|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/18 Pacific Ethanol, Inc. 10-K 12/31/17 105:10M S2 Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 946K
3: EX-10.31 Material Contract HTML 47K
2: EX-10.5 Material Contract HTML 56K
4: EX-21.1 Subsidiaries List HTML 29K
5: EX-23.1 Consent of Experts or Counsel HTML 25K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
15: R1 Document and Entity Information HTML 55K
16: R2 Consolidated Balance Sheets HTML 139K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
18: R4 Consolidated Statements of Operations HTML 78K
19: R5 Consolidated Statements of Comprehensive Income HTML 41K
(Loss)
20: R6 Consolidated Statements of Stockholders Equity HTML 76K
21: R7 Consolidated Statements of Cash Flows HTML 141K
22: R8 Organization and Significant Accounting Policies. HTML 133K
23: R9 Pacific Ethanol Plants. HTML 88K
24: R10 Intercompany Agreements. HTML 39K
25: R11 Segments. HTML 89K
26: R12 Property and Equipment. HTML 38K
27: R13 Intangible Assets. HTML 31K
28: R14 Derivatives. HTML 66K
29: R15 Debt. HTML 75K
30: R16 Pension Plans. HTML 116K
31: R17 Income Taxes. HTML 106K
32: R18 Preferred Stock. HTML 42K
33: R19 Common Stock and Warrants. HTML 46K
34: R20 Stock Based Compensation. HTML 80K
35: R21 Commitments and Contingencies. HTML 58K
36: R22 Fair Value Measurements. HTML 115K
37: R23 Parent Company Financials. HTML 132K
38: R24 Quarterly Financial Data (Unaudited). HTML 77K
39: R25 Organization and Significant Accounting Policies. HTML 197K
(Policies)
40: R26 Organization and Significant Accounting Policies. HTML 89K
(Tables)
41: R27 Pacific Ethanol Plants. (Tables) HTML 76K
42: R28 Segments. (Tables) HTML 88K
43: R29 Property and Equipment. (Tables) HTML 36K
44: R30 Derivatives. (Tables) HTML 63K
45: R31 Debt. (Tables) HTML 51K
46: R32 Pension Plans. (Tables) HTML 112K
47: R33 Income Taxes. (Tables) HTML 105K
48: R34 Common Stock and Warrants. (Tables) HTML 43K
49: R35 Stock Based Compensation. (Tables) HTML 82K
50: R36 Commitments and Contingencies. (Tables) HTML 38K
51: R37 Fair Value Measurements. (Tables) HTML 113K
52: R38 Parent Company Financials. (Tables) HTML 132K
53: R39 Quarterly Financial Data. (Tables) HTML 76K
54: R40 Organization and Significant Accounting Policies. HTML 33K
(Details)
55: R41 Organization and Significant Accounting Policies. HTML 35K
(Details 1)
56: R42 Organization and Significant Accounting Policies. HTML 41K
(Details 2)
57: R43 Organization and Significant Accounting Policies. HTML 34K
(Details 3)
58: R44 Organization and Significant Accounting Policies. HTML 67K
(Details 4)
59: R45 Organization and Significant Accounting Policies. HTML 86K
(Details Narrative)
60: R46 Pacific Ethanol Plants. (Details) HTML 91K
61: R47 Pacific Ethanol Plants. (Details 1) HTML 42K
62: R48 Pacific Ethanol Plants. (Details Narrative) HTML 118K
63: R49 Intercompany Agreements. (Details Narrative) HTML 61K
64: R50 Segments. (Details) HTML 65K
65: R51 Segments. (Details 1) HTML 31K
66: R52 Segments. (Details Narrative) HTML 31K
67: R53 Property and Equipment. (Details) HTML 40K
68: R54 Property and Equipment. (Details Narrative) HTML 33K
69: R55 Intangible Asset. (Details Narrative) HTML 29K
70: R56 Derivatives. (Details) HTML 33K
71: R57 Derivatives. (Details 1) HTML 35K
72: R58 Derivatives. (Details Narrative) HTML 28K
73: R59 Debt (Details) HTML 63K
74: R60 Debt (Details 1) HTML 42K
75: R61 Debt (Details Narrative) HTML 187K
76: R62 Pension Plans. (Details) HTML 69K
77: R63 Pension Plans. (Details 1) HTML 71K
78: R64 Pension Plans. (Details 2) HTML 43K
79: R65 Pension Plans. (Details Narrative) HTML 35K
80: R66 Income Taxes. (Details) HTML 34K
81: R67 Income Taxes. (Details 1) HTML 60K
82: R68 Income Taxes. (Details 2) HTML 70K
83: R69 Income Taxes. (Details 3) HTML 51K
84: R70 Income Taxes. (Details 4) HTML 49K
85: R71 Income Taxes. (Details Narrative) HTML 49K
86: R72 Preferred Stock. (Details Narrative) HTML 45K
87: R73 Common Stock and Warrants. (Details) HTML 55K
88: R74 Common Stock and Warrants. (Details Narrative) HTML 30K
89: R75 Stock-Based Compensation. (Details) HTML 44K
90: R76 Stock-Based Compensation. (Details 1) HTML 41K
91: R77 Stock-Based Compensation. (Details 2) HTML 52K
92: R78 Stock-Based Compensation. (Details 3) HTML 30K
93: R79 Stock-Based Compensation. (Details Narrative) HTML 41K
94: R80 Commitments and Contingencies. (Details) HTML 74K
95: R81 Commitments and Contingencies. (Details Narrative) HTML 64K
96: R82 Fair Value Measurements. (Details) HTML 78K
97: R83 Fair Value Measurements. (Details 1) HTML 39K
98: R84 Fair Value Measurements. (Details 2) HTML 37K
99: R85 Parent Company Financials. (Details) HTML 120K
100: R86 Parent Company Financials. (Details 1) HTML 70K
101: R87 Parent Company Financials. (Details 2) HTML 116K
102: R88 Quarterly Financial Data (Unaudited). (Details) HTML 49K
104: XML IDEA XML File -- Filing Summary XML 189K
103: EXCEL IDEA Workbook of Financial Reports XLSX 125K
9: EX-101.INS XBRL Instance -- peix-20171231 XML 3.63M
11: EX-101.CAL XBRL Calculations -- peix-20171231_cal XML 270K
12: EX-101.DEF XBRL Definitions -- peix-20171231_def XML 1.06M
13: EX-101.LAB XBRL Labels -- peix-20171231_lab XML 1.67M
14: EX-101.PRE XBRL Presentations -- peix-20171231_pre XML 1.35M
10: EX-101.SCH XBRL Schema -- peix-20171231 XSD 258K
105: ZIP XBRL Zipped Folder -- 0001615774-18-001920-xbrl Zip 254K
Exhibit 10.31
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 1, 2017 (this “Agreement”), is entered into by and between PACIFIC ETHANOL PEKIN, LLC, a limited liability company organized and existing under the laws of Delaware (“Company”), 1ST FARM CREDIT SERVICES, PCA, a federally-chartered instrumentality of the United States (“Lender”), and COBANK, ACB, a federally-chartered instrumentality of the United States (“CoBank” or “Agent”). Capitalized terms not defined herein shall have the meanings set forth in the Existing Credit Agreement.
BACKGROUND:
WHEREAS, the Company, Lender and CoBank have entered into that certain Credit Agreement dated as of December 15, 2016 (as the same may from time to time be amended, restated, modified or otherwise supplemented, collectively the “Existing Credit Agreement”), and the other Loan Documents;
WHEREAS, at the time the Credit Agreement was entered into, the Company was a corporation organized and existing under the laws of Delaware and its legal name was “Pacific Ethanol Pekin, Inc.”;
WHEREAS, on January 31, 2017, the Company converted to a limited liability company organized and existing under the laws of Delaware and its legal name was changed to “Pacific Ethanol Pekin, LLC”;
WHEREAS, the Company has requested that certain of the deadlines set forth under Section 6.12 of the Existing Credit Agreement be extended;
WHEREAS, the Company has requested that, as of the Effective Date, the Existing Credit Agreement be amended as herein provided; and
WHEREAS, CoBank is willing, subject to the terms and conditions hereinafter set forth, to make such amendments;
NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereby agree as follows:
ARTICLE 1 Definitions.
1.1 Certain Definitions. The following terms when used in the Agreement shall have the following meanings:
“Agreement” is defined in the preamble to this Agreement.
“CoBank” is defined in the preamble to this Agreement.
C:
“Company” is defined in the preamble to this Agreement.
“Effective Date” is defined in Article 4.
“Entity Conversion” means, collectively, the Company’s (a) conversion from a Delaware corporation to a Delaware limited liability company and (b) change in name from “Pacific Ethanol Pekin, Inc.” to “Pacific Ethanol Pekin, LLC”.
“Existing Credit Agreement” is defined in the first recital to this Agreement.
1.2 Other Definitions. Unless otherwise defined or the context otherwise requires, terms used herein (including in the preamble and recitals hereto) have the meanings provided for in the Existing Credit Agreement.
ARTICLE 2 Amendments.
Effective on (and subject to the occurrence of) the Effective Date, the Existing Credit Agreement is amended as follows:
2.1 Company Conversion. The Credit Agreement is hereby amended to reflect that effective as of January 31, 2017, (a) the Company is a limited liability company organized and existing under the laws of Delaware and (b) the Company’s legal name is “Pacific Ethanol Pekin, LLC”.
2.2 Amendment to Section 6.12 of the Existing Credit Agreement. Section 6.12 of the Existing Credit Agreement is hereby amended by deleting Section 6.12 in its entirety and substituting the following Section 6.12 in its place:
“6.12 Additional Items. The Company shall provide Agent with each of the following (which, in the case of instruments and documents, must (unless otherwise stated below) be originals, duly executed, and in form and substance satisfactory to Agent), on or before the date indicated:
(a) The Title Policy, on or before March 1, 2017;
(b) An executed collateral assignment, subordination agreement or other similar agreement from the Persons party to any agreement with the Company set forth on the attached Schedule 6.12(b), on or before April 1, 2017;
(c) A control agreement in respect of each Brokerage Account maintained by the Company, in each case properly executed on behalf of each of the parties thereto, on or before March 1, 2017;
(d) Survey and subdivision of any portion of the Real Property Collateral requested by Agent or Lender for the purpose of Lender releasing its Lien for any such portion of the Real Estate Collateral as Lender may desire, at any time at the request of Agent or Lender; and
(e) Payment of all fees and expenses of Agent and the Lending Parties, if any, as required by this Agreement or any other Loan Document, on or before April 1, 2017.”
C:
ARTICLE 3 Representations and Warranties.
In order to induce CoBank to make the amendments provided for in Article 2, the Company hereby (a) represents and warrants that (i) each of the representations and warranties of the Company contained in the Existing Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, except that such representations and warranties (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date, (B) shall be true and correct in all respects to the extent they are qualified by a materiality standard and (C) shall be true and correct in all respects to the extent they are qualified by the amendments provided for in Section 2.1 hereof and (ii) no Default or Event of Default has occurred and is continuing; and (b) agrees that the incorrectness in any respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default. Without limiting the foregoing, the Company hereby (x) ratifies and confirms all of the terms, covenants and conditions set forth in the Loan Documents and hereby agrees that it remains unconditionally liable to CoBank in accordance with the respective terms, covenants and conditions set forth in the Loan Documents, and all Collateral in favor of CoBank continues unimpaired and in full force and effect, and (y) waives all defense, claims, counterclaims, rights of recoupment or set-off against any of its obligations.
ARTICLE 4 Conditions to Effectiveness.
This Agreement shall become effective on such date (the “Effective Date”) when the following conditions have been satisfied:
4.1 Representations and Warranties. The representations and warranties made by the Company pursuant to Article 3 as of the Effective Date shall be true and correct.
4.2 Other Requests. CoBank shall have received such other certificates, instruments, documents, agreements, information and reports as may be requested by CoBank, in form and substance satisfactory to CoBank, including, but not limited to, the following on or before the dates indicated:
(a) Fully-executed and filed (as applicable) copies of all documents relating to the Entity Conversion, on or before April 1, 2017;
(b) All amendments to the Loan Documents requested by Agent in connection with the Entity Conversion, on or before April 1, 2017;
(c) A Secretary’s Certificate with attached organizational documents, good standing certificates, resolutions and incumbency certificate, on or before April 1, 2017;
(d) Any endorsements to the Title Policy requested by Agent as a result of the Entity Conversion, on or before April 1, 2017;
(e) A non-refundable consent fee equal to Three Thousand Five Hundred Dollars ($3,500) in connection with the Entity Conversion, on or before April 1, 2017; and
C:
(f) All fees and expenses incurred by Agent in connection with the Entity Conversion, including any amendments, modifications, UCC filings, title policy endorsements and real estate recording costs, on or before April 1, 2017.
The items set forth in this Section 4.2(a)-(f) supplement and replace the requirements set forth in that certain Written Consent dated January 30, 2017 executed by Agent in favor of the Company.
ARTICLE 5 Miscellaneous.
5.1 Loan Document Pursuant to Existing Credit Agreement. This Agreement is a Loan Document executed pursuant to the Existing Credit Agreement. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions contained in the Existing Credit Agreement and each other Loan Document shall remain unamended an otherwise unmodified and in full force and effect.
5.2 Limitation of Amendments. The amendments set forth in Article 2 shall be limited precisely as provide for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Existing Credit Agreement or any term or provision of any other Loan Document or of any transaction or further or future action on the part of the Company which would require the consent of CoBank under the Existing Credit Agreement or any other Loan Document.
5.3 Incorporation of Existing Credit Agreement Provisions. The provisions of Article 11 of the Existing Credit Agreement shall apply to this Agreement, mutatis mutandis.
[Signature Pages Follow]
C:
[SIGNATURE PAGE TO CREDIT AGREEMENT AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their Authorized Officers, have executed this Agreement as of the date first set forth above.
| COMPANY: | ||
| PACIFIC ETHANOL PEKIN, LLC | ||
| By: | /s/ Bryon T. McGregor | |
| Name: | Bryon T. McGregor | |
| Title: | Chief Financial Officer | |
C:
[SIGNATURE PAGE TO CREDIT AGREEMENT AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their Authorized Officers, have executed this Agreement as of the date first set forth above.
| lender: | ||
| 1ST FARM CREDIT SERVICES, PCA | ||
| By: | /s/ Dale A. Richardson | |
| Name: | Dale A. Richardson | |
| Title: | Vice President, Capital Markets Group | |
C:
[SIGNATURE PAGE TO CREDIT AGREEMENT AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their Authorized Officers, have executed this Agreement as of the date first set forth above.
| COBANK, ACB | ||
| By: | /s/ Tom D. Houser | |
| Name: | Tom D. Houser | |
| Title: | Vice President | |
C:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/18 | |||
| For Period end: | 12/31/17 | |||
| 4/1/17 | 4 | |||
| 3/1/17 | 3, 4, 8-K | |||
| 1/31/17 | ||||
| 1/30/17 | SC 13G | |||
| 12/15/16 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Alto Ingredients, Inc. 10-K 12/31/23 103:10M EdgarAgents LLC/FA 3/14/23 Alto Ingredients, Inc. 10-K 12/31/22 111:9.9M EdgarAgents LLC/FA 3/15/22 Alto Ingredients, Inc. 10-K 12/31/21 106:9.9M EdgarAgents LLC/FA 3/26/21 Alto Ingredients, Inc. 10-K 12/31/20 107:9.1M EdgarAgents LLC/FA 11/18/20 Alto Ingredients, Inc. S-8 11/18/20 4:342K EdgarAgents LLC/FA |