Exhibit 10.3


 


FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
AND CONSENT


 


THIS FIRST AMENDMENT
TO INTERCREDITOR AGREEMENT AND CONSENT (the “Amendment”) dated as of April 1, 2014, is entered into by and among
WELLS FARGO BANK, N.A., as Collateral Agent for the First Lien Secured Parties (in such capacity, the “First Lien Collateral
Agent”) and as First Lien Administrative Agent (defined below), and WELLS FARGO BANK, N.A., as Collateral Agent for the
Second Lien Secured Parties (in such capacity, the “Second Lien Collateral Agent”) and as Second Lien Administrative
Agent (defined below), as is acknowledged and agreed to (as set forth on the signature page for such parties) by 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”), PACIFIC ETHANOL MAGIC VALLEY,
LLC, a Delaware limited liability company (“Burley” and, together with Pacific Holding, Madera, Boardman, and
Stockton, the “Borrowers”), and Pacific Holding, as agent for the Borrowers (“Borrowers’ Agent”).


 


PRELIMINARY STATEMENT


 


Reference is made to
(a) the Credit Agreement dated as of October 29, 2012 (as amended, restated, supplemented or otherwise modified from time to time,
including as described in this Amendment, the “First Lien Credit Agreement”) among the Borrowers, Borrowers’
Agent, the lenders from time to time party thereto (the “First Lien Lenders”), Wells Fargo Bank, N.A., as Administrative
Agent for the First Lien Lenders (in such capacity, the “First Lien Administrative Agent”), Wells Fargo Bank,
N.A., as Collateral Agent for the Senior Secured Parties and Amarillo National Bank, as Accounts Bank (the “Accounts Bank”);
and (b) the Second Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended, restated, supplemented or otherwise
modified from time to time, including as described in this Amendment, the “Second Lien Credit Agreement” and,
together with the First Lien Credit Agreement, the “Credit Agreements”) among the Borrowers, Borrowers’
Agent, the lenders from time to time party thereto (the “Second Lien Lenders”), Wells Fargo Bank, N.A., as Administrative
Agent for the Second Lien Lenders (in such capacity, the “Second Lien Administrative Agent”), Wells Fargo Bank,
N.A., as Collateral Agent for the Senior Secured Parties and the Accounts Bank.


 


RECITALS


 


A.The First Lien
Lenders have agreed to make loans to the Borrowers pursuant to the First Lien Credit Agreement, upon, among other terms and conditions,
the conditions that (a) the First Lien Obligations shall be secured by first priority Liens on, and security interests in, the
Collateral, and (b) subject to the terms and conditions of that certain Intercreditor Agreement dated as of October 29, 2012 (the
“Intercreditor Agreement”) among the First Lien Collateral Agent, the First Lien Administrative Agent, the Second
Lien Collateral Agent, the Second Lien Administrative Agent, the Borrowers, and the Borrowers’ Agent, the payment of the
First Lien Obligations shall be senior in right and payment to the payment of certain Second Lien Obligations.


 






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B.First Lien Collateral
Agent, First Lien Administrative Agent, First Lien Lenders, Borrowers and Pledgor have amended the First Lien Credit Agreement
pursuant to that certain Second Amendment to the First Lien Credit Agreement dated as of April 1, 2014 (the “First Lien
Amendment”).


 


C.Second Lien Lenders
have agreed to continue, and make certain additional extensions of, credit to the Borrowers pursuant to the Second Lien Credit
Agreement, upon, among other terms and conditions, the conditions that (a) the Second Lien Obligations shall be secured by second
priority Liens on, and security interests in, the Collateral, and (b) subject to the terms and conditions of the Intercreditor
Agreement, the payment of certain Second Lien Obligations shall be subordinate and subject in right and time of payment to the
prior Discharge of First Lien Obligations.


 


D.Second Lien Collateral
Agent, Second Lien Administrative Agent, Second Lien Lenders, Borrowers and Pledgor have amended the Second Lien Credit Agreement
pursuant to that certain Third Amendment to the Second Amended and Restated Credit Agreement dated as of April 1, 2014 (the “Second
Lien Amendment”).


 


E.The parties desire
to enter into this Amendment to consent to the First Lien Amendment and the Second Lien Amendment and to make certain amendments
to the Intercreditor Agreement.


 


F.Capitalized terms
used herein shall have the meanings given to such terms in the Intercreditor Agreement; provided that capitalized terms
used herein and not defined in the Intercreditor Agreement shall have the meanings given to such terms in the First Lien Credit
Agreement.


 


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


 


Section 1.Consents
and Amendments.


 


(a)First
Lien Collateral Agent and First Lien Administrative Agent hereby: (i) consent to the Second Lien Amendment, notwithstanding any
provision of the Intercreditor Agreement to the contrary and (ii) waive notice of such amendment required pursuant to Section 7.01(b)
of the Intercreditor Agreement.


 


(b)Second
Lien Collateral Agent and Second Lien Administrative Agent hereby: (i) consent to the First Lien Amendment, notwithstanding any
provision of the Intercreditor Agreement to the contrary and (ii) waive notice of such amendment required pursuant to Section 7.01(a)
of the Intercreditor Agreement.


 


(c)Section
7.01(b) of the Intercreditor Agreement is hereby amended to change the reference to $5,000,000 in clause (1)(z) thereof to $7,000,000.


 


Section 2.Reaffirmation
of Obligations. First Lien Collateral Agent, First Lien Administrative Agent, Second Lien Collateral Agent and Second Lien
Administrative Agent each hereby (a) reaffirm, acknowledge and confirm the Intercreditor Agreement, as amended hereby, (b) reaffirm,
acknowledge and confirm each of their respective representations and warranties in the Intercreditor Agreement, and (c) confirm
and agree that the Intercreditor Agreement as amended hereby shall continue to be in full force and effect.


 






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Section 3.Conditions
to Effectiveness of this Amendment. This Amendment shall become effective as of the first date on or prior to April ___, 2014
on which each of the following conditions has been satisfied (the “Amendment Effective Date”):


 


(a)The
First Lien Collateral Agent, the First Lien Administrative Agent, the Second Lien Collateral Agent, the Second Lien Administrative
Agent and the Borrowers shall have received duly executed counterparts of this Amendment; and


 


(b)The
First Lien Amendment and the Second Lien Amendment shall have become effective in accordance with their terms.


 


Section 4.Effect
on the Intercreditor Agreement.


 


(a)Except
as set forth in this Amendment, the Intercreditor Agreement shall be and remains unchanged and in full force and effect in accordance
with its terms.


 


(b)Upon
and after the effectiveness of this Amendment, each reference in the Intercreditor Agreement to “this Agreement,” “hereunder,”
“herein,” “hereof” or words of like import referring to the Intercreditor Agreement, shall mean and be
a reference to the Intercreditor Agreement as modified by this Amendment.


 


Section 5.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 6.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 7.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.


 






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


 





	FIRST LIEN COLLATERAL AGENT:	 	 	 
	 	 	WELLS FARGO BANK, N.A.,
	 	 	solely in its capacity as First Lien Collateral Agent
	 	 	By:	/s/ Julius R. Zamora
	 	 		Name: Julius R. Zamora
	 	 		Title: Vice President
	FIRST LIEN ADMINISTRATIVE AGENT:	 	 	 
	 	 	WELLS FARGO BANK, N.A.,
	 	 	solely in its capacity as First Lien Administrative Agent
	 	 	By:	/s/ Julius R. Zamora
	 	 		Name: Julius R. Zamora
	 	 		Title: Vice President
	SECOND LIEN COLLATERAL AGENT:	 	 	 
	 	 	WELLS FARGO BANK, N.A.,
	 	 	solely in its capacity as Second Lien Collateral Agent
	 	 	By:	/s/ Julius R. Zamora
	 	 		Name: Julius R. Zamora
	 	 		Title: Vice President
	SECOND LIEN ADMINISTRATIVE AGENT:	 	 	 
	 	 	WELLS FARGO BANK, N.A.,
	 	 	solely in its capacity as Second Lien Administrative Agent
		 	By: 	/s/ Julius R. Zamora
	 	 		Name: Julius R. Zamora
	 	 		Title: Vice President







 






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ACKNOWLEDGED AND AGREED:


	
        BORROWERS:

         

        PACIFIC ETHANOL HOLDING CO. LLC, as Borrower

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         
	
         

         

        PACIFIC ETHANOL MADERA LLC, as Borrower

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         

	
        PACIFIC ETHANOL COLUMBIA, LLC, as Borrower

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         
	
        PACIFIC ETHANOL STOCKTON LLC, as Borrower

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         

	
        PACIFIC ETHANOL MAGIC VALLEY, LLC,
        as Borrower

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         

         
	 
	
        BORROWERS’ AGENT:

         

        PACIFIC ETHANOL HOLDING CO. LLC, as
        Borrowers’ Agent

         

         

        By:  /s/ Bryon T. McGregor

        Name:Bryon T. McGregor

        Title:Chief Operating Officer

         
	 


 






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