Exhibit 10.28


 


SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED

CREDIT AGREEMENT


 


This SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of March 28, 2013, is entered into
by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company ("Pacific Holding"), PACIFIC
ETHANOL MADERA LLC, a Delaware limited liability company ("Madera"), PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited
liability company ("Boardman"), PACIFIC ETHANOL STOCKTON LLC, a Delaware limited liability company ("Stockton"),
and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company ("Burley" and, together with Pacific
Holding, Madera, Boardman and Stockton, the "Borrowers"), Pacific Holding, as Borrowers' Agent, NEW PE HOLDCO
LLC, a Delaware limited liability company, as Pledgor (the "Pledgor"), each of the Lenders whose signatures appear
on the signature pages to this Amendment (individually, each a "Consenting Lender" and collectively, the "Consenting
Lenders"), WELLS FARGO BANK, N.A., as administrative agent for the Lenders ("Administrative Agent"),
WELLS FARGO BANK, N.A., as collateral agent for the Senior Secured Parties ("Collateral Agent") and AMARILLO NATIONAL
BANK, as accounts bank ("Accounts Bank"). Capitalized terms used but not otherwise defined herein shall have the
meaning ascribed to such terms in the Credit Agreement (as hereinafter defined).


 


RECITALS


 


WHEREAS, Borrowers,
Borrowers' Agent, the Pledgor, the Lenders party thereto, Administrative Agent, Collateral Agent and Accounts Bank entered into
that certain Second Amended and Restated Credit Agreement dated as of October 29, 2012 (as amended by the First Amendment to Second
Amended and Restated Credit Agreement dated as of January 4, 2013, the "Credit Agreement");


 


WHEREAS, Borrowers
and Borrowers' Agent have requested, and the Required Lenders have agreed to, certain amendments to the Credit Agreement upon the
terms and subject to the conditions set forth herein in order to, among other things, include Tranche A-2 Loans held by Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch ("Rabobank") as "Designated
Tranche A-2 Term Loans" in order that the Maturity Date thereof is June 30, 2016;


 


NOW, THEREFORE, the
parties hereto agree that upon the occurrence of the Amendment Effective Date (as hereinafter defined), the Credit Agreement is
hereby amended as follows:


 


	SECTION 1.	Amendments to Credit Agreement. The Credit Agreement is hereby amended as of the Amendment Effective Date as follows:






	 	 	 
	 	1.1.	Section 11.03(j)(iv) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
	 	 	 
	 	 	(iv) notwithstanding any provision
of this Agreement to the contrary, following (A) the purchase of any Loan or Commitment by an Affiliated Lender and (B) the payment and
performance in full of all obligations under all PEI Notes, such Affiliated Lender may (but, except as otherwise provided in the
foregoing clause (iii), shall not be obligated to) cancel such Loan and/or terminate such Commitment via contribution to the capital
of one or more Borrowers or otherwise and such Loans and/or Commitments shall be deemed to be no longer outstanding or available
under any provision of the Financing Documents.



 






    	 	1	 



     

    

 


	 	1.2.	The following new defined terms are hereby
added to Exhibit A of the Credit Agreement in the appropriate alphabetical order
as follows:
	 	 	 
	 	 	"PEI Junior Unsecured Notes" means those certain unsecured notes to be issued by Pacific Ethanol pursuant
    to the Securities Purchase Agreement dated as of March 28, 2013 by and among Pacific Ethanol and the investors party thereto.
	 	 	 
	 	 	"PEI Notes"
means, collectively, the PEI Senior Unsecured Notes and the PEI Junior Unsecured Notes.
	 	 	 
	 	1.3.	The following defined term is hereby deleted
and replaced with the following:
	 	 	 
	 	 	"Designated Tranche A-2 Lender" means (a) Candlewood Special Situations Master Fund, Ltd., CWD OC 522
    Master Fund Ltd. and Credit Suisse Loan Funding LLC, (b) Cooperatieve Centrale RaiffeisenBoerenleenbank B.A., "Rabobank
    Nederland", New York Branch, (c) any Affiliated Lender or (d) any assignee of any Lender described in the foregoing clauses
    (a), (b) and (c).
	 	 	 
	SECTION 2.	Payment
of Costs and Fees. Each Borrower (i) reaffirms its obligations under Section 11.07 of the Credit Agreement and (ii)
without limiting the provisions set forth in Section 11.07 of the Credit Agreement, acknowledges, consents and agrees that
it shall promptly pay, upon receipt of invoices therefor, to the Administrative Agent and each Consenting Lender all reasonable
out-of-pocket costs, fees, expenses and charges of every kind in connection with the preparation, negotiation, execution and delivery
of this Amendment incurred by or on behalf of such Persons, including, without limitation, the reasonable fees and disbursements
of Sidley Austin LLP, counsel to certain Consenting Lenders.
	 	 	 
	SECTION 3.	 Acknowledgements.
	 	 	 
	 	3.1.	Reaffirmation of Obligations. Each Loan Party hereby
(a) reaffirms, acknowledges, confirms and agrees to its respective guarantees, pledges and grants of security interests and other
commitments and Obligations under the Financing Documents and (b) confirms and agrees that the Financing Documents and all guarantees,
pledges and grants of security interests and other commitments and Obligations thereunder shall continue to be in full force and
effect following the effectiveness of this Amendment. All Obligations under the Credit Agreement and the other Financing Documents
owing by the Loan Parties to the Administrative Agent, the Collateral Agent, the Accounts Bank and each Lender, as the case may
be, are unconditionally owing by the Loan Parties to the Administrative Agent, the Collateral Agent and each Lender, as the case
may be, without offset, defense or counterclaim of any kind, nature or description whatsoever.



 






    	 	2	 



     

    

 





	 	3.2.	Acknowledgement of Security Interests.
Each Loan Party hereby acknowledges, confirms and agrees that the Collateral Agent, for itself and the benefit of Senior Secured
Parties, has and shall continue to have valid, enforceable and perfected first-priority liens (subject only to Permitted Liens)
upon and security interests in the Collateral granted to the Collateral Agent, for itself and the benefit of Senior Secured Parties,
pursuant to the Financing Documents.
	 	 	 
	 	3.3.	 Binding
Effect of Documents. Each Loan Party hereby acknowledges, confirms and agrees that: (i) each of the Financing Documents to
which it is a party has been duly executed and delivered to the Administrative Agent, the Collateral Agent, the Accounts Bank and
the Lenders thereto by it, and each is in full force and effect as of the Amendment Effective Date, (ii) the agreements and obligations
of such Loan Party contained in the Credit Agreement as amended by this Amendment (the "Amended Credit Agreement"),
in each of the other Financing Documents and in this Amendment constitute the legal, valid and binding obligations of such Loan
Party, enforceable against such Loan Party in accordance with their respective terms, and such Loan Party has no valid defense
to the enforcement of the obligations under the Amended Credit Agreement or the other Financing Documents, except as enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws limiting creditors rights generally
and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (iii) the Administrative Agent, the Collateral Agent, the Accounts Bank and each Lender
are and shall be entitled to the rights, remedies and benefits provided for in the Financing Documents and under applicable law
or at equity.
	 	 	 
	SECTION 4.	 Representations
and Warranties of Loan Parties. Each of the Loan Parties hereby represents and warrants in favor of the Administrative Agent,
the Collateral Agent, the Accounts Bank and each Lender as follows:
	 	 	 
	 	4.1.	 The execution, delivery and performance by such Loan Party of this Amendment and the performance of the Amended Credit
Agreement are within such Loan Party's powers and have been duly authorized by all necessary
action on the part of such Loan Party.



 






    	 	3	 



     

    

 


	 	4.2. 	This Amendment has been
duly executed and delivered by such Loan Party and each of this Amendment, the Amended Credit Agreement and the other Financing
Documents constitutes a legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms except
as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws limiting creditors
rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
	 	 	 
	 	4.3. 	The execution, delivery or performance of this Amendment by such Loan Party (i) does not require any consent or approval of, registration
of filing with, or any other action by, any Person (including, without limitation, any Governmental Authority) except (A) such
as have been obtained or made and are in full force and effect and (B) filings necessary to perfect Liens created by the Financing
Documents, (ii) will not violate the organizational or governing documents of any Loan Party and (iii) will not violate any applicable
Law or any Contractual Obligation applicable to or binding upon such Loan Party or any of their respective properties or assets.
	 	 	 
	 	4.4.	No event has occurred or is
continuing, that would constitute a Default or an Event of Default under the Credit Agreement, the Amended Credit Agreement or
any other Financing Document.
	 	 	 
	 	4.5.	As of the Amendment Effective Date, no litigation
by, investigation known to such Loan Party by, or proceeding of, any Governmental Authority is pending or, to the knowledge of
such Loan Party, has been threatened against such Loan Party which (i) challenges such Loan Party's right, power, or competence
to enter into this Amendment or perform any of its obligations under this Amendment, the Amended Credit Agreement or any other
the Financing Documents or the validity or enforceability of this Amendment, the Amended Credit Agreement or any other Financing
Document or any action taken under this Amendment, the Amended Credit Agreement or any other Financing Document or (ii) is reasonably
likely, if adversely decided, to have a Material Adverse Effect.
	 	 	 
	 	4.6.	After giving effect to this Amendment, the representations
and warranties of such Loan Party contained in the Amended Credit Agreement and the other Financing Documents are true and correct
in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality,
such representation shall be true and correct in all respects) on and as of the Amendment Effective Date with the same effect
as if such representations and warranties had been made on and as of such date, except that any such representation or warranty
which is expressly made only as of a specified date need be true only as of such date.
	 	 	 



 






    	 	4	 



     

    

 


	SECTION 5.	 Conditions
to Effectiveness of this Amendment. This Amendment shall become effective as of the first date on or prior to March 28, 2013
on which each of the following conditions has been satisfied (or waived in writing by the Required Lenders) (the "Amendment
Effective Date"):
	 	 	 
	 	5.1.	Amendment. The Administrative Agent
shall have received duly executed counterparts of this Amendment from each Loan Party, the Required Lenders, the Collateral Agent,
the Administrative Agent and the Accounts Bank.
	 	 	 
	 	5.2.	Costs and Expenses. The Borrowers
shall have paid all fees, costs and expenses incurred in connection with this Amendment and any other Financing Documents that
have been invoiced and are required to be paid hereunder or under the Credit Agreement (including, without limitation, reasonable
legal fees and expenses of the Administrative Agent and each Consenting Lender).
	 	 	 
	 	5.3.	Representations and Warranties.
The representations and warranties made or deemed made by the Loan Parties under this Amendment shall be true and correct (subject
to the materiality qualifiers set forth in such representations and warranties) as of the Amendment Effective Date.
	 	 
	 	5.4.	Customary Closing Documents. The
Consenting Lenders shall have received such officer's certificates, secretary's certificates, resolutions, lien searches and other
customary deliverables as they shall request.
	 	 	 
	 	Upon satisfaction of the foregoing
closing conditions, one or more of the Consenting Lenders shall promptly provide written confirmation to Borrowers' Agent and the
Administrative Agent of such satisfaction and identify the Amendment Effective Date. For avoidance of doubt, the parties to this
Amendment acknowledge and agree that any assignment of the Tranche A-2 Loans held by Rabobank to Pacific Ethanol or its Affiliates
shall be deemed to have occurred after this Amendment becomes effective.
	 	 



 






    	 	5	 



     

    

 


	SECTION 6.	 Effect on the Financing Documents.
	 	 	 
	 	6.1.	Except as set forth in this Amendment,
the Credit Agreement and each of the other Financing Documents shall be and remain unchanged and in full force and effect in accordance
with their respective terms, are hereby ratified and confirmed in all respects and the Administrative Agent, the Collateral Agent,
the Accounts Bank and each Lender expressly reserves the right to require strict compliance with the terms of the Credit Agreement
(and, following the Amendment Effective Date, the Amended Credit Agreement) and the other Financing Documents. The execution,
delivery, and performance of this Amendment shall not operate as a modification or waiver of any right, power, or remedy of any
Agent or any Lender under the Credit Agreement (and, following the Amendment Effective Date, the Amended Credit Agreement) or
any other Financing Document and no such action shall be construed as (i) a waiver or forbearance of any of the Administrative
Agent's, the Collateral Agent's, the Accounts Bank's or the Lenders' rights, remedies, and powers against the Borrowers, any other
Loan Party or the Collateral (including, without limitation, the right to terminate without notice the making of Revolving Loans)
or (ii) a waiver of any Default or Event of Default. Notwithstanding any provision of this Amendment, nothing herein shall adversely
affect the rights, remedies, duties, liabilities, obligations and/or responsibilities of any Lender that has not consented to
the terms hereof to the extent such consent may be required pursuant to the Credit Agreement, including Section 11.01 thereof.
	 	 	 
	 	6.2.	Upon and after the effectiveness of this Amendment,
each reference in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof'
or words of like import referring to the Credit Agreement, and each reference in the other Financing Documents to "the Credit
Agreement," "thereunder," "therein," "thereof' or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as modified by this Amendment.
	 	 	 
	 	6.3.	To the extent that any terms and conditions in
any of the Financing Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after
giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms
and conditions of the Credit Agreement as modified hereby (except to the extent that such contradiction or conflict is expressly
permitted by this Amendment).
	 	 	 
	SECTION 7.	Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance
    with, the laws of the State of New York, without regard to conflicts of law principles that would require the application of
    laws of another jurisdiction.
	 	 
	SECTION 8.	Financing
Document. This Amendment shall be deemed to be a Financing Document for all purposes.
	 	 



 






    	 	6	 



     

    

 


	SECTION 9.	Release
by Loan Parties. As of the Effective Date, each Loan Party hereby waives, releases, remises and forever discharges the Administrative
Agent, the Collateral Agent, the Accounts Bank, each Lender, each of the other Senior Secured Parties, each of their respective
Affiliates and each of the officers, directors, employees, and professionals of each Lender, the Administrative Agent, the Collateral
Agent, the Accounts Bank and each of the other Senior Secured Parties and their respective Affiliates (collectively, the "Releasees"),
from any and all claims, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind
or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which such Loan Party ever
had from the beginning of the world or now has or that any of the Loan Parties' respective successors and assigns hereafter can
or may have against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Financing Document,
or to any acts or omissions of any such Releasee relating to the Credit Agreement or any other Financing Document in each case,
pertaining to facts, events or circumstances existing on or prior to the date hereof, including, without limitation, the execution
and delivery by any and all Releasees of this Amendment, except for the duties and obligations expressly set forth in this Amendment,
the Credit Agreement and the other Financing Documents (as modified by the provisions hereof). As to each and every claim released
hereunder, each Loan Party hereby represents that it has received the advice of legal counsel with regard to the releases contained
herein, and waives the benefits of each provision of applicable federal or state law (including, without limitation, the laws
of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect
thereto. Each Loan Party understands that the facts which they believe to be true at the time of making the release provided for
herein may later turn out to be different than they now believe, and that information which is not now known or suspected may
later be discovered. Each Loan Party accepts this possibility, and each Loan Party assumes the risk of the facts being different
and new information being discovered; and each Loan Party further agrees that the release provided for herein shall in all respects
continue to be effective and not subject to termination or rescission because of any difference in such facts or any new information.
	 	 	 
	SECTION 10.	
Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.
	 	 	 
	SECTION 11.	
Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts,
each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.
Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission shall be as effective as delivery
of a manually executed counterpart hereof.



   






    	 	7	 



     

    

 


	


SECTION 12.


	
Lender Direction. Each of the undersigned Lenders hereby directs each of the Administrative Agent, the Collateral Agent
and the Accounts Bank to execute and deliver this Amendment and to perform its respective obligations hereunder.
	 	 	 
	SECTION 13.	Extending Lenders. Candlewood Special Situations Master Fund, LTD. and CWD OC 522 Master Fund, LTD. (collectively the "Candlewood
Funds") acknowledge and agree that (a) the Candlewood Funds have or will become Extending Lenders and (b) on or before
April 30, 2013 the Candlewood Funds will either (i) execute and deliver such additional documents as Administrative Agent and Borrowers'
Agent may reasonably require to confirm the Candlewood Funds status as an Extending Lender or (ii) acquire by assignment a portion
of the Loans held by Credit Suisse Loan Funding LLC (which is an Extending Lender) in order to become an Extending Lender pursuant
to clause (c) of the definition of such term in the Credit Agreement.
	 	 



 


 


[Signature Pages Follow]


 


 


 


 


 


 


 


 


 


 



    	 	8	 



     

    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers as of the day and year
first written above.


 


 





 





	 	PACIFIC ETHANOL HOLDING
CO. LLC, as a Borrower and as Borrowers' Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 
	 	 	 	 
	 	PACIFIC ETHANOL MADERA LLC, as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 
	 	 	 	 
	 	PACIFIC ETHANOL COLUMBIA, LLC, as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 
	 	 	 	 
	 	PACIFIC ETHANOL STOCKTON LLC, as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 
	 	 	 	 
	 	PACIFIC ETHANOL MAGIC
VALLEY, LLC, as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 



 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    




 

	 	NEW PE HOLDCO, LLC, as Pledgor
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bryon T. McGregor
	 	 	Name:	Bryon T. McGregor
	 	 	Title: 	Chief Operating Officer
	 	 	 	 



 


 


 


 


 


 


 



Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    

 

	 	AMARILLO NATIONAL BANK, as Accounts Bank
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Craig L. Sanders
	 	 	Name:	Craig L. Sanders
	 	 	Title: 	Executive Vice President
	 	 	 	 



 


 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    

 

	 	 WELLS FARGO BANK, N. A., as Administrative Agent and Collateral Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Pinzon
	 	 	Name:	 Michael Pinzon
	 	 	Title: 	Vice President
	 	 	 	 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    



 

	 	 REQUIRED LENDER:
	 	 
	 	CANDLEWOOD CREDIT VALUE MASTER FUND II LP
	 	 
	 	By:	Credit Value Partners, LP, as Investment Manager
	 	 	 	 	 
	 		By:	/s/ Michael Geroux
	 	 	 	Name:	 Michael Geroux
	 	 	 	Title: 	Partner
	 	 	 	 	 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    





 

	 	REQUIRED LENDER:
	 	 
	 	 CANDLEWOOD SPECIAL SITUATIONS FUND,  LP
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David Koenig
	 	 	Name:	 David Koenig
	 	 	Title: 	Authorized Signatory
	 	 	 	 



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    





 

	 	REQUIRED LENDER:
	 	 
	 	 CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD.  
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David Koenig
	 	 	Name:	 David Koenig
	 	 	Title: 	Authorized Signatory
	 	 	 	 



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    





 

	 	REQUIRED LENDER:
	 	 
	 	 CWD OC 522 MASTER FUND, LTD.  
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David Koenig
	 	 	Name:	 David Koenig
	 	 	Title: 	Authorized Signatory
	 	 	 	 



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    





 

	 	REQUIRED LENDER:
	 	 
	 	 CREDIT SUISSE LOAN FUNDING LLC 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert Healey
	 	 	Name:	 Robert Healey
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Wotanowski
	 	 	Name:	 Michael Wotanowski
	 	 	Title: 	Authorized Signatory



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    

 

	 	REQUIRED LENDER:
	 	 
	 	 METROPOLITAN LIFE INSURANCE COMPANY
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David Yu
	 	 	Name:	 David Yu
	 	 	Title: 	Director
	 	 	 	 



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    

 

	 	 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Benjamin Matz
	 	 	Name:	 Benjamin Matz
	 	 	Title: 	Vice President
	 	 	 	 
	 	By:	/s/ William Fitzgerald
	 	 	Name:	  William Fitzgerald
	 	 	Title: 	Managing Director
	 	 	 	 



 



 



 


 


 


 


 


 


Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement



    	 	 	 



     

    



 


ACCEPTANCE OF NOTICE


 


The undersigned,
as Collateral Agent under the Senior Credit Agreement, hereby acknowledges receipt of notice of the foregoing Amendment as required
pursuant to Section 7.01(b) of the Intercreditor Agreement.


 

	 	 WELLS FARGO BANK, N.A., as Collateral Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Pinzon
	 	 	Name:	 Michael Pinzon
	 	 	Title: 	Vice President
	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to
Second Amendment to Second Amended and Restated Credit Agreement