WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 27th, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
This WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of March 25, 2008, by and among Amarillo National Bank, as the Accounts Bank (the "Accounts Bank"), WestLB AG, New York Branch, as Administrative Agent (the "Administrative Agent"), WestLB AG, New York Branch, as Collateral Agent (the "Collateral Agent"), Pacific Ethanol Holding Co. LLC, a Delaware limited liability company ("Pacific Holding"), Pacific Ethanol Madera LLC, a Delaware limited liability company ("Madera"), Pacific Ethanol Columbia, LLC, a Delaware limited liability company ("Boardman"), Pacific Ethanol Stockton, LLC, a Delaware limited liability company ("Stockton"), and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman and Stockton, the "Borrowers"), Pacific Ethanol, Inc., a Delaware corporation (the "Sponsor"), Pacific Holding, as the Borrowers' Agent (the "Borrowers' Agent"), and the Lenders party hereto.
Pacific Ethanol, Inc. Sacramento, CA 95814 March 27, 2008Letter Agreement • March 27th, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals
This side letter agreement (the “Letter Agreement”) is provided with reference to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated March 18, 2008, by and between Pacific Ethanol, Inc., a Delaware corporation (the “Company”), and Lyles United, LLC, a Delaware limited liability company (the “Purchaser”), with reference to the Company’s Certificate of Designations, Powers, Preferences, and Rights of the Series B Cumulative Convertible Preferred Stock (the “Series B Certificate of Designations”) with respect to its Series B Cumulative Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”), and with reference to the Company’s Certificate of Designations, Powers, Preferences, and Rights of the Series A Cumulative Redeemable Convertible Preferred Stock (the “Series A Certificate of Designations”) with respect to its Series A Cumulative Redeemable Convertible Preferred Stock, $.001 par value per share (the “Series A Preferr
SERIES A PREFERRED STOCKHOLDER CONSENT AND WAIVERSecurities Purchase Agreement • March 27th, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • Washington
THIS SERIES A PREFERRED STOCKHOLDER CONSENT AND WAIVER (the “Consent and Waiver”) is entered into as of March 27, 2008 (the “Effective Date”) by and between Pacific Ethanol, Inc., a Delaware corporation (the “Company”), and Cascade Investment, L.L.C., a Washington limited liability company (the “Cascade”). Reference is hereby made to the Company’s Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Redeemable Convertible Preferred Stock (the “Series A Certificate of Designations”) with respect to the Company’s Series A Cumulative Redeemable Convertible Preferred Stock, $.001 par value per share (the “Series A Preferred Stock”), a copy of which is attached hereto as Exhibit A. All capitalized terms used but not defined herein shall have the meanings set forth in the Series A Certificate of Designations.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of March 27, 2008, is by and among Pacific Ethanol, Inc., a Delaware corporation (the “Company”), and Lyles United, LLC, a Delaware limited liability company (the “Investor”).
