Exhibit 10.2
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO AN EXEMPTION.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF
THIS NOTE, INCLUDING SECTION 8 HEREOF.
Pacific Ethanol, Inc.
Amended and Restated Senior Secured Note
Note No.: []
Issuance Date: December 22, 2019 $[]
FOR VALUE RECEIVED, Pacific Ethanol, Inc., a Delaware corporation (the
"Company"), hereby promises to pay to the order of [] or its registered assigns
("Holder") the amount set out above (as reduced pursuant to the terms hereof
pursuant to redemption or otherwise, the "Principal") when due, whether upon the
Maturity Date, acceleration, redemption or otherwise (in each case in accordance
with the terms hereof) and to pay interest ("Interest") on any outstanding
Principal (as defined above) at the applicable Interest Rate (as defined below)
from the date set out above as the Issuance Date (the "Issuance Date") until the
same becomes due and payable, whether upon the Maturity Date, acceleration,
redemption or otherwise (in each case in accordance with the terms hereof). This
Amended and Restated Senior Secured Note (including all Amended and Restated
Senior Secured Notes issued in exchange, transfer or replacement hereof, this
"Note") is one of an issue of Amended and Restated Senior Secured Notes issued
pursuant to that certain Note Amendment Agreement (as defined below)
(collectively, the "Notes") which Notes amend and restate in their entirety the
Company's Existing Notes (as defined below) as of the Amendment Date (as defined
below). Certain capitalized terms used herein are defined in Section 19.
THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY (a) A SECURITY AGREEMENT
DATED AS OF DECEMBER 15, 2016 AND AMENDED ON JUNE 30, 2017 (AS FURTHER AMENDED
FROM TIME TO TIME, THE "SECURITY AGREEMENT") AND EXECUTED BY THE COMPANY FOR THE
BENEFIT OF THE HOLDER, AND (b) THE OTHER COLLATERAL DOCUMENTS. ADDITIONAL RIGHTS
OF THE HOLDER ARE SET FORTH IN THE SECURITY AGREEMENT AND THE OTHER COLLATERAL
DOCUMENTS.
1. PAYMENTS OF PRINCIPAL.
1.1 Scheduled Payments. On March 31, June 30, September 30 and December 31 of
each calendar year, commencing September 30, 2020, the Company shall pay to the
Holder an amount in cash equal to (A) x [(B)/(C)] where (A) equals $5,000,000,
(B) equals the Principal amount of this Note and (C) equals the aggregate
Principal