IRREVOCABLE JOINT INSTRUCTION LETTER November 7, 2008
EXHIBIT
10.6
November
7, 2008
Pacific
Ethanol California, Inc.
000
Xxxxxxx Xxxx, Xxxxx 0000
Sacramento,
California 95814
Ladies
and Gentlemen:
Pacific
Ethanol Imperial, LLC, a Delaware limited liability company (“PE Imperial”),
Pacific Ethanol, Inc., a Delaware corporation (the “Company”), you, and
Xxxxx United, LLC, a Delaware limited liability company (“Lender”) have entered
into a Loan Restructuring Agreement dated as of November 7, 2008 (the “Agreement”) which
contemplates the execution and delivery of this Irrevocable Joint Instruction
Letter.
Until
such time as Xxxxxx has informed you in writing that the New Note (as defined in
the Agreement) has been repaid in full, you are hereby irrevocably authorized
and instructed to immediately remit directly to Lender all future cash
distributions received on account of your ownership interest in (i) PE Imperial,
and (ii) Front Range Energy, LLC, a Colorado limited liability company. All such
amounts remitted, despite being made directly by you to Lender, shall
nevertheless be considered a distribution to the Company and a payment by the
Company to Lender under the New Note. By its execution hereof, Xxxxxx
xxxxxx agrees to promptly inform you in writing at such time as the New Note has
been repaid in full.
Lender is
a beneficiary hereof, and no amendment or modification to the authorization and
instructions set forth herein may be made without Xxxxxx’s written
consent.
Very
truly yours,
By:/s/ XXXX X.
XXXXXXX
Xxxx X.
Xxxxxxx, CEO
XXXXX
UNITED, LLC
By:/s/ XXXX
XXXXX
Xxxx
Xxxxx, Vice President
By its
execution hereof, Pacific Ethanol California, Inc. hereby represents and
warrants that it is authorized to enter into and execute this Irrevocable Joint
Instruction Letter and to perform its obligations contemplated herein and agrees
to perform all such obligations.
ACKNOWLEDGED
AND AGREED:
PACIFIC
ETHANOL CALIFORNIA, INC.
By:/s/ XXXX X.
XXXXXX
Xxxx X.
Xxxxxx, COO
