PACIFIC ETHANOL, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 9 to Credit Agreement and Waiver

On December 18, 2020, Pacific Ethanol Pekin, LLC ("PE Pekin"), an indirect wholly-owned subsidiary of Pacific Ethanol, Inc. (the "Company'), entered into Amendment No. 9 to Credit Agreement and Waiver ("Amendment No. 9") dated December 18, 2020 by and among PE Pekin, Compeer Financial, PCA, a federally-chartered instrumentality of the United States ("Compeer"), successor by merger to 1st Farm Credit Services, PCA, and CoBank, ACB, a federally-chartered instrumentality of the United States ("CoBank"), further amending that certain Credit Agreement (as amended, the "Pekin Credit Agreement") dated December 15, 2016 by and among PE Pekin, 1st Farm Credit Services, PCA and CoBank.

Under Amendment No. 9, Compeer and CoBank agreed to waive certain covenant defaults under the Pekin Credit Agreement, including the covenant requiring PE Pekin, collectively with Illinois Corn Processing, LLC ("ICP"), an indirect wholly-owned subsidiary of the Company, to pay an aggregate of $40.0 million (the "Paydown Amount") to the lenders under the Pekin Credit Agreement (the "Pekin Lenders") and the lenders under that certain Credit Agreement (the "ICP Lenders") dated September 15, 2017 by and among ICP, Compeer and CoBank (as amended, the "ICP Credit Agreement") on or before September 30, 2020. The parties also agreed to amend the Pekin Credit Agreement to provide that, notwithstanding the requirement that the Pekin Lenders and ICP Lenders receive the Paydown Amount, upon receipt by CoBank for the benefit of the Pekin Lenders and ICP Lenders of an aggregate amount of $24.9 million on or prior to December 21, 2020 (the "December 2020 Paydown Amount"), the requirement that the Pekin Lenders and ICP Lenders receive the Paydown Amount shall be deemed satisfied. $19,920,000 of the December 2020 Paydown Amount shall be allocated to the Pekin Lenders, and $4,980,000 of the December 2020 Paydown Amount shall be allocated to the ICP Lenders. On December 18, 2020, PE Pekin and ICP, collectively, paid the December 2020 Paydown Amount in full. Following receipt by the Pekin Lenders and ICP Lenders of the December 2020 Paydown Amount, (i) any additional proceeds arising from any sale of any assets of Pacific Ethanol Central, LLC ("PEC"), a wholly-owned subsidiary of the Company, or certain specified litigation will be allocated 33%/34%/33% among (a) the Pekin Lenders and ICP Lenders, collectively, (b) the senior noteholders and (c) the Company, respectively; and (ii) any net cash sales proceeds of the Company's western assets shall be allocated first to the senior noteholders up to $20.0 million and then allocated 33%/34%/33% among (a) the Pekin Lenders and ICP Lenders, collectively, (b) the senior noteholders, and (c) the Company, respectively.

Amendment No. 9 also contains customary representations and warranties and other customary terms and conditions.

The description of Amendment No. 9 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 9, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

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Fourth Amended and Restated Revolving Term Note

On December 18, 2020, PE Pekin entered into a Fourth Amended and Restated Revolving Term Note in favor of Compeer (the "Fourth Amended and Restated Revolving Term Note") in the principal amount of $20,580,000 having a maturity date of February 20, 2022. The Fourth Amended and Restated Revolving Term Note also contains other customary terms and conditions.

The description of the Fourth Amended and Rested Revolving Term Note does not purport to be complete and is qualified in its entirety by reference to the Fourth Amended and Restated Revolving Term Note, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by this reference.

First Amendment to Pekin Guaranty

On December 18, 2020, PE Pekin entered into a First Amendment to Guaranty (the "First Amendment to Pekin Guaranty") dated December 18, 2020 in favor of Compeer and CoBank amending that certain Guaranty (the "Original Pekin Guaranty") dated December 20, 2019 in favor of Compeer and CoBank. The First Amendment to Pekin Guaranty amends the Original Pekin Guaranty by amending the term "Guaranteed Amount" to mean the Obligations (as defined in the Pekin Credit Agreement) instead of the Paydown Amount.

The First Amendment to Pekin Guaranty also contains customary representations and warranties and other customary terms and conditions.

The description of the First Amendment to Pekin Guaranty does not purport to be complete and is qualified in its entirety by reference to the First Amendment to Pekin Guaranty, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by this reference.

Pekin Intercompany Note

On December 18, 2020, PE Pekin entered into an Intercompany Revolving Demand Note in favor of ICP (the "Pekin Intercompany Note") under which PE Pekin agreed to pay to ICP, on demand, the aggregate unpaid principal amount of all loans made by PE Pekin to ICP. The Pekin Intercompany Note accrues interest at such rate per annum as shall be agreed upon from time to time by PE Pekin and ICP. The Pekin Intercompany Note also contains other customary terms and conditions.

The description of the Pekin Intercompany Note does not purport to be complete and is qualified in its entirety by reference to the Pekin Intercompany Note, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by this reference.

Amendment No. 3 to Credit Agreement and Waiver

On December 18, 2020, ICP entered into Amendment No. 3 to Credit Agreement and Waiver ("Amendment No. 3") dated December 18, 2020 by and among ICP, Compeer and CoBank, further amending the ICP Credit Agreement.

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Under Amendment No. 3, Compeer and CoBank agreed to waive certain covenant defaults under the ICP Credit Agreement, including the covenant requiring ICP, collectively with PE Pekin, to pay the Paydown Amount to the Pekin Lenders and the ICP Lenders on or before September 30, 2020. The parties also agreed to amend the ICP Credit Agreement to provide that, notwithstanding the requirement that the Pekin Lenders and ICP Lenders receive the Paydown Amount, upon receipt by CoBank for the benefit of the Pekin Lenders and ICP Lenders of the December 2020 Paydown Amount, the requirement that the Pekin Lenders and ICP Lenders receive the Paydown Amount shall be deemed satisfied. $19,920,000 of the December 2020 Paydown Amount shall be allocated to the Pekin Lenders, and $4,980,000 of the December 2020 Paydown Amount shall be allocated to the ICP Lenders. On December 18, 2020, PE Pekin and ICP, collectively, paid the December 2020 Paydown Amount in full. Following receipt by the Pekin Lenders and ICP Lenders of the December 2020 Paydown Amount, (i) any additional proceeds arising from any sale of any assets of PEC or certain specified litigation will be allocated 33%/34%/33% among (a) the Pekin Lenders and ICP Lenders, collectively, . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 18, 2020, PE Pekin, Compeer and CoBank entered into Amendment No. 9, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, PE Pekin entered into the Fourth Amended and Restated Revolving Term Note in favor of Compeer, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, PE Pekin entered into the First Amendment to Pekin Guaranty in favor of Compeer and CoBank, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, PE Pekin entered into the Pekin Intercompany Note in favor of ICP, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, ICP, Compeer and CoBank entered into Amendment No. 3, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, ICP entered into the Second Amended and Restated Revolving Term Note in favor of Compeer, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, ICP entered into the First Amendment to ICP Guaranty in favor of Compeer and CoBank, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, ICP entered into the ICP Intercompany Note in favor of PE Pekin, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, PEC and CoBank entered into the Second Amendment to Security Agreement, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, the Pekin Lenders and ICP Lenders entered into the First Amendment to Intercreditor Agreement, as described in Item 1.01 above and incorporated herein by this reference.

On December 18, 2020, PEC and CoBank entered into the First Amendment to Assignment, as described in Item 1.01 above and incorporated herein by this reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 21, 2020, Winston Mar resigned from his position as Chief Restructuring Officer of the Company.

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Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.



Number    Description

10.1        Amendment No. 9 to Credit Agreement and Waiver dated as of December
          18, 2020 by and among Pacific Ethanol Pekin, LLC, Compeer Financial, PCA
          and CoBank, ACB (*)

10.2        Fourth Amended and Restated Revolving Term Note dated December 18,
          2020 by Pacific Ethanol Pekin, LLC in favor of Compeer Financial, PCA
          (*)

10.3        First Amendment to Guaranty dated as of December 18, 2020 by Pacific
          Ethanol Pekin, LLC in favor of Compeer Financial, PCA and CoBank, ACB
          (*)

10.4        Intercompany Revolving Demand Note dated December 18, 2020 by Pacific
          Ethanol Pekin, LLC in favor of Illinois Corn Processing, LLC (*)

10.5        Amendment No. 3 to Credit Agreement and Waiver dated as of December
          18, 2020 by and among Illinois Corn Processing, LLC, Compeer Financial,
          PCA and CoBank, ACB (*)

10.6        Second Amended and Restated Revolving Term Note dated December 18,
          2020 by Illinois Corn Processing, LLC in favor of Compeer Financial, PCA
          (*)

10.7        First Amendment to Guaranty dated as of December 18, 2020 by Illinois
          Corn Processing, LLC in favor of Compeer Financial, PCA and CoBank, ACB
          (*)

10.8        Intercompany Revolving Demand Note dated December 18, 2020 by Illinois
          Corn Processing, LLC in favor of Pacific Ethanol Pekin, LLC (*)

10.9        Second Amendment to Security Agreement dated as of December 18, 2020
          by and between Pacific Ethanol Central, LLC and CoBank, ACB  (*)

10.10       First Amendment to Intercreditor Agreement dated as of December 18,
          2020 by and among the Pekin Lenders and the ICP Lenders named therein
          (*)

10.11       First Amendment to Assignment of Notes and Deeds of Trust dated as of
          December 18, 2020 by and between Pacific Ethanol Central, LLC and
          CoBank, ACB (*)

(*) Filed herewith. The agreement filed as an exhibit to this report contains representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.

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