FOURTH AMENDMENT TO PROMISSORY NOTE

Exhibit 10.52

FOURTH AMENDMENT TO PROMISSORY NOTE

THIS FOURTH AMENDMENT TO PROMISSORY NOTE, is entered into as of February 7, 2013, by PACIFIC ETHANOL, INC., a Delaware corporation (“Borrower”) and XXXX X. XXXXXXX or his assigns (“Lender”).

RECITALS

A. Borrower and Lender entered into that certain Promissory Note dated as of March 30, 2009 in the principal sum of $1,000,000 (the “Note”).

B. Borrower and Lender entered into that certain First Amendment to Promissory Note dated as of March 29, 2010 (the “First Amendment”), which extended the Maturity Date to January 5, 2011.

C. Borrower and Lender entered into that certain Second Amendment to Promissory Note dated as of November 5, 2010 (the “Second Amendment”), which extended the Maturity Date to March 31, 2012.

D. Borrower and Lender entered into that certain Third Amendment to Promissory Note dated as of March 7, 2012 (the “Third Amendment”), which extended the Maturity Date to March 31, 2013.

E. The current principal balance of the Note is $750,000, and interest is being paid on a current basis each month.

F. Borrower and Lender desire to extend the Maturity Date to March 31, 2014.

NOW THEREFORE, inconsideration of the foregoing premises, the mutual promises herein and other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Principal and Interest Payments. Paragraph 2 of the Note is hereby amended to read in its entirety as follows:

“Simple interest on the unpaid principal amount hereof shall accrue at a rate per annum equal to eight percent (8.0%), calculated on a 365-day basis and shall be paid monthly in arrears. All principal and accrued and unpaid interest then owing under this Note shall be due and payable on March 31, 2014 (the “Maturity Date”) unless the obligations hereunder are earlier accelerated or satisfied in accordance with the provisions of this Note. All payments by Borrower hereunder shall first apply to accrued and unpaid interest and then to the remaining principal balance under this Note.”

2. Effect of Amendment. Except as expressly set forth in this Fourth Amendment to Promissory Note, all of the terms and provisions of the Note shall remain in full force and effect. The Note, together with the First Amendment, the Second Amendment, the Third Amendment and the amendment set forth herein, shall be read and construed as a single agreement.

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Borrower and Lender have executed and delivered this Fourth Amendment to Promissory Note as of the day and year first set forth above.

	PACIFIC ETHANOL, INC. a Delaware corporation
	By:	/s/ Xxxxx X. XxXxxxxx
		Name: Xxxxx X. XxXxxxxx
		Title: Chief Financial Officer
	By:	/s/ XXXX X. XXXXXXX
		Name: Xxxx X. Xxxxxxx
		Title: President, Chief Executive Officer (principal executive officer) and Director

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