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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. 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(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. 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Exhibit 10.63
AMENDED AND RESTATED REVOLVING TERM NOTE
$18,000,000 | Greenwood Village, Colorado |
FOR VALUE RECEIVED, ILLINOIS CORN PROCESSING, LLC, a limited liability company organized and existing under the laws of Delaware (the “Company”), hereby promises to pay to the order of COMPEER FINANCIAL, PCA (which, together with its endorsees, successors, and assigns, is referred to herein as the “Bank”), at the office of CoBank, ACB (the “Agent”) located at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 (or at such other place of payment designated by the holder hereof to the Company), the lesser of (i) the principal sum of EIGHTEEN MILLION DOLLARS ($18,000,000) as reduced from time to time pursuant to Section 1 below (as so reduced, the “Revolving Term Commitment”), or (ii) the aggregate unpaid principal balance of all loans made under the Revolving Term Commitment by the Bank to or for the benefit of the Company (each loan and any one or more portions of any loan being referred to herein as a “Loan”) pursuant to that Credit Agreement, dated as of September 15, 2017, between the Company, the Bank and the Agent (as amended, restated, modified or supplemented from time to time, the “Agreement”), in lawful money of the United States of America in immediately available funds, payable together with interest thereon, as set forth below, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company, and without set-off, counterclaim or other deduction of any nature at the earlier of September 1, 2022 (the “Revolving Term Facility Expiration Date”), or as otherwise set forth below or in the Agreement. Capitalized terms not otherwise defined in this Revolving Term Note (as amended, restated, modified, supplemented, replaced, refinanced or renewed from time to time, this “Note”) shall have the respective meanings ascribed to them by the Agreement, including Annex A thereto, and the Rules of Construction set forth in such Annex A shall apply to this Note. This Note amends and restates, but does not constitute payment of the indebtedness, evidenced by, the Revolving Term Note, dated as of September 15, 2017, by the Company to the order of the Bank.
1. Commitment Reductions. The Company shall have the right, in its sole discretion, to permanently reduce the Revolving Term Commitment by giving the Agent ten (10) days prior written notice; provided that no Event of Default or Default has occurred or would result therefrom. Any such permanent reduction by the Company shall be made in increments of $500,000.
2. Principal Payments and Prepayments. Payments and prepayments of principal shall be due and payable as set forth in the Agreement and this Note. The entire remaining indebtedness evidenced by this Note, if not sooner paid in accordance with the terms of the Agreement or this Note, shall be due and payable on the Revolving Term Facility Expiration Date. If at any time, the aggregate principal amount of Loans outstanding exceeds the Revolving Term Commitment at such time, the Company shall immediately notify the Agent and shall immediately prepay the principal amount of the outstanding Loans in an amount sufficient to eliminate such excess.
3. Purpose of Revolving Term Facility. The proceeds of the Revolving Term Facility shall be used to refinance the existing indebtedness of the Company and provide Working Capital for the Company, and the Company shall use the Loans for no other purpose.
4. Unused Commitment Fee. Accruing from the date hereof until the Revolving Term Facility Expiration Date, the Company agrees to pay to the Agent a nonrefundable commitment fee (the “Unused Commitment Fee”) equal to 0.75% per annum (computed on the basis of a year of 360 days for the actual number of days elapsed) multiplied by the average daily positive difference between the amount of (i) the Revolving Term Commitment minus (ii) the aggregate principal amount of all Loans then outstanding. All Unused Commitment Fees shall accrue to the first day of each month and be payable monthly in arrears on the 20th day of each month hereafter, commencing on October 20, 2017, and on the Revolving Term Facility Expiration Date.
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5. Interest Payments. The Company hereby further promises to pay to the order of the Agent, at the times and on the dates provided in the Agreement, interest on the unpaid principal amount of the Loans from the date hereof until the Payment in Full of all of the Loans at the rate or rates comprising the Interest Rate Option(s) (defined below), which the Company shall select in accordance with the terms hereof to apply to each Loan, it being understood that, subject to the provisions of this Note and the Agreement, the Company may select different Interest Rate Options to apply to the Loans and may convert to or renew one or more Interest Rate Options with respect to any one or more of the Loans; provided that in the event the Company shall fail to timely select an Interest Rate Option to apply to any one or more Loans, such Loans shall bear interest at the LIBOR Index Option, and provided further that if an Event of Default or Default exists and is continuing, the Company may not request, convert to, or renew the Quoted Rate Option for any Loans, and the Agent may demand that all existing Loans bearing interest under the Quoted Rate Option shall be converted immediately to the LIBOR Index Option, and the Company shall be obligated to pay the Agent any indemnity, costs, and expenses arising in connection with such conversion.
6. Interest Rate Options. The Company shall have the right to select from the following interest rate options with respect to the Loans (each, an “Interest Rate Option”): (a) upon the selection of a LIBOR Index Option, the LIBOR Index Rate with a LIBOR Index Spread of 5.00% per annum (the “LIBOR Index Spread”) or (b) upon the selection of a Quoted Rate Option, the Quoted Rate with such Quoted Rate to remain fixed for such period as is confirmed to the Company by the Agent.
7. Loans; Limitations. Under the Quoted Rate Option, a Quoted Rate may be fixed on such balance and for such period, and shall be subject to such rules and requirements as may be established by the Agent in its sole discretion in each instance, provided that: (1) the minimum fixed period hereunder shall be 365 days; (2) at no time shall more than 10 Loans to which the Quoted Rate Option applies be outstanding at any one time; and (3) amounts may be fixed in increments of $500,000 or integral multiples thereof. The Agent’s determination of the Quoted Rate shall be conclusive and binding upon the Company absent manifest error.
8. Loan Requests. Subject to the terms and conditions of this Note and the Agreement, the Company may prior to the Revolving Term Facility Expiration Date request the Bank to make Loans and the Company may from time to time prior to the Revolving Term Facility Expiration Date request the Agent to renew or convert the Interest Rate Option applicable to an existing Loan, by delivering, in accordance with the notice provisions of the Agreement, to the Agent not later than 12:00 noon (Denver time),
(a) the same Business Day as the proposed Business Day of borrowing with respect to a Loan to which the LIBOR Index Option will apply, and (b) the same Business Day as the proposed Business Day of borrowing with respect to a Loan to which the Quoted Rate Option will apply or the last day of the preceding Quoted Rate period with respect to the conversion to or renewal of the Quoted Rate Option for a Loan,
a duly completed request therefor substantially in the form of Exhibit A hereto (or a request made by CoLink or by telephone, but subject to the same deadline and containing substantially the same information, and in the case of a telephone request, immediately confirmed in writing substantially in the form of Exhibit A and delivered in accordance with the terms hereof) by physical delivery, facsimile, or electronic mail (each such request, whether telephonic or written and regardless how delivered, a “Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify the amount of the proposed Loan, the Interest Rate Option to be applicable thereto, and, if applicable, the Quoted Rate period therefor (each Quoted Rate applicable to a Loan shall remain fixed for such period as is confirmed to the Company by the Agent), which amounts shall be in integral multiples of $500,000 for each Loan under the Quoted Rate Option. All notices and requests hereunder shall be given, and all borrowings and all conversions or renewals of Interest Rate Options shall occur, only on Business Days.
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9. Incomplete Loan Requests; Consequences. If no Interest Rate Option is timely selected when a Loan is requested or with respect to the end of any applicable Quoted Rate period for a Loan or prior to a requested conversion to a Quoted Rate Option for a Loan previously subject to a different Interest Rate Option, the Company shall be deemed to have selected a LIBOR Index Option for such Loan. In no event shall the interest rate(s) applicable to principal outstanding hereunder exceed the maximum rate of interest allowed by applicable Law, as amended from time to time; any payment of interest or in the nature of interest in excess of such limitation shall be credited as a payment of principal unless the Company requests the return of such amount.
10. Miscellaneous.
(a) This Note is the Revolving Term Note referred to in, and is entitled to the benefits of, the Agreement and the other Loan Documents referred to therein. Reference is made to the Agreement for a description of the relative rights and obligations of the Company, the Bank and the Agent, including rights and obligations of prepayment, collateral securing payment hereof, Events of Default, and rights of acceleration of maturity upon the occurrence of an Event of Default.
(b) No delay on the part of the holder hereof in exercising any of its options, powers, or rights, or partial or single exercise thereof, shall constitute a waiver thereof. The options, powers, and rights specified herein of the holder hereof are in addition to those otherwise created or permitted by Law, the Agreement, and the other Loan Documents. There are no claims, set-offs, or deductions of any nature as of the date hereof that could be made or asserted by the Company against the Bank and / or the Agent or against any amount due or to become due under this Note; all such claims, set-offs, or deductions are hereby waived by the Company.
(c) Delivery of an executed signature page of this Note by telecopy or email (as a .pdf attachment thereto or otherwise) shall be as effective as delivery of a manually executed counterpart of this Note, but shall in any event be promptly followed by delivery of the original manually executed signature page (provided, however, that the failure to do so shall in no event adversely affect the rights of the Bank and / or the Agent hereunder whatsoever). THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF and intending to be legally bound hereby, the Company has executed this Note as of the date hereof by its duly Authorized Officer.
ILLINOIS CORN PROCESSING, LLC | ||
By: | /s/ Bryon T. McGregor | |
Name: | Bryon T. McGregor | |
Title: | Chief Financial Officer |
AGREED AND ACCEPTED: | ||
COBANK, ACB | ||
By: | /s/ Janet Downs | |
Name: | Janet Downs | |
Title: | Vice President |
[Amended and Restated Revolving Term Note Signature Page]
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EXHIBIT A
FORM OF REVOLVING TERM LOAN REQUEST
[__________], 20[__]
To: CoBank, ACB (the “Agent”)
From: Illinois Corn Processing, LLC (the “Company”)
Re: | Credit Agreement (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), dated as of September 15, 2017, between the Company, Compeer Financial, PCA, as Lender, and the Agent |
Pursuant to Section 2.2(a) of the Credit Agreement, the Company hereby gives notice of its desire to receive a Revolving Term Loan in accordance with the terms set forth below (all capitalized terms used herein and not defined herein shall have the meaning given them in the Credit Agreement):
(a) | The Revolving Term Loan requested pursuant to this Revolving Term Loan Request shall be made on [__________], 20[__]. |
(b) | The aggregate principal amount of the Revolving Term Loan requested hereunder is [_________] Dollars ($[___________]). |
(c) | The Revolving Term Loan requested hereunder shall initially bear interest at the [select one]: |
☐ LIBOR Index Option; or
☐ Quoted Rate Option.
ILLINOIS CORN PROCESSING, LLC | ||
By: | ||
Name: | ||
Title: |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/1/22 | ||||
Filed on: | 1/21/20 | |||
12/20/19 | 8-K | |||
10/20/17 | ||||
9/15/17 | 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. |