
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