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.


 






     


    


    

 


“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.”


 






     


    


    

 


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


 






     


    


    

 


(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]


 






     


    


    

 


[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


 






     


    


    

 


[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


 






     


    


    

 


[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