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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 10.52
FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment to Security Agreement (this “Amendment”) is made as of December 20, 2019 by and among PACIFIC ETHANOL CENTRAL, LLC, a limited liability company organized under the laws of Delaware (“Grantor”), and COBANK, ACB, a federally-chartered instrumentality of the United States, as Agent (together with its successors and assigns, “Secured Party”) for the benefit of the Lenders under the PEP Credit Agreement (defined below) and ICP Credit Agreement (defined below).
WHEREAS, PACIFIC ETHANOL PEKIN, LLC, a limited liability company organized under the laws of Delaware and wholly-owned subsidiary of Grantor (“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 Secured Party, as Agent, are parties to a Credit Agreement dated as of December 15, 2016 (as amended by that certain Amendment No. 7 to Credit Agreement and Waiver dated December 20, 2019 (the “PEP Amendment No. 7”), and as amended, restated, supplemented or otherwise modified from time to time, collectively the “PEP Credit Agreement”).
WHEREAS, ILLINOIS CORN PROCESSING, LLC, a limited liability company organized under the laws of Delaware and wholly-owned subsidiary of Grantor (“ICP”), COMPEER FINANCIAL, PCA, a federally-chartered instrumentality of the United States, as a Lender, and 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” and together with the PEP Amendment No. 7, the “Credit Agreement Amendments”) of even date herewith (and as further amended, restated, supplemented or otherwise modified from time to time, the “ICP Credit Agreement” and together with the PEP Credit Agreement, the “Credit Agreements”) pursuant to which the Lender Parties have made and may make advances and extend other financial accommodations to ICP.
WHEREAS, in connection with Amendment No. 4 to PEP Credit Agreement dated as of March 20, 2019, (i) the Grantor executed a Guaranty and Contribution Agreement even dated therewith (“Original Guaranty”) in favor of the Lender and the Secured Party, and (ii) the Grantor and the Secured Party executed a Security Agreement even dated therewith to secure, among other things, Grantor’s obligations under the Original Guaranty (as amended by this Amendment, the “Security Agreement”).
WHEREAS, in connection with Amendment No. 7 to PEP Credit Agreement even dated herewith and Amendment No. 1 to ICP Credit Agreement even dated herewith, the Grantor executed an Amended and Restated Guaranty and Contribution Agreement even dated herewith (the “Amended and Restated Guaranty”) in favor of the Lender and the Secured Party to, among other things, provide for the Grantor’s guaranty of ICP’s obligations under the ICP Credit Agreement.
WHEREAS, the Grantor, PEP and ICP have requested that the Secured Party and the Lender amend certain provisions of the Security Agreement including, without limitation, to grant a security interest to the Secured Party for the benefit of the Lender in Grantor’s equity interest in ICP.
NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to Grantor 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:
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Section 1. Acknowledgments and Agreements. The Grantor 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.
Section 2. Amendments to the Security Agreement.
(a) The following definitions are hereby inserted in Section 1(a) of the Security Agreement in correct alphabetical order:
“‘Paydown Amount’ means an amount equal to $40,000,000 to be applied according to the terms of the Credit Agreement.”
“‘Pledged Equity Interests’ means any equity interest in any subsidiary of Grantor pledged by Grantor to Secured Party.”
(b) Section 2 of the Security Agreement is amended by amending and restating such section in its entirety:
“2. Grant of Security Interest. Grantor hereby grants to Secured Party a continuing security interest in all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter arising or acquired (collectively, the “Collateral”):
(a) all accounts (including health-care-insurance receivables), goods (including inventory and equipment), goods (including inventory and equipment) currently or hereafter held on consignment, documents (including, if applicable, electronic documents), fixtures, instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims described on Schedule 1 hereof as supplemented by any written notification given by Grantor to Secured Party pursuant to Section 4(e), general intangibles (including all payment intangibles), money, deposit accounts (including each of the deposit accounts listed on Schedule 2 attached hereto), and any other contract rights or rights to the payment of money; and
(b) all Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the foregoing.”
(c) Section 3 of the Security Agreement is amended by amending and restating such section in its entirety:
“3. Secured Obligations. The Collateral secures the payment and performance of (a) all indebtedness and obligations of Grantor under the Amended and Restated Guaranty dated as of December 20, 2019, executed by Grantor for the benefit of benefit of Compeer Financial, PCA, a federally-chartered instrumentality of the United States, successor by merger to 1st Farm Credit Services, PCA, and CoBank, ACB, a federally-chartered instrumentality of the United States, as amended, restated or modified from time to time (the “Amended/Restated Guaranty”), and (b) and all indebtedness and obligations of Grantor now or hereafter existing under this Agreement (collectively, “Secured Obligations”).”
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(d) Section 17 of the Security Agreement is amended by amending and restating such section in its entirety:
“17. Termination; Release. On the date on which the Paydown Amount has been paid in full as provided in the PEP Credit Agreement, the lien and security interest granted under this Agreement with respect to all of the Collateral other than Pledged Equity Interests will terminate automatically without any delivery of any instrument or performance of any act by any party, except that provisions that by their express terms survive the termination of the Loan Documents will so survive. Upon such termination, Secured Party will, at the request and expense of Grantor, (a) duly assign, transfer and deliver to or at the direction of Grantor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of Secured Party (but exclusive of the Pledged Equity Interests), together with any monies at the time held by Secured Party hereunder, and (b) execute and deliver to Grantor a proper instrument or instruments acknowledging the satisfaction and termination of Secured Party’s security interest and lien on the Collateral other than Pledged Equity Interests. Until such time as the Paydown Amount has been paid in full, the sale of any of PEC, Pekin, ICP and their respective Subsidiaries shall be subject to the consent of each of the Pekin Lenders and the ICP Lenders, in each case not to be unreasonably withheld, conditioned or delayed.”
Section 3. Representations and Warranties. Grantor hereby represents and warrants to the Secured Party as follows:
(a) Grantor 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 Grantor, and this Amendment and the Security Agreement as amended hereby and the other Loan Documents constitute the Grantor’s legal, valid and binding obligations enforceable in accordance with their respective terms.
(b) The execution, delivery and performance by the Grantor 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 Grantor’s Organizational Documents or any provision of any law, rule, regulation or order presently in effect having applicability to the Grantor, (iii) result in a breach of or constitute a default under any indenture or agreement to which the Grantor is a party or by which the Grantor 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 Grantor (other than as required under the Loan Documents in favor of the Secured Party).
(c) For the avoidance of doubt, pursuant to the original grant of security interest by Grantor in favor of Secured Party of the benefit of Lender contained in the Security Agreement, Grantor granted a security interest in all of Grantor’s equity interest in each of PEP and Pacific Aurora, LLC, a Delaware limited liability company, and sole holder of equity in Pacific Ethanol Aurora West, LLC and Pacific Ethanol Aurora East, LLC.
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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 Credit Agreement Amendments, the Credit Agreement Amendments shall control. This Amendment is subject to the provisions of the PEP Credit Agreement and the ICP Credit Agreement, respectively, 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. Grantor hereby authorizes 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]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
| PACIFIC ETHANOL CENTRAL, LLC, as a Grantor | ||
| By: | /s/ Bryon T. McGregor | |
| Name: | Bryon T. McGregor | |
| Title: | Chief Financial Officer | |
Signature Page to First Amendment to Security Agreement
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| COBANK, ACB, as 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 | |||
| 3/20/19 | ||||
| 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. |