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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/20 Pacific Ethanol, Inc. S-1 134:20M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.45M
2: EX-5.1 Opinion of Troutman Sanders LLP HTML 40K
3: EX-10.49 Amendment No. 1 to Credit Agreement and Waiver HTML 112K
Dated December 20, 2019 Among Illinois Corn
Processing, LLC, Compeer Financial, Pca and
Cobank, Acb
4: EX-10.50 Amendment No. 7 to Credit Agreement and Waiver HTML 120K
Dated December 20, 2019 Among Pacific Ethanol
Pekin, LLC, Compeer Financial, Pca and Cobank, Acb
5: EX-10.51 First Amendment to Security Agreement Dated HTML 51K
December 20, 2019 by and Between Illinois Corn
Processing, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
6: EX-10.52 First Amendment to Security Agreement Dated HTML 52K
December 20, 2019 by and Between Pacific Ethanol
Central, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
7: EX-10.53 Second Amendment to Security Agreement Dated HTML 47K
December 20, 2019 by and Between Pacific Ethanol
Pekin, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
8: EX-10.54 Guaranty by Illinois Corn Processing, LLC Dated HTML 64K
December 20, 2019 in Favor of Compeer Financial,
Pca and Cobank, Acb
9: EX-10.55 Amended and Restated Guaranty and Contribution HTML 72K
Agreement Dated December 20, 2019 by Pacific
Ethanol Central, LLC for the Benefit of Compeer
Financial, Pca and Cobank, Acb
10: EX-10.56 Guaranty by Pacific Ethanol Pekin, LLC Dated HTML 65K
December 20, 2019 in Favor of Compeer Financial,
Pca and Cobank, Acb
11: EX-10.57 Pledge Agreement Dated December 20, 2019 by and HTML 87K
Among Pacific Ethanol Central, LLC, Pacific
Ethanol Pekin, LLC and Cobank, Acb
12: EX-10.58 Pledge Agreement Dated December 20, 2019 by and HTML 85K
Among Pacific Ethanol Central, LLC, Illinois Corn
Processing, LLC and Cobank, Acb
13: EX-10.59 First Amendment to Pledge Agreement Dated December HTML 50K
20, 2019 by and Among Pacific Ethanol Central,
LLC, Pacific Aurora, LLC and Cobank, Acb
14: EX-10.60 Amendment to Illinois Future Advance Real Estate HTML 56K
Mortgage Dated December 20, 2019 by and Between
Illinois Corn Processing, LLC and Compeer
Financial, Pca
15: EX-10.61 Third Amendment to Illinois Future Advance Real HTML 57K
Estate Mortgage Dated December 20, 2019 by and
Between Pacific Ethanol Pekin, LLC and Compeer
Financial, Pca
16: EX-10.62 Amended and Restated Term Note Dated December 20, HTML 54K
2019 by Illinois Corn Processing, LLC in Favor of
Compeer Financial, Pca
17: EX-10.63 Amended and Restated Revolving Term Note Dated HTML 56K
December 20, 2019 by Illinois Corn Processing, LLC
in Favor of Compeer Financial, Pca
18: EX-10.64 Third Amended and Restated Revolving Term Note HTML 55K
Dated December 20, 2019 by Pacific Ethanol Pekin,
LLC in Favor of Compeer Financial, Pca
19: EX-10.65 Fourth Amended and Restated Term Note Dated HTML 50K
December 20, 2019 by Pacific Ethanol Pekin, LLC in
Favor of Compeer Financial, Pca
20: EX-23.2 Consent of Independent Registered Public HTML 33K
Accounting Firm
115: R1 Document and Entity Information HTML 52K
77: R2 Consolidated Balance Sheets HTML 163K
37: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
100: R4 Consolidated Statements of Operations HTML 100K
113: R5 Consolidated Statements of Comprehensive Income HTML 55K
(Loss)
75: R6 Consolidated Statements of Cash Flows HTML 176K
35: R7 Consolidated Statements of Stockholders' Equity HTML 125K
104: R8 Organization and Basis of Presentation. HTML 138K
111: R9 Pacific Ethanol Plants. HTML 72K
48: R10 Inventories. HTML 41K
62: R11 Intercompany Agreements. HTML 48K
132: R12 Segments. HTML 103K
93: R13 Property and Equipment. HTML 48K
49: R14 Intangible Asset. HTML 38K
64: R15 Derivatives. HTML 81K
134: R16 Leases. HTML 46K
95: R17 Debt. HTML 84K
47: R18 Pension and Retirement Benefit Plans. HTML 98K
66: R19 Income Taxes. HTML 77K
108: R20 Preferred Stock. HTML 52K
97: R21 Common Stock and Warrants. HTML 49K
27: R22 Stock-Based Compensation. HTML 64K
69: R23 Commitments and Contingencies. HTML 66K
109: R24 Fair Value Measurements. HTML 99K
98: R25 Earnings Per Share. HTML 69K
28: R26 Parent Company Financials. HTML 129K
70: R27 Quarterly Financial Data (Unaudited) HTML 56K
110: R28 Organization and Basis of Presentation. (Policies) HTML 234K
96: R29 Organization and Significant Accounting Policies. HTML 73K
(Tables)
90: R30 Pacific Ethanol Plants. (Tables) HTML 54K
130: R31 Inventories. (Tables) HTML 44K
68: R32 Segments. (Tables) HTML 104K
52: R33 Property and Equipment. (Tables) HTML 46K
89: R34 Derivatives. (Tables) HTML 73K
129: R35 Leases. (Tables) HTML 40K
67: R36 Debt. (Tables) HTML 64K
51: R37 Pension Plans. (Tables) HTML 133K
91: R38 Income Taxes. (Tables) HTML 112K
128: R39 Common Stock and Warrants. (Tables) HTML 45K
106: R40 Stock Based Compensation. (Tables) HTML 67K
120: R41 Commitments and Contingencies. (Tables) HTML 42K
72: R42 Fair Value Measurements. (Tables) HTML 90K
30: R43 Earnings Per Share. (Tables) HTML 71K
105: R44 Parent Company Financials. (Tables) HTML 152K
119: R45 Quarterly Financial Data. (Tables) HTML 56K
71: R46 Organization and Basis of Presentation. (Details) HTML 41K
29: R47 Organization and Basis of Presentation. (Details HTML 45K
1)
107: R48 Organization and Basis of Presentation. (Details HTML 52K
2)
118: R49 Organization and Basis of Presentation. (Details HTML 43K
3)
125: R50 Organization and Basis of Presentation. (Details HTML 86K
4)
87: R51 Organization and Basis of Presentation. (Details HTML 108K
Narrative)
39: R52 Pacific Ethanol Plants. (Details) HTML 83K
54: R53 Pacific Ethanol Plants. (Details 1) HTML 45K
126: R54 Pacific Ethanol Plants. (Details Narrative) HTML 83K
88: R55 Inventories. (Details) HTML 52K
40: R56 Inventories. (Details Narrative) HTML 37K
55: R57 Intercompany Agreements. (Details Narrative) HTML 70K
127: R58 Segments. (Details) HTML 93K
86: R59 Segments. (Details 1) HTML 42K
34: R60 Segments. (Details Narrative) HTML 40K
74: R61 Property and Equipment. (Details) HTML 51K
114: R62 Property and Equipment. (Details Narrative) HTML 39K
101: R63 Intangible Asset. (Details Narrative) HTML 39K
36: R64 Derivatives. (Details) HTML 42K
76: R65 Derivatives. (Details 1) HTML 46K
116: R66 Derivatives. (Details Narrative) HTML 38K
102: R67 Leases. (Details) HTML 61K
32: R68 Leases. (Details Narrative) HTML 52K
80: R69 Debt. (Details) HTML 76K
60: R70 Debt. (Details 1) HTML 54K
43: R71 Debt. (Details Narrative) HTML 229K
83: R72 Pension Plans. (Details) HTML 88K
123: R73 Pension Plans. (Details 1) HTML 49K
59: R74 Pension Plans. (Details 2) HTML 52K
42: R75 Pension Plans. (Details 3) HTML 66K
82: R76 Pension Plans. (Details 4) HTML 49K
122: R77 Pension Plans. (Details Narrative) HTML 46K
56: R78 Income Taxes. (Details) HTML 46K
45: R79 Income Taxes. (Details 1) HTML 68K
61: R80 Income Taxes. (Details 2) HTML 83K
44: R81 Income Taxes. (Details 3) HTML 49K
85: R82 Income Taxes. (Details 4) HTML 49K
124: R83 Income Taxes. (Details 5) HTML 58K
58: R84 Income Taxes. (Details Narrative) HTML 66K
41: R85 Preferred Stock. (Details Narrative) HTML 55K
81: R86 Common Stock and Warrants. (Details) HTML 64K
121: R87 Common Stock and Warrants. (Details Narrative) HTML 48K
57: R88 Stock-Based Compensation. (Details) HTML 54K
46: R89 Stock-Based Compensation. (Details 1) HTML 51K
33: R90 Stock-Based Compensation. (Details 2) HTML 61K
73: R91 Stock-Based Compensation. (Details 3) HTML 40K
112: R92 Stock-Based Compensation. (Details Narrative) HTML 52K
99: R93 Commitments and Contingencies. (Details) HTML 81K
38: R94 Commitments and Contingencies. (Details Narrative) HTML 102K
78: R95 Pension and Retirement Benefit Plans. (Details) HTML 47K
117: R96 Pension and Retirement Benefit Plans. (Details 1) HTML 47K
103: R97 Pension and Retirement Benefit Plans. (Details HTML 44K
Narrative)
31: R98 Fair Value Measurements. (Details) HTML 102K
79: R99 Earnings Per Share. (Details) HTML 62K
133: R100 Earnings Per Share. (Details Narrative) HTML 38K
94: R101 Parent Company Financials. (Details) HTML 143K
50: R102 Parent Company Financials. (Details 1) HTML 86K
65: R103 Parent Company Financials. (Details 2) HTML 152K
131: R104 Parent Company Financials. (Details Narrative) HTML 38K
92: R105 Quarterly Financial Data (Unaudited) (Details) HTML 60K
84: XML IDEA XML File -- Filing Summary XML 230K
53: EXCEL IDEA Workbook of Financial Reports XLSX 150K
21: EX-101.INS XBRL Instance -- peix-20190930 XML 3.92M
23: EX-101.CAL XBRL Calculations -- peix-20190930_cal XML 292K
24: EX-101.DEF XBRL Definitions -- peix-20190930_def XML 1.20M
25: EX-101.LAB XBRL Labels -- peix-20190930_lab XML 1.75M
26: EX-101.PRE XBRL Presentations -- peix-20190930_pre XML 1.50M
22: EX-101.SCH XBRL Schema -- peix-20190930 XSD 289K
63: ZIP XBRL Zipped Folder -- 0001213900-20-001457-xbrl Zip 283K
Exhibit 10.51
FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment to Security Agreement (this “Amendment”) is made as of December 20, 2019 by and among ILLINOIS CORN PROCESSING, LLC, a limited liability company organized under the laws of Delaware (the “Debtor”), and COBANK, ACB, a federally-chartered instrumentality of the United States, as Agent for the benefit of the Lenders under the ICP Credit Agreement (defined below) (together with its successors and assigns, the “Secured Party”).
WHEREAS, the Debtor, COMPEER FINANCIAL, PCA, a federally-chartered instrumentality of the United States, as a Lender (“Lender”), and the Secured Party, as Cash Management Provider and Agent, are parties to a Credit Agreement dated as of September 15, 2017, as amended from time to time, including by that certain Amendment No. 1 to Credit Agreement and Waiver (the “ICP Amendment”) of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “ICP Credit Agreement”).
WHEREAS, the Debtor executed and delivered to the Secured Party a Security Agreement dated as of September 15, 2017 (the “Security Agreement”) to secure, among other things, the Debtor’s obligations under the ICP Credit Agreement. Capitalized terms not defined in this Amendment shall have the respective meanings ascribed to them by the Security Agreement.
WHEREAS, PACIFIC ETHANOL PEKIN, LLC, a limited liability company organized under the laws of Delaware and an affiliate of the Debtor (“PEP”), COMPEER FINANCIAL, PCA, a federally-chartered instrumentality of the United States, successor by merger to 1st Farm Credit Services, PCA, as a Lender, and the Secured Party, as Cash Management Provider and Agent, are parties to a Credit Agreement dated as of December 15, 2016, as amended from time to time, including by that certain Amendment No. 7 to Credit Agreement and Waiver of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “PEP Credit Agreement”).
WHEREAS, in connection with the ICP Amendment and the PEP Credit Agreement, the Debtor executed a Guaranty of even date herewith (“PEP Guaranty”) in favor of the Lending Parties, guarantying, among other things, PEP’s obligations under the PEP Credit Agreement.
WHEREAS, in connection with the execution of the ICP Amendment, the Debtor and PEP have agreed to amend certain provisions of the Security Agreement to provide, among other things, that the Security Agreement secures the Debtor’s obligations under the PEP Guaranty.
NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to the Debtor and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Acknowledgments and Agreements. The Debtor hereby acknowledges and agrees as follows:
(a) Recitals. The Recitals to this Amendment are true and correct, and are hereby incorporated into and made a part of this Amendment and the Security Agreement.
(b) Defined Terms. Unless otherwise defined in this Amendment, all capitalized terms used herein as defined terms shall have the meanings given to them in the Security Agreement.
C:
Section 2. Amendments to the Security Agreement.
(a) Section 2 of the Security Agreement is hereby amended by deleting Section 2 of the Security Agreement in its entirety and substituting the following in its place:
“2. THE OBLIGATIONS. The security interest granted hereunder shall secure (i) the payment and performance of all Obligations (as that term is defined in the Credit Agreement) and (ii) all Obligations (as that term is defined in the PEP Guaranty dated as of December 20, 2019, executed by the Debtor in favor of the Lending Parties, as amended, restated or modified from time to time, which guaranties, among other things, PEP’s obligations under the PEP Credit Agreement), and (iii) all obligations of the Debtor to the Lending Parties of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including without limitation all loans, advance and other extensions of credit by any of the Secured Party, the Lender, or the Cash Management Provider to the Debtor and all covenants, agreements, and provisions contained in all loan and other agreements between the Debtor, on the one hand, and any of the Secured Party, the Lender, or the Cash Management Provider, on the other hand (the “Obligations”); provided that, upon payment in full of the Guaranteed Amount (as defined in the PEP Guaranty), clause (ii) above shall be automatically deleted and thereafter the defined term “Obligations” as set forth herein shall mean as defined in clauses (i) and (iii) above.”
(b) Section 3 of the Security Agreement is hereby amended by adding new paragraphs O and P as follows:
“O. Deposit Accounts. All of the Debtor’s deposit accounts are listed on Schedule C attached hereto and made a part hereof. Each of the deposit accounts listed on Schedule C shall be deemed to be a “deposit account” referenced in the definition of “Collateral” contained in Section 1 of this Security Agreement and shall be subject in all respects to the security interest granted by the Debtor to the Secured Party pursuant to this Security Agreement. Upon establishing a deposit account that is not listed on Schedule C (to the extent that establishing such deposit account is otherwise permitted hereunder and under any other Loan Document), the Debtor shall promptly give notice to the Secured Party that such deposit account has been established and shall immediately execute or otherwise authenticate a supplement to Schedule C that includes such deposit account and take all action necessary to give the Secured Party “control” (as such term is defined in the UCC) over such deposit account, including causing the applicable bank or financial institution to enter into a control agreement (in form and substance acceptable to the Secured Party) with the Secured Party for such deposit account.
P. Commercial Tort Claims. All of the Debtor’s commercial tort claims are listed on Schedule D attached hereto and made a part hereof. Each of the commercial tort claims listed on Schedule D shall be deemed to be a “commercial tort claim” referenced in the definition of “Collateral” contained in Section 1 of this Security Agreement and shall be subject in all respects to the security interest granted by the Debtor to the Secured Party pursuant to this Security Agreement. Upon the Debtor commencing (or otherwise becoming aware of the existence of) a commercial tort claim that is not expressly identified on Schedule D, the Debtor shall promptly give notice to the Secured Party of such commercial tort claim and shall immediately execute or otherwise authenticate a supplement to Schedule D that expressly identifies such commercial tort claim and take all other action necessary to subject such commercial tort claim to the first priority security interest created under this Security Agreement.”
C:
C: 2
(c) Section 4 of the Security Agreement is hereby amended by adding (immediately after paragraph D) a new paragraph E as follows:
“E. Appointment of Receiver. Upon and during the existence of an Event of Default, the Secured Party shall be entitled to apply for the appointment of a receiver of any or all of the Collateral, and of all rents, incomes, profits, issues and revenues thereof, and the Debtor hereby consent to such appointment and agrees that the receiver may serve without bond if permitted by law. The Debtor expressly waives notice of and the right to object to the appointment of a receiver and agrees that such appointment shall be made as a matter of absolute right of the Secured Party and without reference to the adequacy or inadequacy of the value of the Collateral or to the Debtor’s solvency.”
Section 3. Representations and Warranties. The Debtor hereby represents and warrants to the Secured Party as follows:
(a) The Debtor has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment. This Amendment has been duly and validly executed and delivered to the Secured Party by the Debtor, and this Amendment and the Security Agreement as amended hereby and the other Loan Documents constitute the Debtor’s legal, valid and binding obligations enforceable in accordance with their respective terms.
(b) The execution, delivery and performance by the Debtor of this Amendment, and the performance of the Security Agreement as amended hereby, have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization, consent or approval by any Governmental Authority, (ii) violate the Debtor’s Organizational Documents or any provision of any law, rule, regulation or order presently in effect having applicability to the Debtor, (iii) result in a breach of or constitute a default under any indenture or agreement to which the Debtor is a party or by which the Debtor or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Debtor (other than as required under the Loan Documents in favor of the Secured Party).
Section 4. Miscellaneous. This Amendment is a Loan Document. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado (other than its conflicts of laws rules). This Amendment, together with the Security Agreement amended hereby and the other Loan Documents, comprise the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to such subject matter, superseding all prior oral or written understandings. In the event of any conflict between this Amendment and the ICP Amendment, the ICP Amendment shall control. This Amendment is subject to the provisions of the ICP Credit Agreement relating to submission to jurisdiction, venue, service of process and waiver of right to trial by jury, the provisions which are by this reference incorporated herein in full. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by e-mail transmission of a PDF or similar copy shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart signature page by facsimile or by e-mail transmission shall also deliver an original executed counterpart, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment. The Debtor hereby authorizes the Secured Party to amend any previously filed UCC-1 financing statements to reflect the changes to the grant of security interest made effective by this Amendment.
[Signature pages follow]
C:
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
| ILLINOIS CORN PROCESSING, LLC, as the Debtor | ||
| By: | /s/ Bryon T. McGregor | |
| Name: | Bryon T. McGregor | |
| Title: | Chief Financial Officer | |
Signature Page to First Amendment to Security Agreement
C:
| COBANK, ACB, as the Secured Party | ||
| By: | /s/ Janet Downs | |
| Name: | Janet Downs | |
| Title: | Sr. Officer | |
Signature Page to First Amendment to Security Agreement
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/21/20 | |||
| 12/20/19 | 8-K | |||
| 9/15/17 | 8-K | |||
| 12/15/16 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/21 Alto Ingredients, Inc. 10-K 12/31/20 107:9.1M EdgarAgents LLC/FA 1/28/20 SEC UPLOAD¶ 3/05/20 2:39K Alto Ingredients, Inc. |