Exhibit 99.1
April 13, 2006
Pacific Ethanol, Inc.
0000 X. Xxxx Xxx.
Xxxxxx, XX 00000
Attention: __________
Cascade Investment, L.L.C.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: ___________
VOTING LETTER AGREEMENT
Ladies and Gentlemen:
This letter agreement (this "Voting Letter Agreement") sets forth certain
agreements relating to a Registration Rights and Stockholders Agreement (the
"Registration Rights and Stockholders Agreement") dated as of April 13, 2006, by
and among Pacific Ethanol, Inc., a Delaware corporation (the "Company") and
Cascade Investment, L.L.C., a Washington limited liability company (the
"Investor"). Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Rights and Stockholders Agreement. In order
to induce the Investor to enter into the Purchase Agreement and purchase the
Shares and in consideration of the agreements set forth in this Registration
Rights and Stockholders Agreement, the undersigned, an executive officer,
director or manager of the Company or one of its Subsidiaries (the "Insider"),
agrees as follows:
1. The Insider hereby grants to the Company an irrevocable proxy,
coupled with an interest, to vote all of the Voting Securities now or hereafter
owned by such Insider or over which such Insider has voting control in favor of
the Investor Directors at any general or special meeting of stockholders of the
Company at which directors are to be elected. The Insider further agrees to take
such other actions as may be within his or her authority as an officer or
director of the Company and/or one of the Subsidiaries of the Company to carry
out the provisions of Section 10 of the Registration Rights and Stockholders
Agreement.
2. The Insider further agrees that such Insider will not vote any
Voting Securities owned by such Insider or over which such Insider has voting
control, or take any action by written consent, or take any other action as a
shareholder of the Company, to circumvent the voting arrangements required by
Section 10 of the Registration Rights and Stockholders Agreement or this Voting
Letter Agreement. The Insider hereby agrees to vote or cause to be voted or
cause such Insider's designees as directors to vote all Voting Securities owned
by such Insider or over which such Insider has voting control so as to comply
with Section 10 of the Registration Rights and Stockholders Agreement and this
Voting Letter Agreement. The provisions set forth herein constitute a voting
agreement under Section 218 of the Delaware General Corporation Law, as amended,
and, in connection therewith, the Insider expressly consents to the enforcement
of this Voting Letter Agreement by specific performance.
3. This Voting Letter Agreement shall terminate on the earlier of the
Termination Date and the date that the Insider is not an officer, director,
manager or employee of the Company or any of its Subsidiaries.
Very truly yours,
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Executive Officer and President
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