paceth_10q-ex1001.htm

Exhibit A

"Acceptable Bank" means a bank whose long-term unsecured and unguaranteed debt is rated at least "A-" (or the then-equivalent rating) by S&P or at least "A3" (or the then-equivalent rating) by Moody's.

"Account Debtor" means the Person who is obligated on or under any Account owing to any Borrower.

"Accounts" means all "accounts" as that term is defined in Section 9-102 of the UCC, now or hereafter owned by any Borrower.

"Accounts Bank" means Union Bank of California, N.A., not in its individual capacity, but solely as depositary bank, bank and securities intermediary hereunder, and each other Person that may, from time to time, be appointed as successor Accounts Bank pursuant to Section 10.06 (Resignation or Removal of Agent).

"Accounts Property" means any funds, instruments, securities, financial assets or other assets from time to time held in any of the Project Accounts or credited thereto or otherwise in possession or control of the Accounts Bank pursuant to this Agreement.

"Additional Project Document" means each contract, agreement, letter agreement or other instrument to which Pacific Holding or any Borrower with respect to whose Plant a Funding has been made or is being requested becomes a party after the date hereof, other than any document under which any Borrower (or, in the case of an agreement to which two or more Borrowers are party, such Borrowers on an aggregate basis) (a) would not reasonably be expected to have obligations or liabilities in the aggregate in excess of two million Dollars ($2,000,000), or be entitled to receive revenues in the aggregate in excess of three million Dollars ($3,000,000), in either case in value in any twelve (12) month period and (b) a termination of which would not reasonably be expected to result in a Material Adverse Effect; provided, that for the purposes of this definition, (i) (A) purchase orders under existing Project Documents relating to the sale of Products or the purchase of corn and (B) purchases of natural gas, water or electricity pursuant to standard user agreements, shall not constitute Additional Project Documents and (ii) any series of related transactions (other than transactions, including hedging transactions, relating to the sale of Products or the purchase of corn and natural gas) shall be considered as one transaction, and all contracts, agreements, letter agreements or other instruments in respect of such transactions shall be considered as one contract, agreement, letter agreement or other instrument, as applicable.

Exhibit A - - 1

"Administrative Agent" means WestLB, in its capacity as administrative agent for the Lenders hereunder, and includes each other Person that may, from time to time, be appointed as successor Administrative Agent pursuant to Section 10.06 (Resignation or Removal of Agent).

"Affiliate" of any Person means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person (a) possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise or (b) owns at least ten percent (10%) of the Equity Interests in such Person.

"Affiliated Project Documents" means those Project Documents listed in Schedule 5.11 and identified as Affiliate agreements.

"Agents" means, collectively, the Administrative Agent, the Collateral Agent, and the Accounts Bank.

"Aggregate Construction Loan Commitment" means, collectively, the aggregate of the In-Progress Plant 1 Aggregate Construction Loan Commitment, the In-Progress Plant 2 Aggregate Construction Loan Commitment, the Greenfield Plant 1 Aggregate Construction Loan Commitment, the Greenfield Plant 2 Aggregate Construction Loan Commitment, and the Greenfield Plant 3 Aggregate Construction Loan Commitment.

"Aggregate Term Loan Commitment" means three hundred million Dollars ($300,000,000), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"Aggregate Tranche Commitment" means, (a) with respect to Tranche B Lenders, fifty million Dollars ($50,000,000) (as the same may be increased or reduced in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation)) and (b) with respect to Tranche A Lenders, two hundred fifty million Dollars ($250,000,000) (as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation).

"Aggregate Working Capital Loan Commitment" means, as of any date of determination, the lesser of (a) the sum of the Borrowing Bases for each Plant (or, prior to the Commercial Operation Date of any Plant, five million Dollars ($5,000,000)) as of such date of determination, and (b) twenty-five million Dollars ($25,000,000), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

Exhibit A - - 2

"Agreement" has the meaning set forth in the Preamble.

"Agricultural Market Consultant" means Muse, Stancil & Co., or any replacement agricultural market consultant appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, reasonably acceptable to the Borrower's Agent (which acceptance shall not be unreasonably withheld or delayed).

"ALTA 122 Endorsement" means an endorsement in substantially the form of Exhibit 6.02(g).

"Ancillary Documents" means, with respect to each Additional Project Document, the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and, in the case of items (i), (ii) and (iv), the Collateral Agent:

(i)

each security instrument and agreement necessary or desirable to grant to the Collateral Agent a first priority perfected Lien (subject only to Permitted Liens) in such Additional Project Document and all property interests received by any Borrower in connection therewith;

(ii)

all recorded UCC financing statements and other filings required to perfect such Lien;

(iii)

if reasonably requested by the Administrative Agent, opinions of counsel for the Borrowers addressing such matters relating to such document, each applicable Security Document and Lien as the Administrative Agent may reasonably request;

(iv)

if reasonably requested by the Administrative Agent, the Borrowers shall use their best efforts to obtain a Consent with respect to such Additional Project Document from each Project Party thereto, and shall use their best efforts to obtain an opinion of counsel to such Project Party addressing matters relating to such Additional Project Document and such Consent as the Administrative Agent may reasonably request; provided, that if such Consent cannot be obtained, the relevant Additional Project Document shall be freely assignable by the applicable Borrower(s) to the Collateral Agent and to a transferee in foreclosure, in each such case without any consent or approval of such Project Party; and

Exhibit A - - 3

(v)

if reasonably requested by the Administrative Agent, certified evidence of the authorization of such Additional Project Document by each Borrower that is a party thereto.

"Applicable Margin" means (i) with respect to the Tranche A Loans, the Tranche A Applicable Margin, (ii) with respect to the Tranche B Loans, the Tranche B Applicable Margin, and (iii) with respect to the Working Capital Loans, the Working Capital Loan Applicable Margin, as the context requires.

"Appraiser" means Natwick & Associates or any replacement appraiser appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, reasonably acceptable to the Borrowers' Agent (which acceptance shall not be unreasonably withheld or delayed).

"Approved Fund" means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Approved Performance Test Protocols" means the protocols for conducting Performance Tests set forth in Schedule 7.01(k)-B as the same may be updated or amended with the prior written consent of the Independent Engineer and Administrative Agent.

"Auditors" means those nationally recognized independent auditors selected by the Borrowers (including Hein & Associates) and approved by the Administrative Agent, acting reasonably; provided, that approval of the Administrative Agent shall not be required for the appointment of any United States domiciled accounting firm that (i) ranks among the top sixty-seven (67) accounting firms in the United States by size and (ii) has total revenues of at least thirty million Dollars ($30,000,000), of which at least fifty percent (50%) of such revenues are derived from conducting audit work (in which case the Borrowers' Agent shall provide a written notice to the Administrative Agent of any such change in the Auditors).

"Authorized Officer" means (i) with respect to any Person that is a corporation, the president, any vice president, the treasurer or the chief financial officer of such Person, (ii) with respect to any Person that is a partnership, an Authorized Officer of a general partner of such Person, (iii) with respect to any Person that is a limited liability company, any manager, the president, any vice president, the treasurer or the chief financial officer of such Person, or an Authorized Officer of the managing member of such Person, or (iv) with respect to any Person, such other representative of such Person that is approved by the Administrative Agent in writing who, in each such case, has been named as an Authorized Officer on a certificate of incumbency of such Person delivered to the Administrative Agent and the Accounts Bank on or after the date hereof.

Exhibit A - - 4

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy" or any successor statute, and all rules promulgated thereunder.

"Base Rate" means, for any day, a fluctuating rate per annum equal to the higher of (i) the Federal Funds Effective Rate plus one-half of one percent (0.50%) and (ii) the rate of interest in effect for such day as publicly announced from time to time by WestLB as its "prime rate." The "prime rate" is a rate set by WestLB based upon various factors including WestLB's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by WestLB shall take effect at the opening of business on the day specified in the public announcement of such change.

"Base Rate Loan" means any Loan bearing interest at a rate determined by reference to the Base Rate and the provisions of Article II (Commitments and Funding).

"Blocked Account Agreement" means an agreement, in substantially the form attached hereto as Exhibit 7.02(i) (or, if requested by the Borrowers, such other form reasonably satisfactory to the Administrative Agent and the Collateral Agent), with respect to a Local Account among the Borrower in whose name such Local Account has been opened, the bank with whom such Local Account was opened and the Collateral Agent.

"Boardman" has the meaning set forth in the Preamble.

"Boardman Deed of Trust" means the Leasehold Trust Deed, Security Agreement, Financing Agreement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, be made by Boardman to Stewart Title Guaranty Company, as trustee, for the benefit of the Collateral Agent, as beneficiary.

"Boardman Insurance and Condemnation Proceeds Account" has the meaning provided in Section 8.01(m) (Establishment of Project Accounts).

"Boardman Lease" means the lease dated April 20, 2006 between the Port of Morrow and Boardman.

Exhibit A - - 5

"Boardman Plant" means the ethanol production facility located at Boardman, Oregon, with an expected capacity of approximately forty (40) million gallons-per-year of denatured ethanol, including the Site on which such facility is located, and all buildings, structures, improvements, easements and other property related thereto.

"Boardman Pledge Agreement" means the Pledge and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, among Pacific Holding, Boardman and the Collateral Agent, pursuant to which Pacific Holding pledges one hundred percent (100%) of the Equity Interests in Boardman to the Collateral Agent.

"Boardman Security Agreement" means the Assignment and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, made by Boardman in favor of the Collateral Agent.

"Boardman Warranty Account" has the meaning provided in Section 8.01(s) (Establishment of Accounts).

"Borrower LLC Agreements" means, collectively, the Pacific Holding LLC Agreement, the Madera LLC Agreement, the Boardman LLC Agreement, the Stockton LLC Agreement, the Brawley LLC Agreement, and the Burley LLC Agreement.

"Borrowers" has the meaning set forth in the Preamble.

"Borrowers' Agent" means Pacific Holding, in its capacity as agent for the Borrowers in accordance with Section 11.05 (Borrowers' Agent).

"Borrowing Base" means, on any given date and with respect to each Borrower whose Plant has achieved its Commercial Operation Date, an amount equal to, eighty percent (80%) of the sum of, without duplication:

(i)

the face amount (less reserves, maximum discounts, credits and allowances that may be taken by or granted to the Account Debtor thereof in connection therewith) of all Eligible Accounts for such Plant that are set forth in the Borrowing Base Certificate then most recently delivered by the Borrowers' Agent to the Administrative Agent; and

Exhibit A - - 6

(ii)

the Value of no more than sixty (60) days' Eligible Inventory for such Plant (less reserves, maximum discounts, credits and allowances that may be taken by or granted to the Account Debtor thereof in connection therewith) as set forth in the Borrowing Base Certificate then most recently delivered by the Borrowers' Agent to the Administrative Agent.

"Borrowing Base Certificate" means a certificate setting forth the Borrowing Base of each Borrower as of the date of such certificate, substantially in the form of Exhibit 7.03(n).

"Brawley" has the meaning set forth in the Preamble.

"Brawley Construction Account" has the meaning provided in Section 8.01(d) (Establishment of Project Accounts).

"Brawley Construction Budget" means the budget attached hereto as Schedule 7.02(t) that sets forth all categories of costs and expenses required in connection with the development, construction, start-up, and testing of the Brawley Plant, including all construction costs and non-construction costs, all costs under the Brawley Construction Contracts, all interest, taxes and other carrying costs related to the Construction Loans for the Brawley Plant, and costs related to the construction of the facilities described under the Project Documents relating to the Brawley Plant, as updated from time to time in accordance with Section 6.04(h) (Conditions to First Funding for Each Greenfield Plant –Construction Schedule and Updated Budget) and Section 7.02(t) (Negative Covenants - Construction Budget).

"Brawley Construction Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.05, duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Brawley Construction Account.

"Brawley Deed of Trust" means the Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, in substantially the form of Exhibit 6.04(g)-A (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Brawley to Stewart Title Guaranty Company, as trustee, for the benefit of the Collateral Agent, as beneficiary.

Exhibit A - - 7

"Brawley Equity Contributions" means the aggregate total amount of (i) the Brawley Required Equity Contribution (following the contribution of such amounts to Brawley and their application to Brawley Project Costs) and (ii) all other equity contributed to Brawley and applied to Brawley Project Costs.

"Brawley Insurance and Condemnation Proceeds Account" has the meaning provided in Section 8.01(o) (Establishment of Project Accounts).

"Brawley Option Agreement" means that certain option agreement dated August 22, 2005, between Pacific Ethanol and American Grain, LLC for approximately sixty (60) acres in Imperial, California (which shall be assigned by Pacific Ethanol to Brawley prior to the initial Funding Date for the Brawley Plant).

"Brawley Plant" means the ethanol production facility located at Brawley, California, with a design basis capacity of approximately fifty (50) million gallons-per-year of denatured ethanol, including the Site on which such facility is located, and all buildings, structures, improvements, easements and other property related thereto.

"Brawley Pledge Agreement" means the Pledge and Security Agreement, in substantially the form of Exhibit 6.04(g)-B (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be entered into among Pacific Holding, Brawley and the Collateral Agent, pursuant to which Pacific Holding will pledge one hundred percent (100%) of the Equity Interests in Brawley to the Collateral Agent.

"Brawley Project Costs" means the following costs and expenses incurred by the Borrowers in connection with the Brawley Plant prior to the Commercial Operation Date for the Brawley Plant and set forth in the then-current Brawley Construction Budget or otherwise approved in writing by the Administrative Agent (in consultation with the Independent Engineer):

(i)

costs incurred by the Borrowers under the Brawley Construction Contracts, and other costs directly related to the acquisition, site preparation, design, engineering, construction, installation, start-up, and testing of the Brawley Plant;

(ii)

fees and expenses incurred by or on behalf of the Borrowers and allocated to the Brawley Plant in connection with the development of the Project and the consummation of the transactions contemplated by this Agreement, including financial, accounting, legal, surveying and consulting fees, and the costs of preliminary engineering;

Exhibit A - - 8

(iii)

interest and Fees on the Construction Loans for the Brawley Plant;

(iv)

financing fees and expenses in connection with the Loans and the fees, costs and expenses of the Agents' counsel, any Interest Rate Protection Provider's counsel and the Consultants that are allocated to the Brawley Plant;

(v)

insurance premiums with respect to the Title Insurance Policy for the Brawley Plant and the insurance for the Brawley Plant required pursuant to Section 7.01(h) (Affirmative Covenants - Insurance);

(vi)

costs of corn and natural gas utilized for commissioning, Performance Tests for, and operation of, the Brawley Plant prior to its Commercial Operation Date; and

(vii)

all other costs and expenses included in the then-current Brawley Construction Budget.

"Brawley Required Equity Contribution" means, as of the initial Funding Date for the Brawley Plant, an amount equal to the aggregate total amount of Project Costs in the Construction Budget for the Brawley Plant approved pursuant to Section 6.04(h)(i) (Conditions to First Funding for Each Greenfield Plant - Construction Schedule and Updated Budget) minus (x) five million Dollars ($5,000,000) and (y) the lesser of (A) forty-five million Dollars ($45,000,000) or (B) an amount equal to forty percent (40%) of such aggregate Project Costs.

"Brawley Security Agreement" means the Assignment and Security Agreement, substantially the form of Exhibit 6.04(g)-C (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Brawley in favor of the Collateral Agent.

"Brawley Warranty Account" has the meaning provided in Section 8.01(u) (Establishment of Project Accounts).

"Burley" has the meaning set forth in the Preamble.

"Burley Construction Account" has the meaning provided in Section 8.01(e) (Establishment of Project Accounts).

Exhibit A - - 9

"Burley Construction Budget" means the budget attached hereto as Schedule 7.02(t) that sets forth all categories of costs and expenses required in connection with the development, construction, start-up, and testing of the Burley Plant, including all construction costs and non-construction costs, all costs under the Burley Construction Contract, all interest, taxes and other carrying costs related to the Construction Loans for the Burley Plant, and costs related to the construction of the facilities described under the Project Documents relating to the Burley Plant, as updated from time to time in accordance with Section 6.04(h) (Conditions to First Funding for Each Greenfield Plant –Construction Schedule and Updated Budget) and Section 7.02(t) (Negative Covenants - Construction Budget).

"Burley Construction Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.05, duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Burley Construction Account.

"Burley Deed of Trust" means the Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, in substantially the form of Exhibit 6.04(g)-A (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Burley to the Collateral Agent.

"Burley Equity Contributions" means the aggregate total amount of (i) the Burley Required Equity Contribution (following the contribution of such amounts to Burley and their application to Burley Project Costs) and (ii) all other equity contributed to Burley and applied to Burley Project Costs.

"Burley Insurance and Condemnation Proceeds Account" has the meaning provided in Section 8.01(p) (Establishment of Project Accounts).

"Burley Option Agreement" means that certain option agreement dated July 17, 2006 between Pacific Ethanol and Glen Larson and Carol Larson, as amended by first amendment dated September 15, 2006, for approximately one hundred sixty (160) acres in Cassia County, Idaho (which shall be assigned by Pacific Ethanol to Burley prior to the initial Funding Date for the Burley Plant).

"Burley Plant" means the ethanol production facility located at Burley, Idaho, with a design basis capacity of approximately fifty (50) million gallons-per-year of denatured ethanol, including the Site on which such facility is located, and all buildings, structures, improvements, easements and other property related thereto.

Exhibit A - - 10

"Burley Pledge Agreement" means the Pledge and Security Agreement, in substantially the form of Exhibit 6.04(g)-B (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be entered into among Pacific Holding, Burley and the Collateral Agent, pursuant to which Pacific Holding will pledge one hundred percent (100%) of the Equity Interests in Burley to the Collateral Agent.

"Burley Project Costs" means the following costs and expenses incurred by the Borrowers in connection with the Burley Plant prior to the Commercial Operation Date for the Burley Plant and set forth in the then-current Burley Construction Budget or otherwise approved in writing by the Administrative Agent (in consultation with the Independent Engineer):

(i)

costs incurred by the Borrowers under the Burley Construction Contracts, and other costs directly related to the acquisition, site preparation, design, engineering, construction, installation, start-up, and testing of the Burley Plant;

(ii)

fees and expenses incurred by or on behalf of the Borrowers and allocated to the Burley Plant in connection with the development of the Project and the consummation of the transactions contemplated by this Agreement, including financial, accounting, legal, surveying and consulting fees, and the costs of preliminary engineering;

(iii)

interest and Fees on the Construction Loans for the Burley Plant;

(iv)

(v)

insurance premiums with respect to the Title Insurance Policy for the Burley Plant and the insurance for the Burley Plant required pursuant to Section 7.01(h) (Affirmative Covenants - Insurance);

(vi)

costs of corn and natural gas utilized for commissioning, Performance Tests for, and operation of, the Burley Plant prior to its Commercial Operation Date; and

Exhibit A - - 11

(vii)

all other costs and expenses included in the then-current Burley Construction Budget.

"Burley Required Equity Contribution" means, as of the initial Funding Date for the Burley Plant, an amount equal to the aggregate total amount of Project Costs in the Construction Budget for the Burley Plant approved pursuant to Section 6.04(h)(i) (Conditions to First Funding for Each Greenfield Plant - Construction Schedule and Updated Budget) minus (x) five million Dollars ($5,000,000) and (y) the lesser of (A) forty-five million Dollars ($45,000,000) or (B) an amount equal to forty percent (40%) of such aggregate Project Costs.

"Burley Security Agreement" means the Assignment and Security Agreement, in substantially the form of Exhibit 6.04(g)-C (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Burley in favor of the Collateral Agent.

"Burley Warranty Account" has the meaning provided in Section 8.01(v) (Establishment of Project Accounts).

"Business Day" means:

(i)

any day that is neither a Saturday or Sunday nor a day on which commercial banks are authorized or required to be closed in Sacramento, California or New York, New York; and

(ii)

relative to the making, continuing, prepaying or repaying of any Eurodollar Loans, any day on which dealings in Dollars are carried on in the London interbank market.

"Business Interruption Insurance Proceeds" means all proceeds of any insurance policies required pursuant to this Agreement or otherwise obtained with respect to any Borrower, any Plant or the Project relating to business interruption or delayed start-up.

"Buy-Down L.D. Reimbursement" means, in the event that the Commitments for any Plant are reduced on such Plant's Commercial Operation Date in accordance with Section 2.08(e) (Termination or Reduction of Commitments), any performance liquidated damages paid or payable to the Borrowers (up to, and not in excess of, any such reduction) with respect to such Plant may be paid or distributed to Pacific Ethanol.

Exhibit A - - 12

"Capitalized Lease Liabilities" of any Person means all monetary obligations of such Person under any leasing or similar arrangement that, in accordance with GAAP, would be classified as capitalized leases on a balance sheet of such Person or otherwise disclosed as such in a note to such balance sheet and, for purposes of the Financing Documents, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"Cash Equivalents" means:

(a) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case maturing within one (1) year from the date of acquisition thereof;

(b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA- or higher from S&P or Aa3 or higher from Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(c) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(d) investments in certificates of deposit, banker's acceptances and time deposits maturing within 270 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America, any State thereof, any country that is a member of the Organisation for Economic Co-Operation and Development or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(e) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) of this definition; and

(f) investments in "money market funds" within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (e) of this definition.

Exhibit A - - 13

"Cash Flow" means, for any period, the sum (without duplication) of the following: (i) all cash paid to the Borrowers during such period in connection with the Ethanol Offtake Agreements, DG Offtake Agreements and any other sales of Products, (ii) all interest and investment earnings paid to the Borrowers or the Project Accounts during such period on amounts on deposit in the Project Accounts, (iii) all cash paid to the Borrowers during such period as Business Interruption Insurance Proceeds or liability insurance proceeds (but only to the extent that such liability insurance proceeds represent reimbursement of third party claims already paid by the Borrowers) and (iv) all other cash paid to the Borrowers during such period; provided, however, that Cash Flow shall not include any proceeds of the Loans or any other Indebtedness incurred by any Borrower (other than payments (excluding payments of Swap Termination Value) made to any Borrower pursuant to any Permitted Commodity Hedging Arrangements); Insurance Proceeds; Condemnation Proceeds; Required Equity Contributions; Required Subordinated Debt Disbursements; any amounts paid pursuant to the Sponsor Support Agreement; any amounts drawn under, or paid pursuant to, any Debt Service Reserve Letter of Credit; proceeds from any disposition of assets of any Plant or any Borrower (other than Products); tax refunds; amounts received, whether by way of a capital contribution or otherwise, from any holders of Equity Interests of any Borrower (other than payments made under the Affiliated Project Documents when due and payable in accordance with the terms thereof and the terms of the Financing Documents); and any other extraordinary or non-cash income or receipt of any Borrower under GAAP; provided, further, that any proceeds of Permitted Commodity Hedging Arrangements that are treated as Cash Flow shall be calculated on a net basis taking into account any related payments required to be made by the Borrowers.

"Cash Flow Available for Debt Service" means, for any period, an amount equal to the amount of Cash Flow deposited in the Revenue Account during such period minus all amounts paid during such period (i) prior to the Conversion Date, pursuant to priorities first and second of Section 8.08(b) (Revenue Account) and (ii) on and after the Conversion Date, pursuant to priorities first and second of Section 8.08(c) (Revenue Account).

"Casualty Event" means an event that causes any Plant, or any material portion thereof, to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards guidelines and publications issued thereunder.

"Change of Control" means any transaction or series of related transactions (including any merger or consolidation) the result of which is that (i) Pacific Holding fails to maintain, directly, legally or beneficially, one hundred percent (100%) of the Equity Interests of any of Madera, Boardman, Stockton, Brawley, or Burley, (ii) the Pledgor fails to maintain directly, legally or beneficially, one hundred percent (100%) of the Equity Interests of Pacific Holding (other than any Equity Interest held by an Independent Member), (iii) Pacific Ethanol fails to maintain, directly or indirectly, legally or beneficially, fifty-one percent (51%) of the Equity Interests of each of the Borrowers, or (iv) twenty percent (20%) or more of the Equity Interests of any Borrower are indirectly, legally or beneficially owned by, or under common control of, any Person other than those identified in clauses (i) through (iii) above.

Exhibit A - - 14

"Change Order" means each "Change Order" (if any) as described in any Construction Contract.

"Closing Date" means the date on which all the conditions set forth in Section 6.01 (Conditions to Closing) have been satisfied or waived.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means all assets of and Equity Interests in the Borrowers, whether now owned or hereinafter acquired, upon which a Lien is purported to be created by any Security Document then in effect or contemplated to be in effect.

"Collateral Agent" means WestLB AG, New York Branch, in its capacity as collateral agent for the Senior Secured Parties under the Financing Documents, and includes each other Person that may, from time to time be appointed as successor Collateral Agent pursuant to Section 10.06 (Resignation or Removal of Agent).

"Commercial Operation Date" means with respect to any Plant, the date (which for each Plant shall occur on or before the Conversion Date Certain) on which the following conditions have been satisfied for such Plant, as certified by the Borrowers' Agent and confirmed in writing by the Independent Engineer in a Commercial Operation Date Certificate completed to the reasonable satisfaction of the Administrative Agent:

(i)

construction of such Plant shall have been completed (other than punch list items) and such Plant shall be ready to grind corn and begin operation for its intended use as an ethanol production facility at its design basis capacity;

(ii)

the Performance Test, in accordance with the Approved Performance Test Protocols shall have been completed and shall have demonstrated that such Plant has achieved the Minimum Performance Criteria, while meeting air emissions requirements;

(iii)

training shall have been completed for all required Plant personnel in a manner that is reasonably satisfactory to the Independent Engineer;

Exhibit A - - 15

(iv)

the Borrowers shall have received a plant operation manual and plant maintenance manual, associated documents, training manuals, final safety plans, and all materials and documents provided by the Construction Contractors and other manufacturers, suppliers and vendors for such Plant, and in each case, shall have been reviewed by the Independent Engineer;

(v)

the Borrowers shall have received preliminary construction drawings for such Plant;

(vi)

all construction costs for such Plant, except in an aggregate amount not to exceed five million Dollars ($5,000,000) and with respect to which the full amount of such costs has been reserved, shall have been fully paid (other than amounts that are subject to a Contest) and the Administrative Agent shall have received reasonably satisfactory evidence (for example, an ALTA 122 Endorsement to the applicable Title Policy) that there are no mechanic's, workmen's, materialmen's or other similar Liens or other claims on any part of such Plant, Site, or other assets relating to the work or services of such Plant provided by the Construction Contractors or any of their subcontractors (other than Liens that are subject to a Contest);

(vii)

each Construction Contractor and each subcontractor for such Plant shall have provided all satisfactory Lien waivers, other than with respect to punch list items and work done by the Construction Contractor and subcontractors, taken as a whole, with respect to which payments do not exceed, in the aggregate, one million Dollars ($1,000,000) (other than Liens that are subject to a Contest); and

(viii)

all Necessary Project Approvals required to be obtained at such time with respect to such Plant shall have been obtained.

Exhibit A - - 16

"Commercial Operation Date Certificate" means a certificate of the Independent Engineer and the Borrowers' Agent, in substantially the form of Exhibit 6.02(a), confirming that the Commercial Operation Date has occurred.

"Commitment Fee" has the meaning provided in Section 3.13(a) (Fees).

"Commitment Percentage" means, as to any Lender at any time, such Lender's Construction Loan Commitment Percentage, Term Loan Commitment Percentage, or Working Capital Loan Commitment Percentage, as the context may require.

"Commitments" means, with respect to each Lender, as applicable, such Lender's Construction Loan Commitment, Term Loan Commitment or Working Capital Loan Commitment, as the context may require.

"Commodity Hedging Arrangements" means any arrangement to hedge the price of corn purchases, ethanol sales, Distillers Grains sales or natural gas purchases.

"Commodity Risk Management Plans" means risk management plans prepared by the Borrowers and approved by the Administrative Agent pursuant to Section 7.01(w) (Affirmative Covenants - Commodity Hedging Programs) setting forth terms and conditions relating to any Commodity Hedging Arrangements from time to time proposed to be entered into by the Borrowers, including any updates made to such risk management plans with the approval of the Administrative Agent.

"Condemnation Proceeds" means any amounts and proceeds of any kind (including instruments) payable in respect of any Event of Taking.

"Confidential Information Memorandum" means the information memorandum, dated December 2006, together with any updates related thereto, describing the Project.

"Consents" means each Consent and Agreement entered into among a Project Party, the Borrowers, and the Collateral Agent, each in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

"Construction Accounts" means, collectively, the Construction Holding Account, the Stockton Construction Account, the Brawley Construction Account and the Burley Construction Account.

Exhibit A - - 17

"Construction Budgets" means, collectively, the Stockton Construction Budget, the Brawley Construction Budget and the Burley Construction Budget.

"Construction Contractors" means each party, other than the Borrowers, to each Construction Contract.

"Construction Contracts" means collectively, (i) the construction contracts identified on Schedule 5.11 to which any of Parsons and Delta-T are parties, (ii) each CMSA, (iii) all material contracts relating to construction of each of the Greenfield Plants that, individually or in the aggregate, address the same scope of construction requirements as the Boardman Plant construction contracts described in clause (i) of this definition, (iv) any additional contracts relating to the construction of any Greenfield Plant addressing matters that are critical to the construction of such Greenfield Plant and (v) any Additional Project Document related to construction matters.

"Construction Holding Account" has the meaning set forth in Section 8.01(b) (Establishment of Project Accounts).

"Construction Holding Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.04, duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Construction Holding Account.

"Construction Loan Commitment" means, with respect to each Construction/Term Lender, such Lender's Tranche A Construction Loan Commitment and/or Tranche B Construction Loan Commitment, as applicable.

"Construction Loan Commitment Percentage" means, as to any Lender at any time, the percentage that such Lender's Construction Loan Commitment then constitutes of the Aggregate Construction Loan Commitment.

"Construction Loan Maturity Date" means the earlier of (a) the Conversion Date and (b) the Conversion Date Certain.

"Construction Loans" means, collectively, the In-Progress Plant 1 Construction Loans, the In-Progress Plant 2 Construction Loans, the Greenfield Plant 1 Construction Loans, the Greenfield Plant 2 Construction Loans, and the Greenfield Plant 3 Construction Loans.

"Construction Manager" means the Pledgor or any successor pursuant to a CMSA (or any replacement thereof).

Exhibit A - - 18

"CMSA" means each Construction Management Services Agreement between any Borrower and the Construction Manager.

"Construction Notes" means the promissory notes of each Borrower, substantially in the form of Exhibit 2.07, evidencing Construction Loans.

"Construction Schedule" means, with respect to each Greenfield Plant, the schedule for construction of such Plant, approved in writing by the Administrative Agent and the Independent Engineer in accordance with Section 6.04(h) (Conditions to First Funding for Each Greenfield Plant - Construction Schedule and Updated Budget), as the same may be amended from time to time with the prior written approval of the Administrative Agent and the Independent Engineer.

"Construction/Term Lenders" means, collectively, the Tranche A Lenders and the Tranche B Lenders.

"Construction Withdrawal Certificate" means a Construction Holding Withdrawal Certificate, Stockton Construction Withdrawal Certificate, Brawley Construction Withdrawal Certificate, and/or Burley Construction Withdrawal Certificate, as the case may be.

"Consultants" means the Independent Engineer, the Insurance Consultant, the Ethanol Market Consultant, and the Agricultural Market Consultant.

"Contest" means, with respect to any matter or claim involving any Person, that such Person is contesting such matter or claim in good faith and by appropriate proceedings timely instituted; provided, that the following conditions are satisfied: (a) such Person has posted a bond or other security (which may include funds reserved in an appropriate Project Account) reasonably acceptable to the Administrative Agent (or, prior to the Commercial Operation Date for any Plant with respect to which a Funding has been made, the Borrowers have demonstrated to the reasonable satisfaction of the Administrative Agent that adequate Loan proceeds will be available to cover such claim relating to such Plant); (b) during the period of such contest, the enforcement of any contested item is effectively stayed; (c) none of such Person or any of its officers, directors or employees, or any Senior Secured Party or its respective officers, directors or employees, is or could reasonably be expected to become subject to any criminal liability or sanction in connection with such contested items; and (d) such contest and any resultant failure to pay or discharge the claimed or assessed amount does not, and would not reasonably be expected to (i) result in a Material Adverse Effect or (ii) involve a material risk of the sale, forfeiture or loss of, or the creation, existence or imposition of any Lien (other than a Permitted Lien) on, any of the Collateral.

Exhibit A - - 19

"Contingency Line Item" means the Line Item in each Construction Budget identified as "contingency" that is intended to cover the eventuality of unforeseen Project Costs for the relevant Plant.

"Contingent Liabilities" means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation under any contingent liabilities shall (subject to any limitation set forth therein) be deemed for purposes of this Agreement to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby; provided, however, that if the maximum amount of the debt, obligation or other liability guaranteed thereby has not been established, the amount of such contingent liability shall be the maximum reasonably anticipated amount of the debt, obligation or other liability; provided, further, that any agreement to limit the maximum amount of such Person's obligation under such contingent liability shall not, of and by itself, be deemed to establish the maximum reasonably anticipated amount of such debt, obligation or other liability.

"Contract Disclosure Update" means a written notice delivered by the Borrowers' Agent to the Administrative Agent, providing any updates to Schedule 5.11 with respect to any material contracts, agreements, instruments or other documents (other than the Financing Documents) to which any Borrower has become a party after the date hereof.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Conversion Date" means, the Business Day upon which all the conditions precedent set forth in Section 6.07 (Conditions to Term Loan Funding) shall have been satisfied (or waived in accordance with the terms of this Agreement) and the Construction Loans are converted to Term Loans.

"Conversion Date Certain" means the date that is twenty (20) months from the date hereof.

"Corn Supplier" means Pacific Ag Products or any other counterparty to a Grain Supply Agreement.

Exhibit A - - 20

"Current Priority Subordinated Interest" means, with respect to any Quarterly Period, interest that has accrued, and is due and payable, on the Priority Subordinated Loans during such Quarterly Period, but expressly excluding any such interest that accrued on the Priority Subordinated Loans in any previous Quarterly Period.

"DDG" means dried distillers grains (if any) produced by the Borrowers at the Project.

"Debt Service" means, for any period, the sum of (i) all fees (including Fees) scheduled to become due and payable during such period to the Senior Secured Parties, (ii) interest on the Loans (taking into account any payments received under Interest Rate Protection Agreements) scheduled to become due and payable during such period to the Senior Secured Parties, (iii) principal payments of the Loans (excluding the Required Cash Sweep and any other mandatory prepayments) scheduled to become due and payable during such period to the Senior Secured Parties and (iv) all payments due by the Borrowers pursuant to Section 4.03 (Increased Eurodollar Loan Costs) and Section 4.07(a) (Taxes) with respect to such scheduled principal, interest and fees.

"Debt Service LC Waiver Letter" means, with respect to any Debt Service Reserve Letter of Credit, a waiver letter from the issuer thereof in substantially the form of Annex E to Exhibit 8.12.

"Debt Service Reserve Account" has the meaning set forth in Section 8.01(j) (Establishment of Project Accounts).

"Debt Service Reserve Letter of Credit" means an irrevocable, standby letter of credit in substantially the form of Exhibit 8.12, accompanied by a Debt Service LC Waiver Letter, issued by an Acceptable Bank in favor of the Collateral Agent which has the following minimum terms:

(i)

a term of not less than three hundred sixty-four (364) days (or, if the Final Maturity Date is less than three hundred sixty four (364) days from the date such Debt Service Reserve Letter of Credit is issued, a term ending no earlier than the date that is five (5) Business Days following the Final Maturity Date);

(ii)

allows the Collateral Agent to make a drawdown of the Stated Amount in each of the circumstances described in Section 8.12(c) (Debt Service Reserve Account); and

Exhibit A - - 21

(iii)

the reimbursement and other payment obligations with respect to such letter of credit are not for the account of any Borrower, any Plant or the Project.

"Debt Service Reserve Requirement" means, as of any date, the amount equal to the projected scheduled Debt Service payable in respect of the succeeding six (6) months.

"Debtor Relief Laws" means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

"Default" means any condition, occurrence or event that, after notice or passage of time or both, would be an Event of Default.

"Default Rate" has the meaning set forth in Section 3.06(b) (Post-Maturity Interest Rates; Default Interest Rates).

"Deferred Approvals" has the meaning set forth in Section 5.03(a) (Governmental Approvals).

"Deferred Contracts" has the meaning provided in Section 5.11(b)(iii) (Contracts).

"Delta-T" Delta-T Corporation, a Virginia corporation.

"DG Offtake Agreements" means any agreement relating to the sale or Distillers Grains by any Borrower with a scheduled term in excess of one year and with payments thereunder expected to be in excess of three million Dollars ($3,000,000), including the Madera DG Agreement and each agreement between any Borrower and Pacific Ag Products relating to the sale or marketing of Distillers Grains.

"Discharge Date" means the date on which (a) all outstanding Commitments have been terminated and (b) all amounts payable in respect of the Obligations have been irrevocably paid in full in cash (other than obligations under the Financing Documents that by their terms survive and with respect to which no claim has been made by the Senior Secured Parties).

"Distillers Grains" means DDG, WDG, and any other form of distillers grain products (including syrup) marketed by any Borrower from time to time.

Exhibit A - - 22

"Dollar" and the sign "$" mean lawful money of the United States.

"Domestic Office" means, relative to any Lender, the office of such Lender designated on Schedule 1.01(a) or designated in the Lender Assignment Agreement pursuant to which such Lender became a Lender hereunder or such other office of a Lender (or any successor or assign of such Lender) within the United States as may be designated from time to time by written notice from such Lender, as the case may be, to the Borrowers' Agent and the Administrative Agent.

"Drawdown Schedule" means, with respect to each of the Construction Loans for the Madera Plant, the Construction Loans for the Boardman Plant, the Construction Loans for the Stockton Plant, the Construction Loans for the Brawley Plant, and the Construction Loans for the Burley Plant, the schedule set forth on Schedule 6.01(q), as the same may be amended from time to time with the approval of the Administrative Agent and the Independent Engineer.

"Eligible Accounts" means, with respect to each Borrower, all Accounts of such Borrower that meet each of the following requirements:

(i)

it arises from either (i) the delivery of Products or grain storage and unloading services performed by such Borrower, which services have been fully performed and, if applicable, acknowledged and/or accepted by the Account Debtor with respect thereto or (ii) the sale or lease of goods by such Borrower, and if it arises from the sale of goods, such goods have been shipped or delivered to the Account Debtor thereof;

(ii)

it is a valid, legally enforceable obligation of the Account Debtor thereunder, and is not subject to any reserve, discount, credit, allowance (except any reserve, discount, credit or allowance that has been deducted in computing the net amount thereof), offset, counterclaim or other defense on such Account Debtor's part or to any claim on such Account Debtor's part denying liability thereunder in whole or in part;

(iii)

it is subject to a perfected Lien in the Collateral Agent's favor, for the benefit of the Senior Secured Parties, and is not subject to any other Lien, except for Permitted Liens;

Exhibit A - - 23

(iv)

it is evidenced by an invoice (dated no later than the date of shipment to the Account Debtor or performance and having a due date not more than sixty (60) days after the date of such invoice) rendered to such Account Debtor, and is not evidenced by any instrument or chattel paper;

(v)

it is payable in Dollars;

(vi)

it is not owing by any Governmental Authority;

(vii)

it is not owing by any Account Debtor residing, located or having its principal activities or place of business outside the United States, unless the sale of goods giving rise to such Account is credit enhanced by means of a letter of credit, bankers' acceptance or other credit support that is satisfactory to the Administrative Agent and, if required by the Administrative Agent, has been delivered to the Administrative Agent and is directly drawable by the Administrative Agent;

(viii)

it is not owing by any Account Debtor involved in any Insolvency Proceeding or with respect to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

(ix)

it is not owing by any Affiliate of such Borrower, other than pursuant to an Affiliated Project Document;

(x)

it is not unpaid more than sixty (60) days after the invoice date;

(xi)

it is not owing by an Account Debtor that has amounts outstanding more than sixty (60) days after the due date of any invoice;

(xii)

it is not an Account arising in a transaction where goods are sold on consignment or are sold pursuant to a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional; and

Exhibit A - - 24

(xiii)

it is not an Account as to which the Administrative Agent, at any time or times hereafter, determines, in its reasonable judgment and in good faith, that the prospect of payment or performance by the Account Debtor thereof is or will be impaired in any material respect.

An Account of such Borrower that is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall immediately cease to be an Eligible Account; provided, that if such an ineligible Account subsequently meets all of the foregoing requirements, it shall again be deemed an Eligible Account.

"Eligible Assignee" means (a) any Lender, (b) an Affiliate of any Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing (and any with respect only to Tranche A Lenders or Working Capital Lenders, in either such case following the occurrence of a Successful Syndication) the Borrower's Agent (each such approval not to be unreasonably withheld or delayed).

"Eligible Inventory" means, with respect to each Borrower, the Inventory of such Borrower that meets each of the following requirements:

(i)

in the case of Inventory consisting of corn or other grain feedstock, or denaturant, such corn, other grain feedstock or denaturant that is readily usable for the operation of the relevant Plant in the ordinary course of business;

(ii)

in the case of Inventory consisting of Products, such Products that are readily marketable by the relevant Plant in the ordinary course of business;

(iii)

in the case of goods held for sale, the value thereof is adjusted to its then-current market value;

(iv)

it is owned by the relevant Borrower and is subject to a perfected Lien in the Collateral Agent's favor, for the benefit of the Senior Secured Parties, and is not subject to any other Lien, except for Permitted Liens;

(v)

it is not consigned Inventory;

(vi)

it is located only at one of the Sites or at such other location as is approved in writing by the Administrative Agent; and

Exhibit A - - 25

(vii)

the Administrative Agent, in its reasonable judgment and in good faith, has not determined that it is unacceptable or should be price-adjusted in any material respect due to age, type, quality, category and/or quantity.

Any of the Inventory of such Borrower that is at any time Eligible Inventory, but which subsequently fails to meet any of the foregoing requirements, shall immediately cease to be Eligible Inventory; provided, that if such ineligible Inventory subsequently meets all of the foregoing requirements, it shall again be deemed Eligible Inventory.

"Environmental Affiliate" means any Person, only to the extent of, and only with respect to matters or actions of such Person for which, any Borrower could reasonably be expected to have liability as a result of such Borrower retaining, assuming, accepting or otherwise being subject to liability for Environmental Claims relating to such Person, whether the source of such Borrower's obligation is by contract or operation of Law.

"Environmental Approvals" means any Governmental Approvals required under applicable Environmental Laws.

"Environmental Claim" means any written notice, claim, demand or similar written communication by any Person alleging potential liability or requiring or demanding remedial or responsive measures (including potential liability for investigatory costs, cleanup, remediation and mitigation costs, governmental response costs, natural resources damages, property damages, personal injuries, fines or penalties) in each such case (x) either (i) with respect to environmental contamination-related liabilities or obligations with respect to which any of the Borrowers could reasonably be expected to be responsible that are, or could reasonably be expected to be, in excess of two hundred thousand Dollars ($200,000) in the aggregate, or (ii) that has or could reasonably be expected to result in (A) on or prior to the Conversion Date, a material adverse effect on Pacific Holding or any other Borrower or Plant with respect to which a Funding has been made or is being requested, or (B) after the Conversion Date, a Material Adverse Effect and (y) arising out of, based on or resulting from (i) the presence, release or threatened release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such Person; (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Laws or Environmental Approvals; or (iii) exposure to Materials of Environmental Concern.

"Environmental Laws" means all Laws applicable to the Project relating to pollution or protection of human health, safety or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including Laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise applicable to the Project relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

Exhibit A - - 26

"Environmental Site Assessment Report" means, with respect to each Plant, a Phase I environmental site assessment report prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, which report shall comply with ASTM standard 1527-05 (with such modifications thereto as may reasonably be requested by the Borrowers and are reasonably acceptable to the Administrative Agent), and a Phase II environmental site assessment reasonably acceptable to the Administrative Agent, addressing any recognized environmental conditions or other areas of concern identified in the relevant Phase I report if in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, a Phase II assessment is warranted.

"Equator Principles" means The Equator Principles – An Industry Framework for Financial Institutions to Manage Environmental and Social Issues in Project Financing (commonly referred to as "The Equator Principles").

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"ERISA Affiliate" means any Person, trade or business that, together with any Borrower, is or was treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

"ERISA Plan" means any Plan that is not a Multiemployer Plan.

Exhibit A - - 27

"Escrow Account" has the meaning set forth in Section 8.01(a) (Establishment of Project Accounts).

"Ethanol Market Consultant" means Muse, Stancil & Co., or any replacement ethanol market consultant appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, reasonably acceptable to the Borrower's Agent (which acceptance shall not be unreasonably withheld or delayed).

"Ethanol Offtake Agreements" means any agreement relating to the sale of ethanol by any Borrower with a scheduled term in excess of one year and with payments thereunder expected to be in excess of three million Dollars ($3,000,000), including each agreement between any Borrower and Kinergy relating to the sale or marketing of ethanol.

"Eurodollar Loan" means any Loan bearing interest at a rate determined by reference to the Eurodollar Rate and the provisions of Article II (Commitments and Funding) and Article III (Repayments, Prepayments, Interest and Fees).

"Eurodollar Office" means, relative to any Lender, the office of such Lender designated as such on Schedule 1.01(a) or designated in the Lender Assignment Agreement pursuant to which such Lender became a Lender hereunder or such other office of a Lender as designated from time to time by notice from such Lender to the Borrowers' Agent and the Administrative Agent pursuant to Section 4.04 (Obligation to Mitigate) that shall be making or maintaining Eurodollar Loans of such Lender hereunder.

"Eurodollar Rate" means, for any Interest Period with respect to any Eurodollar Loan, an interest rate per annum equal to the rate per annum obtained by dividing (x) LIBOR for such Interest Period and such Eurodollar Loan, by (y) a percentage equal to (i) 100% minus (ii) the Eurodollar Reserve Percentage for such Interest Period.

"Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the F.R.S. Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities"). The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

Exhibit A - - 28

"Event of Abandonment" means with respect to any Plant with respect to which any Funding has been made or is being requested, any of the following shall have occurred: (i) the abandonment by the applicable Borrower of the development, construction, operation or maintenance of any such Plant for a period of more than sixty (60) consecutive days (other than as a result of force majeure, an Event of Taking or a Casualty Event), (ii) the suspension of all or substantially all of any Borrower's activities with respect to any such Plant, other than as the result of a force majeure, Event of Taking or Casualty Event, for a period of more than sixty (60) consecutive days, or (iii) any written acknowledgement by any Borrower of a final decision to take any of the foregoing actions.

"Event of Default" means any one of the events specified in Section 9.01 (Events of Default).

"Event of Taking" means any taking, exercise of rights of eminent domain, public improvement, inverse condemnation, condemnation or similar action of or proceeding by any Governmental Authority relating to any material part of any Plant with respect to which any Funding has been made or is being requested, the Project, any Equity Interests of Pacific Holding or any Borrower that is the owner of a Plant with respect to which any Funding has been made or is being requested, or any other assets thereof.

"Event of Total Loss" means the occurrence of a Casualty Event affecting all or substantially all of any Plant with respect to which any Funding has been made or is being requested, the Project or the assets of Pacific Holding or any Borrower that is the owner of a Plant with respect to which any Funding has been made or is being requested.

"Excess Construction Loan Commitment" means, after the Commercial Operation Date for any Greenfield Plant, with respect to any such Greenfield Plant, the amount equal to (x) the Greenfield Plant 1 Aggregate Construction Loan Commitment, the Greenfield Plant 2 Aggregate Construction Loan Commitment or the Greenfield Plant 3 Aggregate Construction Loan Commitment, as applicable, minus (y) the aggregate Construction Loans disbursed for such Greenfield Plant on or prior to such Commercial Operation Date and minus (z) the amount set forth in the Construction Budget for such Greenfield Plant to cover the required funding of fifty percent (50%) of the Debt Service Reserve Requirement on the Conversion Date.

"Excluded Taxes" means, with respect to any Agent or any Lender or any other recipient of any payment to be made by or on account of any Obligation of the Borrowers hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income levied as a result of a present or former connection between such Agent, such Lender or such other recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing Authority thereof or their (other than such Agent's, such Lender's or such other recipient's having executed, delivered or preformed its obligations or recovered a payment under, or enforced, this Agreement), (b) any branch profits Tax imposed by the United States, or any similar Tax imposed by any other jurisdiction described in clause (a) above, or (c) any United States withholding Tax to the extent that is imposed on amounts payable to such Agent or such Lender at the time such Agent or such Lender becomes a party to this Agreement.

Exhibit A - - 29

"Extraordinary Proceeds Account" has the meaning provided in Section 8.01(q) (Establishment of Project Accounts).

"Extraordinary Proceeds Release Notice" means a certificate in substantially the form of Exhibit 8.15, duly executed by an Authorized Officer of the Borrowers' Agent.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Federal Funds Effective Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.

"Fee Letters" means (i) that Fee Letter among the Administrative Agent, the Collateral Agent and the Borrowers, (ii) that Fee Letter among the Administrative Agent, the Accounts Bank and the Borrowers, and (iii) that Fee Letter among the Administrative Agent, WestLB and Mizuho Corporate Bank, Ltd., as lead arrangers and underwriters, and the Borrowers, each dated as of the date hereof, setting forth certain fees that will, from time to time, become due and payable with respect to the Loans and to the Agents.

"Fees" means, collectively, each of the fees payable by the Borrowers for the account of any Lender or Agent pursuant to Section 3.13 (Fees).

"Final Completion" means, with respect to each Plant, that each of the following conditions has been achieved as certified by the Borrowers' Agent and confirmed in writing by the Independent Engineer in a Final Completion Certificate completed to the reasonable satisfaction of the Administrative Agent:

(i)

the Commercial Operation Date for such Plant shall have occurred;

Exhibit A - - 30

(ii)

the Independent Engineer shall have confirmed that the final air emissions test for such Plant has been satisfactorily completed;

(iii)

insurance required pursuant to Schedule 7.01(h) and, with respect to the Borrowers, any Project Document shall be in place, as confirmed by the Insurance Consultant; and

(iv)

all construction costs for such Plant shall have been fully paid (other than amounts that are subject to a Contest).

"Final Completion Certificate" means a certificate of the Independent Engineer and the Borrowers' Agent, in substantially the form of Exhibit 7.01(y), confirming that Final Completion has occurred.

"Final Completion Date" means, with respect to each Plant, the date on which such Plant has achieved Final Completion, as certified by the Borrowers' Agent and the Independent Engineer.

"Final Maturity Date" means, with respect to the Term Loans the date that occurs eighty-four (84) months after the Conversion Date.

"Financial Asset" has the meaning provided in Section 8.17(b) (Representations, Warranties and Covenants of the Accounts Bank).

"Financial Model" means the pro forma financial statements and projections of revenue and expenses and cash flows with respect to the Borrowers and the Project for each of the calendar years 2007 through 2022, attached hereto as Exhibit 6.01(v), as the same may be updated by the Borrowers with the prior written approval of the Administrative Agent.

"Financial Officer" means, with respect to any Person, the controller, treasurer or chief financial officer of such Person.

Exhibit A - - 31

"Financing Documents" means:

(i)

this Agreement;

(ii)

the Notes;

(iii)

the Sponsor Support Agreement;

(iv)

the Security Documents;

(v)

the Interest Rate Protection Agreement;

(vi)

the Fee Letters;

(vii)

each Blocked Account Agreement;

(viii)

the other financing and security agreements, documents and instruments delivered in connection with this Agreement; and

(ix)

each other document designated as a Financing Document by the Borrowers' Agent and the Administrative Agent.

"First Escrow Release Date" means the date on which the first Funding of Tranche B Construction Loans is made from the Escrow Account.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve (12) consecutive calendar months ending on December 31.

"Funding" means (a) with respect to the Tranche A Loans, the incurrence of each Tranche A Loan made by the Tranche A Lenders on a single date, (b) with respect to the Tranche B Loans, (i) the release to any Construction Account of Tranche B Construction Loan funds deposited into or standing to the credit of the Escrow Account on a single date and (ii) the incurrence of the Tranche B Term Loans on the Conversion Date, and (c) with respect to the Working Capital Loans, the incurrence of each Working Capital Loan made by the Working Capital Lenders on a single date, in each case, as the context may require. For the avoidance of doubt, this term Funding does not include the Tranche B Escrow Disbursement or any other disbursement of Tranche B Loans directly to the Escrow Account.

Exhibit A - - 32

"Funding Date" means, with respect to each Funding, the date on which (a) with respect to the Tranche A Construction Loans, funds are disbursed by the Administrative Agent, on behalf of the Tranche A Lenders, to the Borrowers in accordance with Section 2.06 (Funding of Loans), (b) with respect to the Tranche B Construction Loans, funds are released to the Borrowers from the Escrow Account, on behalf of the Tranche B Lenders, in accordance with Section 2.06 (Funding of Loans), (c) with respect to the Working Capital Loans, funds are disbursed by the Administrative Agent, on behalf of the Working Capital Lenders, to the Borrower in accordance with Section 2.06 (Funding of Loans), and (d) with respect to the Term Loans, the Term Loans are disbursed in accordance with Section 2.06 (Funding of Loans) in each case, as the context may require.

"Funding Defaults" means, collectively, any Default related solely to Pacific Holding (and not, for the avoidance of doubt, in connection with any "Plant" or "Project" with respect to which no Funding has been made or is being requested) or related to any Borrower (or its Equity Interests or assets) or any Plant (or any Project Document or Project Party related to such Plant) with respect to which a Funding has been made or is being requested, and any Default pursuant to any of Sections 9.01(a) (Events of Default - Nonpayment), 9.01(e) (Events of Default - Project Completion), 9.01(h) (Events of Default - ERISA Events), 9.01(i) (Events of Default - Bankruptcy - Insolvency) (other than with respect to Major Project Parties that are not parties to any Project Document to which Pacific Holding or any Borrower with respect to whose Plant a Funding has been made or is being requested (or otherwise related to any such Plant)), 9.01(l) (Events of Default - Unenforceability of Documentation) and 9.01(q) (Events of Default - Change of Control).

"Funding Representation and Warranties" means, collectively, any representation and warranty (i) related solely to Pacific Holding (and not, for the avoidance of doubt, in connection with any "Plant" or "Project" with respect to which no Funding has been made or is being requested), (ii) related to any Borrower (or its equity interests or assets) or any Plant with respect to which a Funding, or any issuance of a Letter of Credit, is requested, and (iii) any representation and warranty made pursuant to any of Sections 5.01 (Organization; Power and Compliance with Law), 5.02 (Due Authorization; Non-Contravention), 5.04 (Investment Company Act), 5.05 (Validity of Financing Documents), 5.06 (Financial Information), 5.10 (Sole Purpose Nature; Business), 5.12 (Collateral), 5.14 (Taxes), 5.16 (ERISA Plans), 5.18(a) (No Defaults), 5.20 (Regulations T, U and X), 5.21 (Accuracy of Information), 5.22 (Indebtedness), 5.23 (Separateness), 5.24 (Required LLC Provisions), 5.25 (Subsidiaries), 5.26 (Foreign Assets Control Regulations, Etc), 5.27 (Employment Matters), 5.28 (Solvency), 5.29 (Legal Name and Place of Business), and 5.30 (No Brokers).

"Funding Notice" means each request for Funding in the form of Exhibit 2.05-A or Exhibit 2.05-B, as applicable, delivered in accordance with Section 2.05 (Notice of Fundings).

Exhibit A - - 33

"GAAP" means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

"Governmental Approval" means any authorization, consent, approval, license, lease, ruling, permit, certification, exemption, filing for registration by or with any Governmental Authority.

"Governmental Approvals Update Schedule" means a written notice delivered by the Borrowers' Agent to the Administrative Agent and the Independent Engineer, and accepted and agreed to in writing by the Administrative Agent and the Independent Engineer, setting forth all Necessary Project Approvals applicable to the Borrower or the Plant identified therein. Each Governmental Approvals Update Schedule may include a Part A (for current approvals), a Part B (for deferred approvals) and a Part C (for exceptions).

"Governmental Authority" means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Grain Supply Agreements" means any agreement relating to the purchase or supply of grain to any Borrower with a scheduled term in excess of one year and with payments thereunder expected to be in excess of two million Dollars ($2,000,000), including the Corn Procurement and Handling Agreement between Pacific Holding and Pacific Ag Products, dated on or about the date hereof.

"Granting Lender" has the meaning provided in Section 11.03(h) (Assignments).

"Greenfield Plants" means, collectively, the Stockton Plant, the Brawley Plant and the Burley Plant (or, if approved by the Lenders in accordance with the terms hereof, any Substitute Facility).

"Greenfield Plant 1" means the first Greenfield Plant with respect to which a Construction Loan Funding is made.

"Greenfield Plant 1 Aggregate Construction Loan Commitment" means sixty-nine million two hundred thirty thousand seven hundred sixty-nine Dollars ($69,230,769.00), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"Greenfield Plant 1 Construction Loans" means, together, the Greenfield Plant 1 Tranche A Construction Loans and the Greenfield Plant 1 Tranche B Construction Loans.

"Greenfield Plant 1 Tranche A Construction Loan" has the meaning provided in Section 2.01(d) (Construction Loans).

Exhibit A - - 34

"Greenfield Plant 1 Tranche B Construction Loan" has the meaning provided in Section 2.01(d) (Construction Loans).

"Greenfield Plant 2" means the second Greenfield Plant with respect to which a Construction Loan Funding is made.

"Greenfield Plant 2 Aggregate Construction Loan Commitment" means sixty-nine million two hundred thirty thousand seven hundred sixty-nine Dollars ($69,230,769.00), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"Greenfield Plant 2 Construction Loan" has the meaning provided in Section 2.01(e) (Construction Loans).

"Greenfield Plant 3" means the third Greenfield Plant with respect to which a Construction Loan Funding is made.

"Greenfield Plant 3 Aggregate Construction Loan Commitment" means sixty-nine million two hundred thirty thousand seven hundred sixty-nine Dollars ($69,230,769.00), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"Greenfield Plant 3 Construction Loan" has the meaning provided in Section 2.01(f) (Construction Loans).

"Greenfield Plant Top-Up Funding" means, with respect to any Greenfield Plant that has achieved its Commercial Operation Date, a single Construction Loan Funding for such Greenfield Plant in an aggregate amount not to exceed the Excess Construction Loan Commitment for such Plant.

"Guarantee" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).

Exhibit A - - 35

"Historical Debt Service Coverage Ratio" means, as of any Quarterly Payment Date, for the four (4) Fiscal Quarters immediately preceding (and not including the then-current Fiscal Quarter) such Quarterly Payment Date (or, if less than four (4) Fiscal Quarters have elapsed since the Conversion Date, for such number of full Fiscal Quarters that has elapsed since the Conversion Date), the ratio of (i) Cash Flow Available for Debt Service during such period to (ii) Debt Service during such period.

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for or in respect of moneys borrowed or raised, whether or not for cash by whatever means (including acceptances, deposits, discounting, letters of credit, factoring, and any other form of financing which is recognized in accordance with GAAP in such Person's financial statements as being in the nature of a borrowing or is treated as "off-balance sheet" financing);

(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or are otherwise limited in recourse);

(e) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;

(f) all Capitalized Lease Liabilities;

(g) net obligations of such Person under any Swap Contract;

Exhibit A - - 36

(h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(i) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitee" has the meaning provided in Section 11.09 (Indemnification by the Borrowers).

"Independent Engineer" means Luminate, LLC, or any replacement independent engineer appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, reasonably acceptable to the Borrower's Agent (which acceptance shall not be unreasonably withheld or delayed).

"Independent Engineer's Certificate" means a certificate of the Independent Engineer in substantially the form of Exhibit 6.05(c).

"Independent Manager" or "Independent Member" means a Person, who is not at the time of initial appointment as the Independent Manager or Independent Member or at any time while serving as the Independent Manager or Independent Member and has not been at any time during the five (5) years preceding such initial appointment:

(i)

a direct or indirect owner of any Equity Interest in, member (with the exception of serving as the Independent Member), officer, employee, partner, director, manager (with the exception of serving as the Independent Manager) or contractor, bankruptcy trustee, attorney or counsel of any member of any Borrower, any Borrower or any Affiliate of any of them;

Exhibit A - - 37

(ii)

a creditor, customer, supplier, or other person (including each Project Party) who derives any of its purchases or revenues from its activities with any Borrower, any member of any Borrower or any Affiliate of any of them;

(iii)

a Person controlling or under common control with any Borrower, any member of any Borrower or any Affiliate of any of them or any Person excluded from serving as Independent Manager or Independent Member under clause (i) or (ii) of this definition;

(iv)

a member of the immediate family by blood or marriage of any Person excluded from being an Independent Manager or Independent Member under clause (i) or (ii) of this definition; or

(v)

a Person who received, or a member or employee of a firm or business that received, fees or other income from any Borrower or any Affiliate thereof in the aggregate in excess of five percent (5%) of the gross income, for any applicable year, of such Person.

"Information" has the meaning provided in Section 11.18 (Treatment of Certain Information; Confidentiality).

"Initial Quarterly Payment Date" means the first Quarterly Payment Date following the Conversion Date.

"In-Progress Plant 1" means the first In-Progress Plant with respect to which a Construction Loan Funding is made.

"In-Progress Plant 1 Aggregate Construction Loan Commitment" means forty-six million one hundred fifty-three thousand eight hundred forty-six Dollars ($46,153,846.00), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"In-Progress Plant 1 Construction Loan" has the meaning provided in Section 2.01(b) (Construction Loans).

Exhibit A - - 38

"In-Progress Plant 2" means the second In-Progress Plant with respect to which a Construction Loan Funding is made.

"In-Progress Plant 2 Aggregate Construction Loan Commitment" means forty-six million one hundred fifty-three thousand eight hundred forty-six Dollars ($46,153,846.00), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"In-Progress Plant 2 Construction Loans" means, together, the In-Progress Plant 2 Tranche A Construction Loans and the In-Progress Plant 2 Tranche B Construction Loans.

"In-Progress Plant 2 Tranche A Construction Loan" has the meaning provided in Section 2.01(c) (Construction Loans).

"In-Progress Plant 2 Tranche B Construction Loan" has the meaning provided in Section 2.01(c) (Construction Loans).

"In-Progress Plants" means, collectively, the Madera Plant and the Boardman Plant.

"Insolvency Proceeding" has the meaning provided in the Intercreditor Agreement.

"Insurance Consultant" means Moore-McNeil, LLC, or any replacement insurance consultant appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, reasonably acceptable to the Borrower's Agent (which acceptance shall not be unreasonably withheld or delayed).

"Insurance Proceeds" means all proceeds of any insurance policies required pursuant to this Agreement or otherwise obtained with respect to any Borrower, any Plant or the Project that are paid or payable to or for the account of any Borrower, or the Collateral Agent as loss payee, or additional insured (other than Business Interruption Insurance Proceeds and proceeds of insurance policies relating to third party liability).

"Insurance and Casualty Proceeds Accounts" means, collectively, the Madera Insurance and Casualty Proceeds Account, the Boardman Insurance and Casualty Proceeds Account, the Stockton Insurance and Casualty Proceeds Account, the Brawley Insurance and Casualty Proceeds Account, and the Burley Insurance and Casualty Proceeds Account.

"Insurance and Condemnation Proceeds Request Certificate" means a certificate, in substantially the form of Exhibit 8.14, executed by an Authorized Officer of the Borrowers' Agent and setting forth proposed instructions for the transfer or withdrawal of Insurance Proceeds or Condemnation Proceeds, as the case may be, from an Insurance and Condemnation Proceeds Account.

Exhibit A - - 39

"Interest Payment Date" means, with respect to any Loan without duplication, the last day of each Interest Period applicable to each Funding of which such Loan is a part.

"Interest Period" means, with respect to any Eurodollar Loan, the period beginning on (and including) the date on which such Eurodollar Loan is made pursuant to Section 2.06 (Funding of Loans) or the date on which each successive interest period for each such Eurodollar Loan is determined pursuant to Section 3.05 (Interest Rates) and ending on (and including) the day that numerically corresponds to such date one (1), two (2), three (3) or six (6) months thereafter, in either case as the Borrowers may select in the relevant Funding Notice or Interest Period Notice; provided, however, that (i) if such Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is in a different a calendar month, in which case such Interest Period shall end on the next preceding Business Day), (ii) any Interest Period that begins on the last Business Day of a month (or on a day for which there is no numerically corresponding day in the month at the end of such Interest Period) shall end on the last Business Day of the month at the end of such Interest Period, (iii) the Borrowers may not select any Interest Period that ends after any Quarterly Payment Date unless, after giving effect to such selection, the aggregate outstanding principal amount of Eurodollar Loans having Interest Periods which end on or prior to such Quarterly Payment Date shall be at least equal to the aggregate principal amount of Eurodollar Loans due and payable on or prior to such Quarterly Payment Date, and (iv) no Interest Period may end later than the Maturity Date.

"Interest Period Notice" means a notice in substantially the form attached hereto as Exhibit 3.05, executed by an Authorized Officer of the Borrowers' Agent.

"Interest Rate Protection Agreement" means each interest rate swap, collar, put, or cap, or other interest rate protection arrangement, with a Qualified Counterparty, in each such case that is reasonably satisfactory to the Administrative Agent and is entered into in accordance with Section 7.01(u) (Affirmative Covenants - Interest Rate Protection Agreement).

"Interest Rate Protection Provider" means a Qualified Counterparty that is party to an Interest Rate Protection Agreement.

"Inventory" means "inventory", as that term is defined in the UCC, now or hereafter owned by any Borrower, including all products, goods, materials and supplies produced, purchased or acquired by the such Borrower for the purpose of sale or use in such Borrower's operations in the ordinary course of business.

"Issuance Request" means has the meaning provided in Section 2.04(b) (Letters of Credit).

"Issuing Bank" means WestLB.

"Kinergy" means Kinergy Marketing, LLC, an Oregon limited liability company.

Exhibit A - - 40

"Law" means, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, common law, holding, injunction, Governmental Approval or requirement of such Governmental Authority. Unless the context clearly requires otherwise, the term "Law" shall include each of the foregoing (and each provision thereof) as in effect at the time in question, including any amendments, supplements, replacements, or other modifications thereto or thereof, and whether or not in effect as of the date of this Agreement.

"LC Cap" means, with respect to each Plant, two million Dollars ($2,000,000).

"Lead Arrangers" means, collectively, WestLB in its capacity as sole lead bookrunner and lead arranger, Mizuho Corporate Bank, Ltd. in its capacity as co-syndication agent and lead arranger, CIT Capital USA Inc., in its capacity as co-syndication agent and lead arranger, Cooperatieve Centrale Raiffeisen-Boerenleenbank BA., "Rabobank Nederland", New York Branch, in its capacity as co-documentation agent and lead arranger, and Banco Santander Central Hispano S.A, New York Branch, in its capacity as co-documentation agent and lead arranger.

"Leased Premises" means, with respect to the Boardman Plant, the Premises, as defined in the Boardman Lease and, with respect to the Stockton Plant, the Premises, as defined in the Stockton Lease.

"Leases" means, collectively, the Boardman Lease and the Stockton Lease.

"Lender Assignment Agreement" means a Lender Assignment Agreement, substantially in the form of Exhibit 11.03.

"Lenders" means the persons identified as "Lenders" and listed on the signature pages of this Agreement and each other Person that acquires the rights and obligations of a Lender hereunder pursuant to Section 11.03 (Assignments).

"Letter of Credit" means each letter of credit issued by the Issuing Bank pursuant to Section 2.04 (Letters of Credit).

"Letter of Credit Availability Fee" has the meaning provided in Section 3.13(b) (Fees).

"Letter of Credit Fronting Fee" has the meaning provided in Section 3.13(b) (Fees).

Exhibit A - - 41

"LIBOR" means, for any Interest Period for any Eurodollar Loan:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period; or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service is not available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period; or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by WestLB to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

"Line Item" means a line item of cost or expense set forth in any Construction Budget.

"Loan Parties" means, collectively, each Borrower, Pledgor, Pacific Ethanol (until the termination of the Sponsor Support Agreement), and each and any Affiliates thereof that are party to any Financing Document.

"Loans" means, collectively, the Construction Loans, the Term Loans and the Working Capital Loans.

Exhibit A - - 42

"Local Account" means any local bank account (other than the Project Accounts) in the name of any Borrower.

"Madera" has the meaning set forth in the Preamble.

"Madera Deed of Trust" means the Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, made by Madera to Stewart Title Guaranty Company, as trustee, for the benefit of the Collateral Agent, as beneficiary.

"Madera DG Agreement" the WDG Marketing and Services Agreement, dated March 4, 2005, among Madera, Phoenix Bio Industries and Western Milling, LLC.

"Madera Insurance and Condemnation Proceeds Account" has the meaning provided in Section 8.01(l) (Establishment of Project Accounts).

"Madera Plant" means the ethanol production facility located at Madera, California, with an expected capacity of approximately forty (40) million gallons-per-year of denatured ethanol, including the Site on which such facility is located, and all buildings, structures, improvements, easements and other property related thereto.

"Madera Pledge Agreement" means the Pledge and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, among, Pacific Holding, Madera and the Collateral Agent, pursuant to which Pacific Holding pledges one hundred percent (100%) of the Equity Interests in Madera to the Collateral Agent.

"Madera Security Agreement" means the Assignment and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, made by Madera in favor of the Collateral Agent.

"Madera Warranty Account" has the meaning provided in Section 8.01(r) (Establishment of Project Accounts).

Exhibit A - - 43

"Maintenance Capital Expense Account" has the meaning set forth in Section 8.01(h) (Establishment of Project Accounts).

"Maintenance Capital Expenses" means all expenditures by the Borrowers for regularly scheduled (or reasonably anticipated) major maintenance of the Project, Prudent Ethanol Operating Practice and vendor and supplier requirements constituting major maintenance (including teardowns, overhauls, capital improvements, replacements and/or refurbishments of major components of the Project).

"Major Project Party" means, with respect to any Plant with respect to which a Funding has been made or is being requested, each of Parsons (until the Conversion Date), the Construction Manager (until the Conversion Date), Delta-T, each Offtaker, each Corn Supplier, the Operator, the landlord under each Lease, the guarantor under any Project Document Guarantee guarantying the obligations of any other Major Project Party and any other Project Party designated as a Major Project Party by the Administrative Agent and the Borrowers' Agent.

"Mandatory Prepayment" means a prepayment in accordance with Section 3.10 (Mandatory Prepayment).

"Material Adverse Effect" means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (i) the business, assets, property, condition (financial or otherwise), or construction or operations (as applicable) of the Borrowers or the Project, taken as a whole, (ii) the ability of Pacific Holding or any Borrower that is the owner of a Plant with respect to which any Funding has been made or is being requested, or any other Loan Party or any Project Party to perform its material obligations under any Transaction Document (other than Project Documents relating to Plants with respect to which no Funding has been made and no Funding is being requested) to which it is a party, (iii) creation, perfection or priority of the Liens granted, or purported to be granted, in favor, or for the benefit, of the Collateral Agent pursuant to the Security Documents or (iv) the rights or remedies of any Senior Secured Party under any Financing Document. For the avoidance of doubt, any reference to a Material Adverse Effect with respect to a Borrower or a Plant shall, with respect to clause (i) or (ii) of this definition, as the case may be, be deemed to refer to such Borrower or Plant on an individual basis (and not to the Borrowers or the Project, taken as a whole or to any other Borrower or Plant on an individual basis).

Exhibit A - - 44

"Materials of Environmental Concern" means chemicals, pollutants, contaminants, wastes, toxic substances and hazardous substances, any toxic mold, radon gas or other naturally occurring toxic or hazardous substance or organism and any material that is regulated in any way, or for which liability is imposed, pursuant to an Environmental Law.

"Maturity Date" means, as the context may require, (a) with respect to the Construction Loans, the Construction Loan Maturity Date, (b) with respect to the Term Loans, the Final Maturity Date, and (c) with respect to the Working Capital Loans, the Working Capital Maturity Date.

"Maximum Available Amount" means, with respect to any Letter of Credit at any time, the maximum amount the beneficiary of such Letter of Credit may draw thereunder at such time, as such amount may be reduced from time to time pursuant to the terms of such Letter of Credit.

"Maximum Rate" has the meaning provided in Section 11.10 (Interest Rate Limitation).

"Minimum Performance Criteria" means, with respect to each Plant, that such Plant achieved the following performance levels (as demonstrated in a Performance Test, completed in accordance with the Approved Performance Test Protocols, while meeting the permitted air emissions requirements as specified in the Approved Performance Test Protocols):

(a) denatured fuel ethanol production rate of (i) in the case of each of the Madera Plant and the Boardman Plant, at least 35 million gallons per year and (ii) in the case of each Greenfield Plant, at least 50 million gallons per year, in each case based on 351 days of operation per year and on ethanol quality specifications set forth in the Approved Performance Test Protocols;

(b) undenatured fuel ethanol yield, process electrical consumption rate and process natural gas consumption rate that would result in an aggregate reduction (if any) of the Term Loan Commitment for such Plant pursuant to Section 2.08(e) (Termination or Reduction of Commitments) solely due to such performance levels of not more than (i) in the case of the Madera Plant, three million seven hundred fourteen thousand two hundred ninety-eight Dollars ($3,714,298), (ii) in the case of the Boardman Plant, three million seven hundred seventy-nine thousand twenty-six Dollars ($3,779,026), (iii) in the case of the Stockton Plant, six million six hundred sixty-eight thousand six hundred eight Dollars ($6,668,608), (iv) in the case of the Brawley Plant, six million six hundred eighty-eight thousand eight hundred ninety-nine Dollars ($6,688,899) and (v) in the case of the Burley Plant, five million six hundred thirty-two thousand seven hundred twenty-nine Dollars ($5,632,729).

Exhibit A - - 45

"Monthly Date" means the last Business Day of each calendar month.

"Monthly Progress Report" means, with respect to each Plant, a monthly report for such Plant in substantially the form of Exhibit 7.03(g).

"Moody's" means Moody's Investors Service Inc., and any successor thereto that is a nationally recognized rating agency.

"Mortgaged Property" means all real property right, title and interest of each Borrower that is subject to the relevant Mortgage in favor of the Collateral Agent.

"Mortgages" means, together, the Madera Deed of Trust, the Boardman Deed of Trust, the Stockton Deed of Trust (when entered into), the Brawley Deed of Trust (when entered into), and the Burley Deed of Trust (when entered into).

"Multiemployer Plan" means a Plan that is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA.

"Necessary Project Approvals" has the meaning set forth in Section 5.03(a) (Governmental Approvals).

"Net Swap Payment" means, with respect to any Interest Rate Protection Agreement and for any period, all scheduled Obligations due and payable by any Borrower under such Interest Rate Protection Agreement during such period, after giving effect to any netting applicable thereto.

"Non-Appealable" means, with respect to any specified time period allowing an appeal of any ruling under any constitutional provision, Law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding or injunction that such specified time period has elapsed without an appeal having been brought.

"Non-Voting Lender" means any Lender who (a) is also a Loan Party, a Project Party or any Affiliate or Subsidiary thereof or (b) has sold a participation in the Loan held by it to any such Person.

Exhibit A - - 46

"Non-U.S. Lender" has the meaning set forth in Section 4.07(e) (Taxes - Foreign Lenders).

"Notes" means the Construction Notes, the Term Notes and the Working Capital Notes, including any promissory notes issued by any Borrower in connection with assignments of any Loan of a Lender, in each case substantially in the form of Exhibit 2.07, as they may be amended, restated, supplemented or otherwise modified from time to time.

"Notice of Suspension" has the meaning provided in Section 8.26 (Notices of Suspension of Accounts).

"O&M Agreements" means each Operation and Maintenance Agreement between any Borrower and the Operator.

"Obligations" means and includes all loans, advances, debts, liabilities, Indebtedness and obligations, howsoever arising, owed to the Agents, the Lenders or any other Senior Secured Party of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Borrower of any Insolvency Proceeding naming such Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, pursuant to the terms of this Agreement or any of the other Financing Documents, including all principal, interest, fees, charges, expenses, attorneys' fees, costs and expenses, accountants' fees and Consultants' fees payable by the Borrowers hereunder or thereunder.

"Offtaker" means each counterparty to each DG Offtake Agreement and each Ethanol Offtake Agreement.

"Operating Account" has the meaning provided in Section 8.01(g) (Establishment of Project Accounts).

"Operating Account Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.09, duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Operating Account.

"Operating Budget" has the meaning set forth in Section 7.01(j) (Affirmative Covenants - Operating Budgets).

"Operating Budget Category" means, at any time with respect to each Operating Budget, each line item set forth in such Operating Budget in effect at such time.

Exhibit A - - 47

"Operating Statement" means an operating statement with respect to each Plant that has achieved its Commercial Operation Date, in substantially the form of Exhibit 7.03(p).

"Operation and Maintenance Expenses" means (with respect to each Plant that has achieved its Commercial Operation Date), for any period on or after the Commercial Operation Date for each such Plant, the sum without duplication of all (i) reasonable and necessary expenses of administering, managing and operating, and generating Products for sale from, the Project and maintaining it in good repair and operating condition, (ii) costs associated with the supply and transportation of all corn, natural gas, electricity and other supplies and raw materials to the Project and distribution and sale of Products from the Project that any Borrower is obligated to pay, (iii) all reasonable and necessary insurance costs (other than insurance premiums that are paid as Project Costs), (iv) property, sales and franchise taxes to the extent that any Borrower is liable to pay such taxes to the taxing authority (other than taxes imposed on or measured by income or receipts) to which the Project, may be subject (or payment in lieu of such taxes to which the Project may be subject), (v) reasonable and necessary costs and fees incurred in connection with obtaining and maintaining in effect Necessary Project Approvals for each Plant on or after the Commercial Operation Date for such Plant, (vi) reasonable and arm's-length legal, accounting and other professional fees attendant to any of the foregoing items during such period, (vii) the reasonable costs of administration and enforcement of the Transaction Documents, (viii) costs incurred pursuant to the Permitted Commodity Hedging Arrangements, and (ix) all other costs and expenses included in the then-current Operating Budget for such Plant. In no event shall Project Costs or Maintenance Capital Expenses be considered Operation and Maintenance Expenses.

"Operator" means the Pledgor or any successor pursuant to an O&M Agreement (or any replacement thereof).

"Organic Documents" means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock and, with respect to any Person that is a limited liability company, its certificate of formation or articles of organization and its limited liability agreement.

"Pacific Ag Products" means Pacific Ag Products LLC, a California limited liability company.

"Pacific Ethanol" means Pacific Ethanol, Inc., a Delaware corporation.

"Pacific Ethanol Guarantees" means each guaranty to be made by Pacific Ethanol, guaranteeing the performance and payment of the obligations of Kinergy or Pacific Ag Products, as the case may be, under each of the Ethanol Offtake Agreements, DG Offtake Agreements, and Grain Supply Agreements to which Kinergy or Pacific Ag Products are party.

Exhibit A - - 48

"Pacific Holding" has the meaning set forth in the Preamble.

"Pacific Holding Pledge Agreement" means the Pledge and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, among Pacific Holding, Pledgor and the Collateral Agent, pursuant to which Pledgor pledges one hundred percent (100%) of the Equity Interests in Pacific Holding to the Collateral Agent.

"Pacific Holding Security Agreement" means the Assignment and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated on or about the date hereof, made by Pacific Holding in favor of the Collateral Agent.

"Parsons" means Parsons RCIE Inc., a corporation organized under the laws of the State of Washington.

"Participant" has the meaning provided in Section 11.03(d) (Assignments).

"Patriot Act" means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) of 2001, and the rules and regulations promulgated thereunder from time to time in effect.

"Payment Bond" means any payment bond provided for the benefit of any Borrower under any Construction Contract.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Performance Bond" means any performance bond provided for the benefit of any Borrower under any Construction Contract.

"Performance Guarantee" means the guaranteed performance levels set forth on Schedule 7.01(k)-A.

"Performance Test" means, with respect to each Plant, any performance test conducted by the Borrowers to determine satisfaction of the Minimum Performance Criteria and the Performance Guarantees.

Exhibit A - - 49

"Performance Test Report" has the meaning provided in Section 7.01(k) (Affirmative Covenants - Performance Tests).

"Permitted Commodity Hedging Arrangements" means those Commodity Hedging Arrangements entered into by the Borrowers in accordance with Section 7.02(u) (Negative Covenants - Commodity Hedging Arrangements).

"Permitted Indebtedness" means Indebtedness identified in Section 7.02(a) (Negative Covenants - Restrictions on Indebtedness of the Borrowers).

"Permitted Liens" means Liens identified in Section 7.02(b) (Negative Covenants - Liens).

"Permitted Operating Budget Deviation Levels" means, with respect to Operation and Maintenance Expenses (other than Operation and Maintenance Expenses for the cost of corn, natural gas, electricity, insurance premiums and Borrower Taxes) and with respect to Maintenance Capital Expenses, (a) (i) with respect to each Plant, fifteen percent (15%) of the amount projected for such expenses in the then-current Operating Budget for such Plant and (ii) for the Project, ten percent (10%) the amount projected for such expenses in the then-current Operating Budget for the Project; provided, that in the case of this clause (a), Operating Budget line items for annual expenses that are paid periodically (for example, insurance premiums) shall be treated on an annualized basis for the purposes of determining the amount of such permitted deviation); (b) increased costs that are paid for with documented voluntary equity contributions made to the Borrowers for the purpose of paying such increased costs, which may be paid without regard to any other restrictions in this definition of Permitted Operating Budget Deviation Levels; and (c) in the event that ethanol production levels for any Fiscal Quarter for any Plant or the Project, as reported in an Operating Statement delivered pursuant to Section 7.03(p) (Reporting Requirements - Operating Statements), exceed the amounts projected in the then-current Operating Budgets for such Plant or the Project, as the case may be, for such Fiscal Quarter, by a variation greater than three percent (3%), then the permitted deviations for the immediately succeeding Fiscal Quarter shall be increased or decreased, as the case may be, in a percentage equal to the percentage increase in such ethanol production levels.

"Permitted Tax Distribution" means, with respect to any distributee that is required to pay tax as a result of its direct or indirect ownership of the Borrowers, an amount equal to (a) the Effective Tax Rate at such time multiplied by (b) such distributee's estimated share of the taxable income of Pacific Holding and the other Borrowers (after netting or otherwise taking account of a distributee's shares of the income, loss, deduction and credit associated with the distributee's interest in the Borrowers) that the distributee is reasonably expected to have to report for income tax purposes for the Fiscal Quarter distributed to the extent necessary to fund a distributee's timely payment to a Governmental Authority of tax liability (including estimated payments thereof) and subject to correction as described below. "Effective Tax Rate" means, as of any date of calculation, a percentage equal to the sum of (x) such distributee's then-current federal marginal income tax rate plus (y) such distributee's then-current applicable state marginal income tax rate, but only to the extent of the blended rate that would have applied to such income if each state in which a Borrower was located had imposed its income tax on the taxable earnings of that Borrower. Permitted Tax Distributions as estimated for purposes of a Quarterly Payment Date shall be subject to later correction to reflect amounts as actually reported on an income tax return by a distributee for federal and state income tax purposes. Thus, on any Quarterly Payment Date, the Permitted Tax Distribution means the amount calculated as the product of (a) and (b), above, adjusted by the difference, if any, between the Permitted Tax Distribution for the preceding Quarterly Payment Date as estimated for such date and the Permitted Tax Distribution for that preceding Quarterly Payment Date as finally determined.

Exhibit A - - 50

"Person" means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"Plan" means an employee pension benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA or Section 412 of the Code that is sponsored or maintained by any Borrower or any ERISA Affiliate, or in respect of which any Borrower or any ERISA Affiliate has any obligation to contribution or Liability.

"Plants" means, collectively, the Madera Plant, the Boardman Plant and the Greenfield Plants.

"Pledge Agreements" means, collectively, the Madera Pledge Agreement, the Boardman Pledge Agreement, the Stockton Pledge Agreement (when entered into), the Brawley Pledge Agreement (when entered into), the Burley Pledge Agreement (when entered into) and the Pacific Holding Pledge Agreement.

"Pledgor" means Pacific Ethanol California, Inc. a California corporation.

"Prepayment Holding Account" has the meaning set forth in Section 8.01(k) (Establishment of Project Accounts).

"Primary Swap Obligations" means, with respect to any Interest Rate Protection Agreement, all scheduled obligations due and payable by any Person party to such Interest Rate Protection Agreement (after giving effect to any netting applicable thereto) and all payments of Swap Termination Value due and payable by any Person party to such Interest Rate Protection Agreement, but excluding any amounts owed in respect of Taxes, expenses and indemnification obligation which do not constitute payments of Swap Termination Value.

"Priority Subordinated Loans" means Subordinated Loans up to an initial aggregate principal amount of fifty million Dollars ($50,000,000).

"Process Agent" means any Person appointed as agent by any Borrower or any Project Party, as required under the Financing Documents, to receive on behalf of itself and its property services of copies of summons and complaint or any other process which may be served in connection with any action or proceeding before any court arising out of or relating to this Agreement or any other Financing Document to which it is a party, including CT Corporation System.

"Products" means ethanol, Distillers Grains, carbon dioxide, and any other co-product or by-product produced in connection with the production of ethanol at the Plants.

Exhibit A - - 51

"Project" means, at all times, each Plant with respect to which a Funding has been made or is being requested and all auxiliary and other facilities constructed or to be constructed by or on behalf of the applicable Borrowers pursuant to the Project Documents relating to each such Plant or otherwise, together with all fixtures and improvements thereto and each Site and all other real property, easements and rights-of-way held by or on behalf of the applicable Borrowers and all rights to use easements and rights-of-way of others.

"Project Accounts" means the Escrow Account, the Construction Accounts, Revenue Account, Operating Account, Prepayment Holding Account, Working Capital Reserve Account, Maintenance Capital Expense Account, Debt Service Reserve Account, Insurance and Condemnation Proceeds Accounts, Extraordinary Proceeds Account, and Warranty Accounts, including any sub-account within such accounts.

"Project Company Subordinated Debt" means unsecured subordinated Indebtedness incurred or to be incurred by any of the Borrowers on terms and conditions satisfactory to the Administrative Agent in its sole discretion, or otherwise reasonably satisfactory to the Required Lenders, and in any such case subject to the maximum amount set forth in Section 7.02(a)(vii) (Negative Covenants - Restrictions on Indebtedness of the Borrowers).

"Project Completion Deficiency" has the meaning provided in the Sponsor Support Agreement.

"Project Costs" means, collectively, the Stockton Project Costs, the Brawley Project Costs, and the Burley Project Costs.

"Project Document Approval Level" means (i) in the case of any Project Document entered into on or before the Closing Date and delivered pursuant to Section 6.01(b)(i) (Conditions to Closing - Delivery of Project Documents) and any other Project Document entered into after the Closing Date in the form of a comparable existing Project Document (in each such case together with any amendment or modification thereto that is in the form of a comparable existing Project Document), such Project Document, amendment or modification (and, in any event, any immaterial amendment or modification to any Project Document) shall be deemed to be approved, (ii) in the case of any Project Document or amendment or modification thereto entered into after the Closing Date that deviates from the form of a comparable existing Project Document, any material deviations (or, if no such comparable Project Document exists, the agreement itself) will require the approval of the Administrative Agent (in consultation with the Independent Engineer) and (iii) in the case of any Project Document entered into after the Closing Date with a counterparty other than an existing Project Party on the Closing Date, such counterparty shall (A) be subject to the approval requirements of Schedule 6.02(e)(i) or (B) otherwise be approved by the Required Lenders.

Exhibit A - - 52

"Project Document Guarantees" means each guarantee (by an Affiliate or otherwise) of the performance of any Project Party's obligations under a Project Document, including the Pacific Ethanol Guarantees and any other such guarantee required as a condition to approval of any Project Document in accordance with this Agreement.

"Project Documents" means:

(i)

the Construction Contracts;

(ii)

the Leases;

(iii)

the Grain Supply Agreements;

(iv)

the Ethanol Offtake Agreements;

(v)

the DG Offtake Agreements;

(vi)

the O&M Agreements;

(vii)

the Borrower LLC Agreements;

(viii)

the Project Document Guarantees;

(ix)

any other documents designated as a Project Document by the Borrowers' Agent and the Administrative Agent;

(x)

each Additional Project Document; and

(xi)

any replacement agreement for any of such agreements.

"Project Document Termination Payments" means all payments that are required to be paid to or for the account of any Borrower as a result of the termination of any Project Document.

"Project Party" means each Person (other than the Borrowers) who is a party to a Project Document.

Exhibit A - - 53

"Prospective Debt Service Coverage Ratio" means, for any Quarterly Payment Date, for the Fiscal Quarter including such Quarterly Payment Date and the three (3) Fiscal Quarters immediately following such Quarterly Payment Date, the ratio of (i) Cash Flow Available for Debt Service projected for such period to (ii) Debt Service projected for such period, in each case based on the then-current Operating Budget approved in accordance with Section 7.01(j) (Affirmative Covenants - Operating Budget), as the same has been updated (if necessary) to reflect the then-current projections for commodity prices, and approved by the Administrative Agent, acting reasonably.

"Prudent Ethanol Operating Practice" means those reasonable practices, methods and acts that (i) are commonly used in the regions where the Plants are located to manage, operate and maintain ethanol production, distribution, equipment and associated facilities of the size and type that comprise the Project safely, reliably, and efficiently and in compliance with applicable Laws, manufacturers' warranties and manufacturers' and licensor's recommendations and guidelines, and (ii) in the exercise of reasonable judgment, skill, diligence, foresight and care are expected of an ethanol plant operator, in order to efficiently accomplish the desired result consistent with safety standards, applicable Laws, manufacturers' warranties, manufacturers' recommendations and, in the case of the Project, the Project Documents. Prudent Ethanol Operating Practice does not necessarily mean one particular practice, method, equipment specifications or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, equipment specifications and standards.

"Qualified Counterparty" means any of the following: (i) any Person who is a Lender, the Administrative Agent, or the Collateral Agent on the date the relevant Interest Rate Protection Agreement is entered into or (ii) any Affiliate of any Person listed in clause (i).

"Quarterly Payment Date" means each of March 31, June 30, September 30 and December 31.

"Quarterly Period" means each three (3) month period beginning on (and including) the day immediately following a Quarterly Payment Date and ending on (and including) the next Quarterly Payment Date.

"RCRA" means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

"Register" has the meaning set forth in Section 11.03(c) (Assignments).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.

Exhibit A - - 54

"Removal," "Remedial" and "Response" actions shall include the types of activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those which might be taken by a Governmental Authority or those which a Governmental Authority or any other Person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other Persons under "removal," "remedial," or other "response" actions.

"Reportable Event" means a "reportable event" within the meaning of Section 4043(c) of ERISA.

"Required Cash Sweep" means each mandatory prepayment of the Loans made pursuant to Section 3.10(b)(i) (Mandatory Prepayment).

"Required Equity Contributions" means, collectively, the Stockton Required Equity Contribution, the Brawley Required Equity Contribution and the Burley Required Equity Contribution.

"Required Lenders" means (a) at any time prior to the Conversion Date, Lenders (excluding all Non-Voting Lenders) holding in excess of fifty percent (50.00%) of the Construction Loan Commitments and the Working Capital Loan Commitments (excluding the Construction Loan Commitments and the Working Capital Loan Commitments of all Non-Voting Lenders) and (b) at any time after the Conversion Date, Lenders (excluding all Non-Voting Lenders) holding in excess of fifty percent (50.00%) of an amount equal to (x) the then aggregate outstanding principal amount of the Loans plus (y) the undisbursed amount of the Aggregate Working Capital Loan Commitment (excluding the principal amounts of any Loans made by, and any Working Capital Loan Commitments of, any Non-Voting Lenders).

"Required LLC Provisions" has the meaning provided in Section 5.24 (Required LLC Provisions).

"Restoration or Replacement Plan" means a plan and time schedule, reasonably satisfactory to the Administrative Agent (in the case of amounts less than or equal to five million Dollars ($5,000,000) arising from any one claim or any series of claims relating to the same occurrence with respect to the same Plant) or the Required Lenders (in the case of amounts greater than five million Dollars ($5,000,000) arising from any one claim or any series of claims relating to the same occurrence with respect to the same Plant), and in either such case reasonably satisfactory to the Independent Engineer, for the application of Insurance Proceeds or Condemnation Proceeds arising from any Casualty Event or Event of Taking, as the case may be, and any other funds available to the Borrowers with which to restore or replace any Plant (or any portion thereof) affected by such Casualty Event or Event of Taking, as the case may be.

Exhibit A - - 55

"Restricted Payment Certificate" means a certificate in substantially the form of Exhibit 7.02(s), duly executed by an Authorized Officer of the Borrowers' Agent.

"Restricted Payments" means any (a) dividend or other distribution (whether in cash, securities or other property), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any Equity Interests of any Borrower, or on account of any return of capital to any holder of any such Equity Interest in, or any other Affiliate of, any Borrower, or any option, warrant or other right to acquire any such dividend or other distribution or payment, (b) any payment in respect to Subordinated Debt Obligations (other than the Current Priority Subordinated Interest), and (c) any payment of any management, consultancy, administrative, services, or other similar payments to any Person who owns, directly or indirectly, any Equity Interest in any Borrower, or any Affiliate of any such Person (provided that (i) payments made under the Affiliated Project Documents when due and payable in accordance with the terms thereof and the terms of the Financing Documents, (ii) any Permitted Tax Distributions, (iii) any payment made to Pacific Ethanol pursuant to Section 3.01(c) (Sponsor's Warranty Undertaking) or 4.02 (Adjustments to Warranty Funding Cap and Sponsor Funding Cap) of the Sponsor Support Agreement and (iv) any Sponsor Support Reimbursement Funding, any Sponsor Support Reimbursement, or any Buy-Down L.D. Reimbursement, shall each not constitute Restricted Payments).

"Revenue Account" has the meaning set forth in Section 8.01(f) (Establishment of Project Accounts).

"Revenue Account Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.08-A (prior to the Conversion Date) or Exhibit 8.08-B (on and after the Conversion Date), in each such case duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Revenue Account.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

"Schedule of Values" means, with respect to each Plant, any "schedule of values" provided in any Construction Contract for such Plant.

"Security" means the security created in favor of the Collateral Agent pursuant to the Security Documents.

"Security Agreements" means, collectively, the Madera Security Agreement, the Boardman Security Agreement, the Stockton Security Agreement (when entered into), the Brawley Security Agreement (when entered into), the Burley Security Agreement (when entered into) and the Pacific Holding Security Agreement.

Exhibit A - - 56

"Security Documents" means:

(i)

each Mortgage;

(ii)

this Agreement (to the extent that it relates to the Project Accounts);

(iii)

the Consents;

(iv)

the Pledge Agreements;

(v)

the Security Agreements;

(vi)

any other document designated as a Security Document by the Borrowers' Agent and the Administrative Agent; and

(vii)

any fixture filings, financing statements, notices, authorization letters, or other certificates filed, recorded or delivered in connection with the foregoing.

"Senior Secured Parties" means the Lenders, the Agents, any Interest Rate Protection Provider, and each of their respective successors, transferees and assigns.

"Site" means, with respect to each Plant, those certain parcels described on Schedule 5.13(a) with respect to such Plant (as such Schedule may be updated with the prior written approval of the Administrative Agent).

"Solvent" means, with respect to any Person, that as of the date of determination both (i) (A) the then fair saleable value of the property of such Person is (y) greater than the total amount of liabilities (including Contingent Liabilities but excluding amounts payable under intercompany loans or promissory notes) of such Person and (z) not less than the amount that will be required to pay the probable liabilities on such Person's then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (B) such Person's capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (C) such Person does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is "solvent" within the meaning given that term and similar terms under applicable Laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any Contingent Liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Exhibit A - - 57

"Sponsor Support Agreement" means the Sponsor Support Agreement, dated on or about the date hereof, in form and substance reasonably satisfactory to the Lenders, pursuant to which Pacific Ethanol agrees to provide support for the Project on the terms and conditions set forth therein.

"Sponsor Support Reimbursement Funding" means any Funding of Construction Loans for a Greenfield Plant that is applied to reimburse Pacific Ethanol for payments made under the Sponsor Support Agreement, as contemplated by Section 2.04(g) (Sponsor's Deficiency Funding Obligation) of the Sponsor Support Agreement.

"Sponsor Support Reimbursements" means any reimbursements for Sponsor Deficiency Payments and/or Sponsor Warranty Payments (each as defined in the Sponsor Support Agreement) that Pacific Ethanol is entitled to receive pursuant to Section 2.04(g) (Sponsor's Deficiency Funding Obligation), Section 4.02 (Adjustments to Warranty Funding Cap and Sponsor Funding Cap) and Section 3.01(c) (Sponsor's Warranty Undertaking) of the Sponsor Support Agreement.

"SPV" has the meaning provided in Section 11.03(h) (Assignments).

"Stated Amount" has the meaning specified for such term in any Letter of Credit or Debt Service Reserve Letter of Credit, as the case may be.

"Stockton" has the meaning set forth in the Preamble.

"Stockton Construction Account" has the meaning set forth in Section 8.01(c) (Establishment of Project Accounts).

"Stockton Construction Budget" means the budget attached hereto as Schedule 7.02(t) that sets forth all categories of costs and expenses required in connection with the development, construction, start-up, and testing of the Stockton Plant, including all construction costs and non-construction costs, all costs under the Stockton Construction Contract, all interest, taxes and other carrying costs related to the Construction Loans for the Stockton Plant, and costs related to the construction of the facilities described under the Project Documents relating to the Stockton Plant, as updated from time to time in accordance with Section 6.04(h) (Conditions to First Funding for Each Greenfield Plant –Construction Schedule and Updated Budget) and Section 7.02(t) (Negative Covenants - Construction Budget).

Exhibit A - - 58

"Stockton Construction Withdrawal Certificate" means a certificate in substantially the form of Exhibit 8.05, duly executed by an Authorized Officer of the Borrowers' Agent, directing the transfer or withdrawal of funds from the Stockton Construction Account.

"Stockton Deed of Trust" means the Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, in substantially the form of Exhibit 6.04(g)-A (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Stockton to Stewart Title Guaranty Company, as trustee, for the benefit of the Collateral Agent, as the beneficiary.

"Stockton Equity Contributions" means the aggregate total amount of (i) the Stockton Required Equity Contribution (following the contribution of such amounts to Stockton and their application to Stockton Project Costs) and (ii) all other equity contributed to Stockton and applied to Stockton Project Costs.

"Stockton Insurance and Condemnation Proceeds Account" has the meaning provided in Section 8.01(n) (Establishment of Project Accounts).

"Stockton Lease" means the lease to be entered into between the Stockton Port District and Stockton.

"Stockton Plant" means the ethanol production facility located at Stockton, California, with a design basis capacity of approximately fifty (50) million gallons-per-year of denatured ethanol, including the Site on which such facility is located, and all buildings, structures, improvements, easements and other property related thereto.

"Stockton Pledge Agreement" means the Pledge and Security Agreement, in substantially the form of Exhibit 6.04(g)-B (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be entered into among Pacific Holding, Stockton and the Collateral Agent, pursuant to which Pacific Holding will pledge one hundred percent (100%) of the Equity Interests in Stockton to the Collateral Agent.

"Stockton Project Costs" means the following costs and expenses incurred by the Borrowers in connection with the Stockton Plant prior to the Commercial Operation Date for the Stockton Plant and set forth in the then-current Stockton Construction Budget or otherwise approved in writing by the Administrative Agent (in consultation with the Independent Engineer):

Exhibit A - - 59

(i)

costs incurred by the Borrowers under the Stockton Construction Contracts, and other costs directly related to the acquisition, site preparation, design, engineering, construction, installation, start-up, and testing of the Stockton Plant;

(ii)

fees and expenses incurred by or on behalf of the Borrowers and allocated to the Stockton Plant in connection with the development of the Project and the consummation of the transactions contemplated by this Agreement, including financial, accounting, legal, surveying and consulting fees, and the costs of preliminary engineering;

(iii)

interest and Fees on the Construction Loans for the Stockton Plant;

(iv)

(v)

insurance premiums with respect to the Title Insurance Policy for the Stockton Plant and the insurance for the Stockton Plant required pursuant to Section 7.01(h) (Affirmative Covenants - Insurance);

(vi)

costs of corn and natural gas utilized for commissioning, Performance Tests for, and operation of, the Stockton Plant prior to its Commercial Operation Date; and

(vii)

all other costs and expenses included in the then-current Stockton Construction Budget.

"Stockton Required Equity Contribution" means, as of the initial Funding Date for the Stockton Plant, an amount equal to the aggregate total amount of Project Costs in the Construction Budget for the Stockton Plant approved pursuant to Section 6.04(h)(i) (Conditions to First Funding for Each Greenfield Plant - Construction Schedule and Updated Budget) minus (x) five million Dollars ($5,000,000) and (y) the lesser of (A) forty-five million Dollars ($45,000,000) or (B) an amount equal to forty percent (40%) of such aggregate Project Costs.

"Stockton Security Agreement" means the Assignment and Security Agreement, in substantially the form of Exhibit 6.04(g)-C (or with changes agreed to by the Borrowers, the Administrative Agent and the Collateral Agent, in each case acting reasonably), to be made by Stockton in favor of the Collateral Agent.

Exhibit A - - 60

"Stockton Warranty Account" has the meaning provided in Section 8.01(t) (Establishment of Project Accounts).

"Storage Facilities" means the facilities described on Schedule 7.02(f).

"Subordinated Debt Agreements" means each agreement with respect to Project Company Subordinated Debt or Indebtedness of Affiliates of the Borrowers the proceeds of which will be used exclusively for the payment of Project Costs and transaction costs associated therewith, each of which shall be in form and substance satisfactory to the Administrative Agent in its sole discretion or otherwise reasonably satisfactory to the Required Lenders.

"Subordinated Lenders" means any lenders providing financing under any Subordinated Debt Agreement.

"Subordinated Loans" means each loan (or similar funding) made pursuant to any Subordinated Debt Agreement.

"Subsidiary" of any Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

"Substitute Facility" means, upon the written request of the Borrowers and approval by all of the Lenders (which approval shall be based on customary due diligence, and subject to execution and delivery of mutually satisfactory amendments to the Financing Documents and additional security documents) an ethanol production facility in development by a subsidiary of Pacific Holding that is substituted for one of the Greenfield Facilities (and related Borrowers); provided that if such proposed replacement facility is an ethanol facility to be located at Plymouth, Washington with a design basis capacity of approximately fifty (50) million gallons per year of denatured ethanol, together with wet and dried distiller's grains and carbon dioxide as described to the Lead Arrangers prior to the date hereof, the consent of Lenders holding eighty percent (80%) or more of the Commitments will be required for such approval.

"Successful Syndication" has the meaning provided in the Commitment Letter among WestLB, Mizuho Corporate Bank, Ltd. and Pacific Ethanol, dated as of January 10, 2007.

Exhibit A - - 61

"Survey" means, with respect to any Site, a survey conforming with the ALTA/ACSM 2005 survey standards, including Table A items 6, 8, 10 and 11(a).

"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement and (c) for the avoidance of doubt, includes the Permitted Commodity Hedging Arrangements and any Interest Rate Protection Agreements and excludes any contract for the physical sale or purchase of any commodity.

"Swap Termination Value" means, in respect of any one or more Swap Contracts (including any Permitted Commodity Hedging Arrangements or any Interest Rate Protection Agreements), after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, in accordance with the terms of the applicable Swap Contract, or, if no provision is made therein, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

"Target Balance Amount" means the aggregate of all principal payable under the Loans projected to be outstanding on each Quarterly Payment Date, as set forth on Schedule 8.08(c)(xiii).

"Tax" or "Taxes" means any present or future taxes (including income, gross receipts, license, payroll, employment, excise, severance, stamp, documentary, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other tax of any kind whatsoever), levies, imposts, duties, fees or charges (including any interest, penalty, or addition thereof) imposed by any government or any governmental agency or instrumentality or any international or multinational agency or commission.

"Tax Return" means all returns, declarations, reports, claims for refund and information returns and statements of any Person required to be filed with respect to, or in respect of, any Taxes, including any schedule or attachment thereto and any amendment thereof.

Exhibit A - - 62

"Term Loan Commitment" means the Tranche A Term Loan Commitment and the Tranche B Term Loan Commitment, as the context requires.

"Term Loan Commitment Percentage" means, as to any Lender at any time, the percentage that such Lender's Term Loan Commitment then constitutes of the Aggregate Term Loan Commitment.

"Term Loans" means, collectively, the Tranche A Term Loans and the Tranche B Term Loans.

"Term Notes" means the promissory notes of each Borrower, substantially in the form of Exhibit 2.07, evidencing Term Loans.

"Termination Event" means (i) a Reportable Event with respect to any ERISA Plan, (ii) the initiation of any action by any Borrower, any ERISA Affiliate or any ERISA Plan fiduciary to terminate an ERISA Plan (other than a standard termination under Section 4041(b) of ERISA) or the treatment of an amendment to an ERISA Plan as a termination under Section 4041(e) of ERISA, (iii) the institution of proceedings by the PBGC under Section 4042 of ERISA to terminate an ERISA Plan or to appoint a trustee to administer any ERISA Plan, (iv) the withdrawal of any Borrower or any ERISA Affiliate from a Multiemployer Plan during a plan year in which such Borrower or such ERISA Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or the cessation of operations which results in the termination of employment of twenty percent (20%) of Multiemployer Plan participants who are employees of any Borrower or any ERISA Affiliate, (v) the partial or complete withdrawal of any Borrower or any ERISA Affiliate from a Multiemployer Plan, or (vi) any Borrower or any ERISA Affiliate is in default (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

"Title Insurance Company" means Stewart Title Guaranty Company or such other title insurance company or companies reasonably satisfactory to the Administrative Agent.

"Title Insurance Policy" has the meaning provided in Section 6.01(q) (Conditions to Closing - Title Insurance).

"Tranche" means, as the case may be, the Tranche A Construction Loans, the Tranche A Term Loans, the Tranche B Construction Loans or the Tranche B Term Loans.

"Tranche A Applicable Margin" means (a) with respect to the Eurodollar Loans (i) prior to the Conversion Date, three and three-quarters percent (3.75%), and (ii) on and after the Conversion Date, three and one-quarter percent (3.25%), and (b) with respect to the Base Rate Loans (i) prior to the Conversion Date, two and three-quarters percent (2.75%), and (ii) on and after the Conversion Date, two and one-quarter percent (2.25%).

Exhibit A - - 63

"Tranche A Construction Loan Commitment" means, with respect to each Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Construction Loans, as set forth opposite the name of such Tranche A Lender in Schedule 1.01(a), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation).

"Tranche A Construction Loans" means, collectively, the In-Progress Plant 2 Tranche A Construction Loans, the Greenfield Plant 1 Tranche A Construction Loans, the Greenfield Plant 2 Construction Loans and the Greenfield Plant 3 Construction Loans.

"Tranche A Lenders" means those Lenders of Tranche A Loans, as identified on Schedule 1.01(a) and each other Person that acquires the rights and obligations of any such Lender pursuant to Section 11.03 (Assignments).

"Tranche A Loans" means, collectively, the Tranche A Construction Loans and the Tranche A Term Loans.

"Tranche A Term Loan Commitment" means, with respect to each Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Term Loans, as set forth opposite the name of such Tranche A Lender in Schedule 1.01(a), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation).

"Tranche A Term Loans" has the meaning provided in Section 2.02(a) (Term Loans).

"Tranche B Applicable Margin" means (a) with respect to the Eurodollar Loans, four and thirty-five hundredths percent (4.35%), and (b) with respect to the Base Rate Loans, three and thirty-five hundredths percent (3.35%).

"Tranche B Construction Loan Commitment" means, with respect to each Tranche B Lender, the commitment of such Tranche B Lender to make Tranche B Construction Loans, as set forth opposite the name of such Tranche B Lender in Schedule 1.01(a), as the same may be reduced or increased in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation).

Exhibit A - - 64

"Tranche B Construction Loans" means, collectively, the In-Progress Plant 1 Construction Loans, the In-Progress Plant 2 Tranche B Construction Loans and the Greenfield Plant 1 Tranche B Construction Loans.

"Tranche B Conversion Disbursement" means any funding of Tranche B Loans in accordance with Section 2.09(c) (Tranche Reallocation).

"Tranche B Escrow Disbursement" means the disbursement of the Tranche B Construction Loans to the Escrow Account following the occurrence of the Closing Date.

"Tranche B Lenders" means those Lenders of Tranche B Loans, as identified on Schedule 1.01(a) and each other Person that acquires the rights and obligations of any such Lender pursuant to Section 11.03 (Assignments).

"Tranche B Loans" means, collectively, the Tranche B Construction Loans and the Tranche B Term Loans.

"Tranche B Term Loan Commitment" means, with respect to each Tranche B Lender, the commitment of such Tranche B Lender to make Tranche B Term Loans, as set forth opposite the name of such Tranche B Lender in Schedule 1.01(a), as the same may be reduced or increased in accordance with Section 2.08 (Termination or Reduction of Commitments) Section 2.09 (Tranche Reallocation).

"Tranche B Term Loans" has the meaning provided in Section 2.02(b) (Term Loans).

"Tranche Commitment Percentage" means, as to any Lender at any time, the percentage that such Lender's Tranche B Construction Loan Commitment, Tranche B Term Loan Commitment, Tranche A Construction Loan Commitment or Tranche A Term Loan Commitment then constitutes of the Aggregate Tranche Commitment for the applicable Tranche.

"Tranche Conversion Date" has the meaning provided in Section 2.09 (Tranche Reallocation).

"Tranche Conversion Notice" means a notice from a Tranche Reallocation Eligible Lender in substantially the form of Exhibit 2.09.

"Tranche Reallocation Eligible Commitments" means the Commitments of the Tranche Reallocation Eligible Lenders identified on Schedule 2.09, as the same may be increased or reduced in accordance with Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation).

Exhibit A - - 65

"Tranche Reallocation Eligible Lenders" means the Lead Arrangers identified on Schedule 2.09, or any transferee or assignee of such Lead Arrangers (in their capacity as Lenders).

"Transaction Documents" means, collectively, the Financing Documents and the Project Documents.

"Unfunded Benefit Liabilities" means, with respect to any ERISA Plan at any time, the amount (if any) by which (i) the present value of all accrued benefits calculated on an accumulated benefit obligation basis and based upon the actuarial assumptions used for accounting purposes (i.e., those determined in accordance with FASB statement No. 35 and used in preparing the ERISA Plan's financial statements) exceeds (ii) the fair market value of all ERISA Plan assets allocable to such benefits, determined as of the then most recent actuarial valuation report for such ERISA Plan.

"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of provisions relating to such perfection or priority and for purposes of definitions related to such provisions.

"United Capital Loan Facility" means the Construction and Term Loan Agreement, dated as of April 10, 2006, among Madera, the lenders party thereto from time to time, TD BankNorth, N.A., as administrative agent, and the other parties thereto, and all agreements related thereto and all Indebtedness incurred by Madera thereunder.

"United States" or "U.S." means the United States of America, its fifty States and the District of Columbia.

"United States Person" means a "United States person" as defined in Section 7701(a)(30) of the Code.

"Value" means, with respect to any inventory or other goods, the cost thereof to any Borrower, calculated on a first-in-first-out basis in accordance with GAAP.

"Warranty Accounts" means, collectively, the Madera Warranty Account, the Boardman Warranty Account, the Stockton Warranty Account, the Brawley Warranty Account, and the Burley Warranty Account.

Exhibit A - - 66

"Warranty Notice" has the meaning set forth in the Sponsor Support Agreement.

"Warranty Proceeds" means all amounts required to be paid by Pacific Ethanol pursuant to Section 3.05(a) (Sponsor's Warranty Funding Obligations) of the Sponsor Support Agreement.

"Warranty Proceeds Request Certificate" means a certificate in substantially the form of Exhibit 8.16, duly executed by an Authorized Officer of the Borrowers' Agent and setting forth proposed instructions for the transfer or withdrawal of Warranty Proceeds from a Warranty Account.

"Warranty Work" has the meaning set forth in the Sponsor Support Agreement.

"WDG" means wet distillers grains produced by the Borrowers at the Plants.

"WestLB" means WestLB AG, New York Branch.

"Working Capital Applicable Margin" means (a) with respect to the Eurodollar Loans (i) prior to the Conversion Date, three and three-quarters percent (3.75%), and (ii) on and after the Conversion Date, three and one-quarter percent (3.25%), and (b) with respect to the Base Rate Loans (i) prior to the Conversion Date, two and three-quarters percent (2.75%), and (ii) on and after the Conversion Date, two and one-quarter percent (2.25%).

"Working Capital Expenses" means, collectively, Project Costs relating to initial start-up and testing of a Plant, Operation and Maintenance Expenses and Maintenance Capital Expenses.

"Working Capital Funding Notice" means each request for Funding of Working Capital Loans in the form of Exhibit 2.05-A delivered in accordance with Section 2.05 (Notice of Fundings).

"Working Capital LC Collateral Sub-Account" has the meaning provided in Section 8.11(a) (Working Capital Reserve Account).

"Working Capital Lenders" means those Lenders of Working Capital Loans, as identified on Schedule 1.01(a), and each other Person that acquires the rights and obligations of any such Lender pursuant to Section 11.03 (Assignments).

"Working Capital Loan" has the meaning provided in Section 2.03 (Working Capital Loans).

Exhibit A - - 67

"Working Capital Loan Availability" means, on a cumulative basis:

(i)

on or after the Funding of the In-Progress Plant 1 Construction Loans, up to five million Dollars ($5,000,000);

(ii)

on or after the Funding of the In-Progress Plant 2 Construction Loans, up to five million Dollars ($5,000,000); and

(iii)

on or after the Commercial Operation Date for each Greenfield Plant (or, prior to the Conversion Date, if needed for approved start-up costs following the initial Funding of Construction Loans for such Plant), up to an additional five million Dollars ($5,000,000) per each Greenfield Plant;

provided, that, on and after the initial Commercial Operation Date, the Working Capital Loan Availability shall at no time exceed the Borrowing Base for the Project, as certified from time to time by the Borrowers' Agent.

"Working Capital Loan Commitment" means, with respect to each Working Capital Lender, the commitment of such Working Capital Lender to make Working Capital Loans, as set forth opposite the name of such Working Capital Lender in Schedule 1.01(a), as the same may be reduced in accordance with Section 2.08 (Termination or Reduction of Commitments).

"Working Capital Loan Commitment Percentage" means, as to any Working Capital Lender at any time, the percentage that such Working Capital Lender's Working Capital Loan Commitment then constitutes of the Aggregate Working Capital Loan Commitment.

"Working Capital Maturity Date" means (i) the date that occurs twelve (12) months after the Conversion Date, or (ii) to the extent that some or all of the Working Capital Lenders decide to extend or renew the Working Capital Loan Commitment, such date as shall be determined by such Working Capital Lenders.

"Working Capital Notes" means the promissory notes of the Borrower, substantially in the form of Exhibit 2.07, evidencing Working Capital Loans.

Exhibit A - - 68

"Working Capital Plant Commitment" means, with respect to each Plant, five million Dollars ($5,000,000).

"Working Capital Reserve Account" has the meaning set forth in Section 8.01(i) (Establishment of Project Accounts).

"Working Capital Reserve Required Amount" means, following any termination or reduction in the Working Capital Loan Commitment in accordance with Section 2.08 (Termination or Reduction of Commitments), an aggregate amount equal to all such terminations or reductions.

"Working Capital Transfer Certificate" means a certificate in substantially the form of Exhibit 8.11, duly executed by an Authorized Officer of the Borrowers' Agent.

"Work Schedule" means, with respect to each Plant, any "work schedule" identified in any Construction Contract for such Plant.

This issuance request notice (this "Issuance Request"), dated as of [_____], 200[__], is delivered to WESTLB AG, NEW YORK BRANCH, as administrative agent for the Lenders (the "Administrative Agent") and as the Issuing Bank, pursuant to Section 2.04 of the Credit Agreement, dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), 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"), Pacific Ethanol Imperial, LLC, a Delaware limited liability company ("Brawley") and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

WHEREAS, the Borrowers wish to request the issuance of a Letter of Credit under the Credit Agreement in accordance with Section 2.04 of the Credit Agreement and on the terms and conditions set forth therein and herein.

WHEREAS, to induce the Issuing Bank to provide Letters of Credit under the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers hereby agree as follows:

2.04-1

Section 1. Credit Issuance Request. (i) The Borrowers hereby irrevocably request the issuance of a Letter of Credit (the "Proposed Letter of Credit") in the amount of [____] Dollars ($[____]) for the benefit of [Pacific Holding] [Madera] [Boardman] [Stockton] [Brawley] [Burley] with respect to the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Plant and the initial Funding for such Plant has been made (or will be made simultaneously with the issuance of such Proposed Letter of Credit).

(ii) The Issuance Date proposed for such Proposed Letter of Credit is [______], 200[_] (the "Proposed Letter of Credit Issuance Date"). The Borrowers hereby certify that this Issuance Request is being delivered to the Administrative Agent not later than five (5) Business Days prior to the Proposed Letter of Credit Issuance Date, and that the Proposed Letter of Credit Issuance Date is a day that is no later than thirty (30) days preceding the Working Capital Maturity Date.

(iii) The term of the Proposed Letter of Credit will expire on [_____], 200[_] (which date is prior to the Working Capital Maturity Date).

(iv) Attached hereto as Annex A is a proposed form for the Proposed Letter of Credit, which includes the draw conditions for the Proposed Letter of Credit (which shall be subject to approval of the Issuing Bank pursuant to Section 2.04(i) of the Credit Agreement).

Section 2. Certifications. The Borrowers certify that on the date hereof, and as of the Proposed Letter of Credit Issuance Date:

(i) the First Escrow Release Date has occurred or will occur simultaneously with the issuance of the Proposed Letter of Credit;

(ii) each of the conditions to the issuance of the Proposed Letter of Credit set forth in Article VI of the Credit Agreement has been satisfied (or waived in accordance with the terms thereof) and the Borrowers are in compliance with each such condition, before and after giving effect to the issuance of such Proposed Letter of Credit and to the application of the proceeds therefrom;

[(iii) each of the Funding Representations and Warranties made by each of the Borrowers, Pledgor and Pacific Ethanol in the Financing Documents is true and correct in all material respects (except with respect to representations and warranties that expressly refer to an earlier date), before and after giving effect to the Proposed Letter of Credit;] [To be included prior to the Conversion Date.]

[(iii) each of the representations and warranties made by each of the Borrowers, Pledgor and Pacific Ethanol in the Financing Documents is true and correct in all material respects (except with respect to representations and warranties that expressly

2.04-2

refer to an earlier date), before and after giving effect to the Proposed Letter of Credit;] [To be included after the Conversion Date.]

[(iv) no Funding Default or Event of Default has occurred and is continuing or would occur as a result of the issuance of the Proposed Letter of Credit;] [To be included prior to the Conversion Date.]

[(iv) no Default or Event of Default has occurred and is continuing or would occur as a result of the issuance of the Proposed Letter of Credit;] [To be included after the Conversion Date.]

(v) since September 30, 2006, no Material Adverse Effect has occurred and is continuing;

(vi) the Proposed Letter of Credit is being requested to satisfy [Pacific Holding] [Madera] [Boardman] [Stockton] [Brawley] [Burley] obligation to provide a letter of credit under Section [_____] of the [insert name of Contractual Obligation or Governmental Approval] relating to the [Madera] [Boardman] 'Stockton] [Brawley] [Burley] Plant;

(vii) upon the issuance of the Proposed Letter of Credit, the aggregate Stated Amounts of all issued and outstanding Letters of Credit shall not exceed the LC Cap;

(viii) upon the issuance of the Proposed Letter of Credit, the aggregate Stated Amounts of all issued and outstanding Letters of Credit plus the aggregate outstanding principal amount of all Working Capital Loans shall not exceed the Aggregate Working Capital Loan Commitment or the current Working Capital Loan Availability; and

(ix) all and each of the statements contained in this Issuance Request are true and correct.

Section 3. Governing Law. This Issuance Request shall be governed by and construed in accordance with, the laws of the State of New York.

Section 4. Execution in Counterparts. This Issuance Request may be executed by the parties hereto in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single document.

The undersigned officers are executing this Issuance Request not in their individual capacities but in their capacities as Authorized Officers of the Borrowers.

2.04-3

IN WITNESS WHEREOF, the undersigned has caused this Issuance Request to be duly executed and delivered as of the day and year first written above.

	PACIFIC ETHANOL HOLDING CO. LLC, as Borrower


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MADERA LLC, as Borrower


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL COLUMBIA, LLC, as Borrower


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL STOCKTON, LLC, as Borrower


	By: _______________________________
	Name:
	Title:

2.04-4

	PACIFIC ETHANOL IMPERIAL, LLC, as Borrower


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MAGIC VALLEY, LLC, as Borrower


	By: _______________________________
	Name:
	Title:

2.04-5

Annex A to

Exhibit 2.04

FORM FOR PROPOSED LETTER OF CREDIT

WORKING CAPITAL FUNDING NOTICE

This Working Capital funding notice (this "Working Capital Funding Notice"), dated as of [________], 200[_], is delivered to WESTLB AG, NEW YORK BRANCH, as administrative agent (the "Administrative Agent"), pursuant to Section 2.05 of the Credit Agreement, dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A. as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. This Working Capital Funding Notice sets forth certain undertakings of the Borrowers with respect to the transactions contemplated by the Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

WHEREAS, the Borrowers wish to propose a Working Capital Funding under the Credit Agreement in accordance with Section 2.05 of the Credit Agreement and on the terms and conditions set forth therein and herein.

WHEREAS, to induce the Lenders to extend credit under the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers hereby agree as follows:

2.05-A - 1

Section 1. Funding Request. The Borrowers hereby irrevocably propose a Working Capital Funding (the "Proposed Working Capital Funding") under each of the Loans set forth below in the amounts set forth below: [Note: each Working Capital Funding Notice should only include those provisions applicable to the requested Funding.]

(a) [___] Dollars ($[______]) requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] for [Madera] [Boardman] [Stockton] [Brawley] [Burley] Project Costs relating to initial start-up and testing for such Plant;

(b) [____] Dollars ($[_____] requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] for [Madera] [Boardman] [Stockton] [Brawley] [Burley] Operation and Maintenance Expenses;

(c) [____] Dollars ($[_____]) requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[_____]) requested to be funded as] [Base Rate Loans] for [Madera] [Boardman] [Stockton] [Brawley] [Burley] Maintenance Capital Expenses.

The Funding Date proposed for such Proposed Working Capital Funding is [_____], 200[_] (the "Proposed Working Capital Funding Date"). The Borrowers hereby certify that this Working Capital Funding Notice is being delivered to the Administrative Agent not later than 12:00 Noon New York City time five (5) Business Days prior to the Proposed Working Capital Funding Date, and that the Proposed Working Capital Funding Date is a Business Day.

[The duration of the initial Interest Period for the Eurodollar Loans requested as [part of] the Proposed Working Capital Funding is [_____] ([_____]) months.]

The Borrowers hereby request that on the Proposed Working Capital Funding Date the Administrative Agent deliver by wire transfer, in immediately available funds, the proceeds of such Proposed Working Capital Funding in the following amounts, which are subject to the limits set forth in Section 2.03(a) and Section 2.03(b) of the Credit Agreement, as specified below:

(a) [____] Dollars ($[____]) to the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Construction Account, Account No. [_______________];

(b) [____] Dollars ($[____]) to the Operating Account, Account No. [_____]; and

2.05-A - 2

Section 3. Certifications. The Borrowers certify that as of the Proposed Working Capital Funding Date:

(i) each of the conditions to the Proposed Funding set forth in Article VI of the Credit Agreement have been satisfied;

(ii) the Borrowers are in compliance with all applicable conditions set forth in Article VI of the Credit Agreement, on and as of the Proposed Working Capital Funding Date, before and after giving effect to such Proposed Working Capital Funding and to the application of the proceeds therefrom;

(iii) [each of the Funding Representations and Warranties made by each of the Borrowers, the Pledgor and Pacific Ethanol in the Financing Documents is true and correct in all material respects (except with respect to representations and warranties that expressly refer to an earlier date), before and after giving effect to the Proposed Working Capital Funding and to the application of the proceeds of such Proposed Working Capital Funding]; [Applicable for Funding Notices delivered prior to the Conversion Date or Conversation Date Certain.]

(iv) [each of the representations and warranties made by each of the Borrowers, the Pledgor and Pacific Ethanol in the Financing Documents is true and correct in all material respects (except with respect to representations and warranties that expressly refer to an earlier date), before and after giving effect to the Proposed Working Capital Funding and to the application of the proceeds of such Proposed Working Capital Funding]; [Applicable to Funding Notices delivered after the Conversion Date or Conversation Date Certain.]

(v) the Borrowers have delivered to the Administrative Agent the most recent Borrowing Base Certificate required to be delivered pursuant to Section 7.03(n) (Reporting Requirements) on [insert date];

(vi) [no Funding Default or Event of Default has occurred and is continuing or would occur as a result of the Proposed Working Capital Funding]; [Applicable for Funding Notices delivered prior to the Conversion Date or Conversation Date Certain.]

(vii) [no Default or Event of Default has occurred and is continuing or would occur as a result of the Proposed Working Capital Funding; [Applicable to Funding Notices delivered after the Conversion Date or Conversation Date Certain.]

2.05-A - 3

(viii) since September 30, 2006, no Material Adverse Effect has occurred and is continuing;

(ix) the Working Capital Loans requested pursuant to paragraph [( )] above will be used to pay to Project Costs that are due and owing for start-up costs with respect to the [Stockton] [Brawley] [Brawley] Plant;

(x) the Working Capital Loans requested pursuant to paragraph [( )] above are equal to amounts due and owing for Operation and Maintenance Expenses in accordance with the Operating Budget; it being hereby certified that adequate funds are not available for the payment of such Operation and Maintenance Expenses in the Operating Account and the amount of such Working Capital Loans, taken together with all amounts transferred to the Operating Account for the current calendar month, pursuant to Section 18.08(b)(i)] 18.08(c)(i)] and Section 8.11(b)(i) of the Credit Agreement (excluding any amounts so transferred to cover the cost of corn, natural gas, electricity, insurance premiums and Borrower Taxes), does not exceed the Permitted Operating Budget Deviation Levels;

(xi) the Working Capital Loans requested pursuant to paragraph [( )] above are equal to amounts due and owing for Maintenance Capital Expenses in accordance with the Operating Budget; it being hereby certified that adequate funds are not available for the payment of such Maintenance Capital Expenses in the Maintenance Capital Expense Account and the amount of such Working Capital Loans, taken together with all amounts transferred to the Maintenance Capital Expense Account for the current calendar month pursuant to Section [8.08(b)(ii)] [8.08(c)(ii)] and Section 8.08(b)(ii) of the Credit Agreement, does not exceed the Permitted Operating Budget Deviation Levels;

(xii) after giving effect to the Working Capital Loans requested hereunder, the aggregate principal amount of the Working Capital Loans, plus the aggregate Stated Amounts of all issued and outstanding Letters of Credit, will not exceed either (A) the Aggregate Working Capital Loan Commitment or (B) the Working Capital Availability as of the Proposed Working Capital Funding Date; and

(xiii) all and each of the statements contained in this Working Capital Funding Notice are true and correct.

Section 4. Governing Law. This Working Capital Funding Notice, and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

Section 5. Execution in Counterparts. This Working Capital Funding Notice may be executed by the parties hereto in counterparts (and by different parties

2.05-A - 4

hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single document.

The undersigned are executing this Working Capital Funding Notice not in their individual capacities but in their respective capacities as Authorized Officers of the Borrowers.

[The remainder of this page is intentionally blank. The next page is the signature page.]

2.05-A - 5

IN WITNESS WHEREOF, the undersigned have caused this Working Capital Funding Notice to be duly executed and delivered as of the day and year first written above.

	PACIFIC ETHANOL HOLDING CO. LLC


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MADERA LLC


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL COLUMBIA, LLC


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL STOCKTON, LLC


	By: _______________________________
	Name:
	Title:

2.05-A - 6

	PACIFIC ETHANOL IMPERIAL, LLC


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MAGIC VALLEY, LLC


	By: _______________________________
	Name:
	Title:

CONSTRUCTION FUNDING NOTICE

This construction funding notice (this "Construction Funding Notice"), dated as of [______], 200[_], is delivered to WESTLB AG, NEW YORK BRANCH, as administrative agent (the "Administrative Agent"), pursuant to Section 2.05 of the Credit Agreement, dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. This Construction Funding Notice sets forth certain undertakings of the Borrowers with respect to the transactions contemplated by the Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

WHEREAS, the Borrowers wish to propose a Construction Funding under the Credit Agreement in accordance with Section 2.05 of the Credit Agreement and on the terms and conditions set forth therein and herein;

[WHEREAS the [Stockton] [Brawley] [Burley] Plant is [Greenfield Plant I] [Greenfield Plant 2] [Greenfield Plant 3];] [To be included when applicable]

2.05-B - 1

[WHEREAS the [Madera] [Boardman] Plant is [In Progress Plant 1] [In Progress Plant 2];] [To be included when applicable] and

Section 1. Funding Request. [Note: each Construction Funding Notice should only include those provisions applicable to the requested Funding.]

The Borrowers hereby irrevocably propose a Construction Funding (the "Proposed Construction Funding") under each of the Loans set forth below in the amounts set forth below:

(a) [____] Dollars ($([____]), requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] under the In-Progress Plant 1 Construction Loans;

(b) [____] Dollars ($[____]), requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] under the In-Progress Plant 2 Construction Loans;

(c) [____] Dollars ($[____]), requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] under the Greenfield Plant 1 Construction Loans [for Stockton Project Costs] [for a Sponsor Support Reimbursement Funding] [for a Greenfield Top-up Funding, which amount is less than or equal to the Excess Construction Loan Commitment for the Stockton Plant] [on the Conversion Date for application in accordance with Section 2.06(e) of the Credit Agreement];

(d) [____] Dollars ($[____]), requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] under the Greenfield Plant 2 Construction Loans [for Brawley Project Costs] [for a Sponsor Support Reimbursement Funding] [for a Greenfield Top-up Funding, which amount is less than or equal to the Excess Construction Loan Commitment for the Brawley Plant] [on the Conversion Date for application in accordance with Section 2.06(e) of the Credit Agreement]; and

(e) [____] Dollars ($[____]), requested to be funded as [Eurodollar Loans] [and [____] Dollars ($[____]) requested to be funded as] [Base Rate Loans] under the Greenfield Plant 3 Construction Loans [for Burley Project Costs] [for a Sponsor Support Reimbursement Funding] [for a Greenfield Top-up Funding, which amount less than or is equal to the Excess Construction Loan Commitment for the Brawley Plant] [on the Conversion Date for application in accordance with Section 2.06(e) of the Credit Agreement].

2.05-B - 2

The funding date proposed for such Proposed Construction Funding is [____], 200[_] [(the "Proposed Construction Funding Date"). The Borrowers hereby certify that this Construction Funding Notice is being delivered to the Administrative Agent not later than 12:00 Noon New York City time five (5) Business Days prior to the Proposed Construction Funding Date, and that the Proposed Construction Funding Date is a Business Day.

[The duration of the initial Interest Period for the Eurodollar Loans requested as [part of] the Proposed Construction Funding is [____] ([__]) months.]

The Borrowers hereby request that on the Proposed Construction Funding Date the Administrative Agent deliver by wire transfer, in immediately available funds, the proceeds of such Proposed Construction Funding in the following amounts as specified below:

[The Proposed Construction Funding Date is a date other than the Conversion Date, and the proceeds of the Proposed Construction Funding are requested to be disbursed in the manner set forth below:

(a) [____]Dollars ($[____]) to the Stockton Construction Account, Account No [____];

(b) [____]Dollars ($[____]) to the Brawley Construction Account, Account No [____];

(d) [____]Dollars ($[____]) to the Construction Holding Account, Account No [____];

(e) [____]Dollars ($[____]) to the Administrative Agent, for the account of the Lenders, for the payment of interest and Fees due and owing on the Loans;

(f) [____] Dollars ($[____]) to Pacific Ethanol as a Sponsor Support Reimbursement Funding to pay amounts due and payable to Pacific Ethanol pursuant to Section 2.04(g) of the Sponsor Support Agreement;

(g) [____] Dollars ($[____]) to the Debt Service Reserve Account for funding of the Debt Service Reserve Requirement.]

[The Proposed Construction Funding Date is the Conversion Date, and the proceeds of the Proposed Construction Funding are requested to be disbursed in the manner set forth in Section 2 (Use of Proceeds) below.]

Section 2. Use of Proceeds. [The Proposed Construction Funding Date is a date other than the Conversion Date and the Borrowers shall use the proceeds of the Proposed Construction Funding as set forth below:

2.05-B - 3

(a) [____] Dollars ($[____]), for the payment of Stockton Project Costs payable under invoices attached hereto as Exhibit A1;

(b) [____] Dollars ($[____]), for the payment of Brawley Project Costs payable under invoices attached hereto as Exhibit A1;

(a) [____] Dollars ($[____]), for the payment of Burley Project Costs payable under invoices attached hereto as Exhibit A1;

(d) [____] Dollars ($[____]), for the payment of Fees due and owing on the Loans;

(e) [____] Dollars ($[____]), for the payment of interest due and owing on the Loans;

(f) [____] Dollars ($[____]), to the Construction Holding Account;

(g) [____] Dollars ($[____]), to Pacific Ethanol as a Sponsor Support Funding for payment in accordance with the Sponsor Support Agreement;

(h) [____] Dollars ($[____]), to the Debt Service Reserve Account for funding of the Debt Service Reserve Requirement; and

(i) [____] Dollars ($[____]), for the payment of the additional Project Costs set forth below in the amounts set forth below:

[insert description of Project Costs (other than interest and Fees on the Loans) that are not included in the attached invoices and that will be paid with proceeds of the Proposed Construction Funding.]

[The Proposed Construction Fundings are requested to be made on the Conversion Date and shall be applied (together with any amount on deposit it or standing to the credit of the Construction Accounts on the Conversion Date) in the manner set forth below:

first, [____] Dollars ($[____]) for deposit into the Debt Service Reserve Account, which amount, when taken together with all other amounts then on deposit in or credited to the Debt Service Reserve Account, equals fifty percent (50%) of the Debt Service Reserve Requirement as of the Conversion Date;

_______________

1 To be included if invoices are requested by the Independent Engineer.

2.05-B - 4

second, (i) [____] Dollars ($[____]) to ] for the payment of remaining Stockton Project Costs, (ii) [____] Dollars ($[____]) to [____] for the payment of remaining Brawley Project Costs and (iii) [____] Dollars ($[____]) to [____] for the payment of remaining Burley Project Costs;

third, [____] Dollars ($[____]) to Pacific Ethanol, which amount is equal to all Sponsor Support Reimbursement Fundings requested to be made on the Conversion Date;

fourth, [____] Dollars ($[____]) to Pacific Ethanol, which amount is equal to the aggregate amount of (A) all Greenfield Plant Top-Up Fundings that have not been utilized to fund Required Equity Contributions or Project Costs plus (B) all undisbursed Excess Construction Loan Commitments; and

fifth, [____] Dollars ($[____]), to the Revenue Account.

Section 3. Certifications. The Borrowers certify that on the date hereof, and as of the Proposed Construction Funding Date: [Note: each Construction Funding Notice should only include those provisions applicable to the requested Funding.]

(a) the aggregate principal amount of Greenfield Plant 1 Construction Loans disbursed prior to the Commercial Operation Date of Greenfield Plant 1 (taken together with the Working Capital Plant Commitment for Greenfield Plant 1), after giving effect to any Greenfield Plant 1 Fundings requested hereunder, does not exceed the lesser of (x) forty percent (40%) of budgeted Project Costs for Greenfield Plant 1 (as set forth in the current Construction Budget for such Plant) and (y) forty-five million Dollars ($45,000,000);

(b) the aggregate principal amount of all Greenfield Plant 1 Construction Loans disbursed on or prior to the Conversion Date (taken together with the Working Capital Plant Commitment for such Plant), after giving effect to any Greenfield Plant 1 Fundings requested hereunder, does not exceed sixty-five percent (65%) of the aggregate actual and documented Project Costs for Greenfield Plant 1;

(c) the Proposed Construction Funding is the Greenfield Plant Top-Up Funding for Greenfield Plant 1 (and Greenfield Plant 1 has achieved its Commercial Operation Date), the amount of such Proposed Construction Funding is less than or equal to the Excess Construction Loan Commitment for such Plant, and no Top-Up Funding has previously been requested for such Plant;

(d) the aggregate principal amount of Greenfield Plant 2 Construction Loans disbursed prior to the Commercial Operation Date of such Plant (taken together with the Working Capital Plant Commitment for such Plant), after giving effect to any

2.05-B - 5

Greenfield Plant 2 Fundings requested hereunder, does not exceed the lesser of (x) forty percent (40%) of budgeted Project Costs for Greenfield Plant 2 (as set forth in the current Construction Budget for such Plant and (y) forty-five million Dollars ($45,000,000);

(e) the aggregate principal amount of all Greenfield Plant 2 Construction Loans disbursed on or prior to the Conversion Date (taken together with the Working Capital Plant Commitment for such Plant), after giving effect to any Greenfield Plant 2 Fundings requested hereunder, does not exceed sixty-five percent (65%) of the aggregate actual and documented Project Costs for Greenfield Plant 2;

(f) the Proposed Construction Funding is the Greenfield Plant Top-Up Funding for Greenfield Plant 2 (and Greenfield Plant 2 has achieved its Commercial Operation Date), the amount of such Proposed Construction Funding is less than or equal to the Excess Construction Loan Commitment for such Plant, and no Top-Up Funding has previously been requested for such Plant;

(g) the aggregate principal amount of Greenfield Plant 3 Construction Loans disbursed prior to the Commercial Operation Date of such Plant (taken together with the Working Capital Plant Commitment for such Plant), after giving effect to any Greenfield Plant 3 Fundings requested hereunder, does not exceed the lesser of (x) forty percent (40%) of budgeted Project Costs for Greenfield Plant 3 (as set forth in the current Construction Budget for such Plant) and (y) forty-five million Dollars ($45,000,000);

(h) the aggregate principal amount of all Greenfield Plant 3 Construction Loans disbursed on or prior to the Conversion Date (taken together with the Working Capital Plant Commitment for such Plant), after giving effect to any Greenfield Plant 3 Fundings requested hereunder, does not exceed sixty-five percent (65%) of the aggregate actual and documented Project Costs for Greenfield Plant 3;

(i) the Proposed Construction Funding is the Greenfield Plant Top-Up Funding for Greenfield Plant 3 (and Greenfield Plant 3 has achieved its Commercial Operation Date), the amount of such Proposed Construction Funding is less than or equal to the Excess Construction Loan Commitment for such Plant, and no Top-Up Funding has previously been requested for such Plant;

(j) assuming that the Agents and Lead Arrangers are satisfied with or have approved each of the matters, documents and other deliverables that, in accordance with Article VI of the Credit Agreement are required to be satisfactory to such Agent or Lead Arranger, each of the conditions to the Proposed Construction Funding set forth in Article VI of the Credit Agreement have been satisfied (other than on the date of this notice those conditions that may be satisfied on the Proposed Construction Funding Date, which the Borrowers hereby confirm will be satisfied prior to the Proposed Construction

2.05-B - 6

Funding [; provided, that [(i) the deliverables required to satisfy the conditions set forth in Sections [insert relevant section references] of the Credit Agreement are being delivered to the Administrative Agent on the date hereof to hold in escrow pending automatic release and delivery on the Funding Date for the Proposed Construction Funding and (ii) in the case of the approval of the Independent Engineer's updated report required pursuant to Section 6.04(i)(i) of the Credit Agreement, such updated report has been delivered to the Lenders at least ten (10) days prior to the date hereof and, as of the date hereof, the Borrowers have not received objections to such report from fifty percent (50%) or more of the Lenders];

(k) the Borrowers are in compliance with all applicable conditions set forth in Article VI of the Credit Agreement that are required to be satisfied as of the date of this representation, on and as of the Proposed Construction Funding Date, before and after giving effect to such Proposed Construction Funding and to the application of the proceeds therefrom;

(l) each of the Funding Representations and Warranties made by each of the Borrowers, the Pledgor and Pacific Ethanol in each of the Financing Documents to which it is a party is true and correct in all material respects (except with respect to representations and warranties that expressly refer to an earlier date), before and after giving effect to the Proposed Construction Funding and to the application of the proceeds of such Proposed Construction Funding;

(m) [after giving effect to any Construction Loan Fundings requested to be made on the Conversion Date and any payments under Section 2.06(e)(iii) of the Credit Agreement, the total aggregate amounts disbursed under the Construction Loans taken together with the Aggregate Working Capital Loan Commitment do not exceed sixty-five percent (65%) of the aggregate actual and documented Project Costs for all Greenfield Plants that have achieved their respective Commercial Operation Dates and with respect to which any funding has been made;]2

(n) no Funding Default or Event of Default has occurred and is continuing or would occur as a result of the Construction Funding;

_____________

2 To be included only for Fundings requested on the Conversion Date.

2.05-B - 7

(o) since September 30, 2006, no Material Adverse Effect has occurred and is continuing;

(p) [the amounts of all previous Construction Fundings for the [____] Plant have been (or will be) applied to approved Project Costs for such Plant in a manner consistent with the relevant Construction Funding Notice(s);]3

(q) [each of the Madera Funding and the Boardman Funding has occurred];4

(r) all and each of the statements contained in this Construction Funding Notice are true and correct.

Section 4. Delivery of Additional Documents.5 On the date hereof, together with this Construction Funding Notice, the Borrowers are delivering to the Administrative Agent the following documents as additional conditions precedent to the Proposed Construction Funding:

(a) [attached hereto as Exhibit A, invoices requested by the Independent Engineer for all Project Costs (other than interest and Fees on the Loans) requested by the Independent Engineer and that are proposed to be paid with proceeds of the Proposed Construction Funding, each of which has been certified as true and correct in all material respects by the Borrowers' Agent and the relevant Construction Contractor;] [To be included if requested by the Independent Engineer.]

(b) attached hereto as Exhibit B, conditional sworn Lien waiver statements evidencing receipt of payment by the Construction Contractors, all subcontractors, and all other Persons [who were paid from the proceeds of the last preceding Construction Loan Funding] [with respect to all payments due and payable by

_______

3 To be included only for Greenfield Plant Fundings prior to the Commercial Operation Date for each Plant.

4 To be included with respect to each Greenfield Plant Funding.

5 These documents are required to be delivered only in connection with Construction Fundings (other than for Sponsor Support Reimbursement Fundings) for Greenfield Plants prior to their Commercial Operation Date.

2.05-B - 8

the Borrowers since the date of the Credit Agreement to any Person to be paid with the proceeds of the Proposed Construction Funding], [(excluding Lien waiver statements for amounts less than one million Dollars ($1,000,000) on an aggregate basis)] in each such case for the Plant with respect to which such Proposed Construction Funding is being requested. Each such Lien waiver statement (i) is dated on or about the date of this Construction Funding Notice (or, in the case of Lien Waivers relating to work done at an earlier date, may be dated on or about the date that such work was completed), and (ii) covers all work done and all sums received by such contractor through the date [of the last preceding Construction Loan Funding for such Plant] [the Credit Agreement], each of which is hereby certified as true and correct and complete by the Borrowers' Agent and has been verified by the Independent Engineer;

(c) attached hereto as Exhibit C, a list, for each Plant with respect to which such Proposed Construction Funding is being requested, of (i) all Change Orders that have not previously been submitted to the Administrative Agent, copies of which have been submitted to the Independent Engineer prior to the date of this Construction Funding Notice, (ii) all Change Orders to the date of this Construction Funding Notice, and (iii) all contemplated Change Orders, each of which is (other than contemplated Change Orders that have not yet been agreed to by the relevant Borrower) in compliance with Section 7.02(m)(iii) of the Credit Agreement;

(d) [attached hereto as Exhibit D, for each Plant with respect to which such Proposed Construction Funding is being requested, a detailed receipt for payment itemized by Line Item in such Plant's Construction Budget evidencing [that the full amount of the proceeds of the last preceding Construction Funding has been paid out by the Borrowers or the Construction Contractors to the Persons with respect to whom such Construction Loan proceeds were disbursed and otherwise in accordance with the Credit Agreement] [receipt of all payments due and payable by the Borrowers to the Construction Contractors, all subcontractors, and all other Persons since the date of the Credit Agreement] .]6

Section 5.Governing Law. This Construction Funding Notice shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

______

6 To be included if such evidence has been requested by the Administrative Agent or the Independent Engineer.

2.05-B - 9

Section 6.Execution in Counterparts. This Construction Funding Notice may be executed by the parties hereto in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single document.

The undersigned are executing this Construction Funding Notice not in their individual capacities but in their respective capacities as Authorized Officers of the Borrowers.

[The remainder of this page is intentionally blank. The next page is the signature page.]

2.05-B - 10

IN WITNESS WHEREOF, the undersigned have caused this Construction Funding Notice to be duly executed and delivered as of the day and year first written above.

	PACIFIC ETHANOL HOLDING CO. LLC


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MADERA LLC


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL COLUMBIA, LLC


	By: _______________________________
	Name:
	Title:


	PACIFIC ETHANOL STOCKTON, LLC


	By: _______________________________
	Name:
	Title:

2.05-B - 11

	PACIFIC ETHANOL IMPERIAL, LLC


	By: _______________________________
	Name:
	Title:



	PACIFIC ETHANOL MAGIC VALLEY, LLC


	By: _______________________________
	Name:
	Title:

2.05-B - 12

Exhibit A

to Construction Funding Notice

INVOICES FOR ADDITIONAL PAYMENTS

[If requested]

2.05-B - Exhibit

Exhibit B

to Construction Funding Notice

LIEN WAIVER STATEMENTS

2.05-B - Exhibit

Exhibit C

to Construction Funding Notice

CHANGE ORDERS

2.05-B - Exhibit

Exhibit D

to Construction Funding Notice

[Tranche A Construction] [Tranche B Construction] [Working Capital]

[Tranche A Term] [Tranche B Term] Note

$[____]

[________]

[____]. [__]

FOR VALUE RECEIVED, PACIFIC ETHANOL HOLDING CO. LLC, PACIFIC ETHANOL MADERA LLC, PACIFIC ETHANOL COLUMBIA, LLC, PACIFIC ETHANOL STOCKTON, LLC, PACIFIC ETHANOL IMPERIAL, LLC, AND PACIFIC ETHANOL MAGIC VALLEY, LLC (collectively, the "Borrowers"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of [________], a [________] (the "Lender"), at its offices located at [________], the principal sum of [____] Dollars ($[____]) or, if less, the aggregate unpaid principal amount of the [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Loans made by the Lender to the Borrowers under the Credit Agreement, dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Borrowers, jointly and severally, Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers also jointly and severally promise to pay (i) interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times provided in the Credit Agreement and (ii) fees at such times and at such rates and amounts as specified in the Credit Agreement.

2.07 - 1

Principal, interest and fees are payable in lawful money of the United States of America and in immediately available funds, at the times and in the amounts provided in the Credit Agreement.

This [Tranche A Construction] ]Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Note is entitled to the benefits and is

subject to the terms and conditions of the Credit Agreement, and is entitled to the benefits of the security provided under the Security Documents. As provided in the Credit Agreement, this [Tranche A Construction] [Tranche B Construction] [Working

Capital] [Tranche A Term] [Tranche B Term] Note is subject to mandatory prepayment and voluntary prepayment, in whole or in part. The Borrowers jointly and severally agree to make prepayment of principal on the dates and in the amounts specified in the Credit Agreement.

The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

The Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached hereto (or on a continuation of such schedule attached to this [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Note and made a part hereof) an appropriate notation evidencing the date and amount of the [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Loans evidenced hereby and the date and amount of each principal payment in respect thereof, or (ii) to record such [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Loans and such payments in its books and records. Such schedule or such books and records, as the case may be, shall constitute prima facie evidence of the accuracy of the information contained therein, but in no event shall any failure by the Lender to endorse or record pursuant to clauses (i) and (ii) be deemed to relieve any Borrower from any of its obligations.

To the extent provided under the Credit Agreement and to the maximum extent permitted by Law, each Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Note. All amounts payable under this [Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A Term] [Tranche B Term] Note are payable without relief from valuation and appraisement Laws.

The Borrowers jointly and severally agree to pay all costs and expenses, including without limitation attorneys' fees, incurred in connection with the interpretation or enforcement of this [Tranche A Construction] [Tranche B Construction] [Working

2.07 - 2

Capital] [Tranche A Term] [Tranche B Term] Note, in accordance with and to the extent provided by the Credit Agreement.

2.07 - 3

THIS [TRANCHE A CONSTRUCTION] [TRANCHE B CONSTRUCTION] [WORKING CAPITAL] [TRANCHE A TERM] [TRANCHE B TERM] NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

PACIFIC ETHANOL HOLDING CO. LLC,

a Delaware limited liability company

By: ___________________________

Name:

Title:

PACIFIC ETHANOL MADERA LLC,

a Delaware limited liability company

By: ___________________________

Name:

Title:

PACIFIC ETHANOL COLUMBIA, LLC,

a Delaware limited liability company

By: ___________________________

Name:

Title:

2.07 - 4

PACIFIC ETHANOL STOCKTON, LLC,

a Delaware limited liability company

By: ___________________________

Name:

Title:

PACIFIC ETHANOL IMPERIAL, LLC,

a Delaware limited liability company

By: ___________________________

Name:

Title:

PACIFIC ETHANOL MAGIC VALLEY, LLC,

a Delaware limited liability company

By: ___________________________

[Tranche A Construction] [Tranche B Construction] [Working Capital] [Tranche A

Term] [Tranche B Term] Note

LOANS, MATURITIES AND PAYMENTS OF PRINCIPAL

Date	Amount of Loan	Maturity of Loan	Amount of Principal Paid or Prepaid	Unpaid Principal Balance	Notation Made By

TRANCHE CONVERSION NOTICE

Date: [____ __, ____]

[ADMINISTRATIVE AGENT]

[ADDRESS]

[BORROWERS' AGENT]

[ADDRESS]

This notice (this "Tranche Conversion Notice") is being delivered by [_____], a lender (a "Tranche Reallocation Eligible Lender") pursuant to Section 2.09 of the Credit Agreement (as amended, modified or otherwise supplemented from time to time in accordance with its terms, the "Credit Agreement"), dated as of February [_], 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, C(EPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

2.09 - 1

As of the date of this Tranche Conversion Notice (the "Tranche Conversion Notice Date"), the undersigned hereby provides notice that1:

1. it is exercising its right to convert the amount of its Tranche Reallocation Eligible Commitments set forth in Annex A hereto;

2. such conversion shall become effective on [insert date that is five (5) Business Days from the Tranche Conversion Notice Date] [the Funding Date for In-Progress Plant 2, which, as set forth in the most recent Funding Notice, is expected to be [____], which date is less than five (5) Business Days after the date hereof,] (the "Tranche Conversion Date");

3. the Tranche Reallocation Eligible Lender will fund such converted Tranche B Loans to the Escrow Account as required pursuant to Section 2.09(c) of the Credit Agreement and in accordance with the funding procedures set forth in Section 2.06 (Funding of Loans) of the Credit Agreement; and

4. [the Tranche Reallocation Eligible Lender has previously received a Note with respect to its Tranche Reallocation Eligible Commitment and hereby requests that, on the Tranche Conversion Date, a replacement Note be issued reflecting the conversion to be made hereunder.]

[The remainder of this page is intentionally blank. The next page is the signature page.]

_______

1 The conversions contemplated by this Tranche Conversion Notice may take place no later than the earlier to occur of (x) the date that is six (6) months from the date of the Credit Agreement and (y) the Business Day immediately following the date of the Funding Notice for In-Progress Plant 2.

2.09 - 2

Annex A

to Tranche Conversion Notice

Tranche Reallocation Eligible Commitments

Loan	Undisbursed Tranche A Commitments	Undisbursed Tranche B Commitments
Pre- Conversion	$	$
Post- Conversion	$	$

2.09 - 3

EXHIBIT 6.02(a)

to Credit Agreement

[FORM OF]

COMMERCIAL OPERATION DATE CERTIFICATE

To: WESTLB AG, NEW YORK BRANCH,

as Administrative Agent under the Credit Agreement

referred to below

Date: [______________]

Re: [Madera] [Boardman] [Stockton] [Brawley] (Burley] Plant

Reference is made to the Credit Agreement dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A. as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

6.02(a) - 1

This Commercial Operation Date Certificate is the Commercial Operation Date Certificate for the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Plant, and is delivered to the Administrative Agent pursuant to the Credit Agreement.

The undersigned, on behalf of the Borrowers' Agent, hereby represents and certifies as follows:

1. the individual executing this Commercial Operation Date Certificate on behalf of the Borrowers' Agent is a duly Authorized Officer of the Borrowers' Agent;

2. construction of such Plant has been completed (other than punch list items) and such Plant is ready to grind corn and begin operation for its intended use as an ethanol production facility at its design basis capacity;

3. the Performance Test for such Plant has been completed in accordance with the Approved Performance Test Protocols, and has demonstrated that such Plant has achieved the Minimum Performance Criteria, while meeting air emissions requirements;

4. training has been completed for all required personnel of such Plant;

5. the Borrowers have received a plant operation manual and plant maintenance manual, associated documents, training manuals, final safety plans, and all materials and documents provided by the Construction Contractors and other manufacturers, suppliers and vendors for such Plant;

6. the Borrowers shall have received preliminary construction drawings for such Plant;

7. all construction costs for such Plant have been fully paid other than amounts that are subject to a Contest and the costs identified on Annex 1 hereto, which amounts are not in excess of five million Dollars ($5,000,000) and with respect to which full reserves have been established;

8. attached hereto as Annex 2 is evidence (which may include an ALTA 122 Endorsement to the applicable Title Insurance Policy) that there are no mechanic's, workmen's, materialmen's or other similar Liens or other claims on any part of such Plant, the Site for such Plant, or other assets relating to the work or services of such Plant (other than Liens that are subject to a Contest);

9. attached hereto as Annex 3 are Lien waivers from each Construction Contractor and each subcontractor for such Plant, other than with respect to (a) punch list items and work identified on Annex 4, which constitutes work done by the Construction Contractors and subcontractors with respect to which payments do not exceed, in the

6.02(a) - 2

aggregate, one million Dollars ($1,000,000) and (b) Liens that are subject to a Contest; and

10. all Necessary Project Approvals required to be obtained as of the date hereof with respect to such Plant have been obtained.

The undersigned, on behalf of the Independent Engineer, hereby represents and certifies as follows:

1. the individual executing this Commercial Operation Date Certificate on behalf of the Independent Engineer is a duly authorized representative of the Independent Engineer;

2. based on the Independent Engineer's diligence in accordance with the scope of the Independent Engineer's professional services agreement with the Secured Parties, it is the professional opinion of the Independent Engineer that construction of such Plant has been completed (other than punch list items) and such Plant is ready to grind corn and begin operation for its intended use as an ethanol production facility at its design basis capacity;

3. based on information provided by the Borrowers, third-party air emissions test results, and the Independent Engineer's visit to the Site for such Plant and observation of the Performance Test, the Performance Test has been completed in accordance with the Approved Performance Test Protocols; provided that the entire Performance Test was conducted in accordance with the protocol witnessed during the Independent Engineer's site visit, and has demonstrated that such Plant has achieved the Minimum Performance Criteria, while meeting tested air emissions requirements;

4. to the reasonable satisfaction of the Independent Engineer, based on its best knowledge, training has been completed for all required personnel of such Plant;

5. the Independent Engineer has reviewed, in accordance with the scope of the Independent Engineer's professional services agreement with the Secured Parties, the plant operation manuals and plant maintenance manuals, associated documents, training manuals, final safety plans, and all materials and documents provided to the Borrowers by the Construction Contractors and other manufacturers, suppliers and vendors for such Plant;

6. based on documentation requested by the Independent Engineer and received from the Borrowers, all construction costs for such Plant payable to the Construction Contractors, and for all other material construction work with respect to which the Independent Engineer has requested evidence of payment, have been fully paid

6.02(a) - 3

other than (a) amounts that (based on documentation received from the Borrowers) are subject to a Contest and (b) the costs identified on Annex 1 hereto, which amounts are not in excess of five million Dollars ($5,000,000) and with respect to which full reserves have been established;

7. attached hereto as Annex 2 is evidence (which may include an ALTA 122 Endorsement to the applicable Title Insurance Policy) that there are no mechanic's, workmen's, materialmen's or other similar Liens or other claims on any part of such Plant, the Site for such Plant, or other assets relating to the work or services of such Plant (other than Liens that (based on documentation received from the Borrowers) are subject to a Contest);

8. attached hereto as Annex 3 are Lien waivers from each Construction Contractor and each subcontractor for such Plant, other than with respect to (a) punch list items and work identified on Annex 4, which constitutes work done by the Construction Contractors and subcontractors with respect to which payments do not exceed, in the aggregate, one million Dollars ($1,000,000) and (b) Liens that (based on documentation received from the Borrowers) are subject to a Contest; and

9. all key Necessary Project Approvals required to be obtained for the operation of such Plant as of the date hereof have been obtained.

[The remainder of this page is intentionally blank. The next page is the signature page.]

6.02(a) - 4

IN WITNESS WHEREOF, the undersigned have caused this Commercial Operation Date Certificate to be duly executed as of the date first above written.

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: _____________________________

Name:

Title:

[_____________]

as Independent Engineer

By: _____________________________

Name:

Title:

6.02(a) - 5

Annex 1

to Commercial Operation Date Certificate

UNPAID CONSTRUCTION COSTS

6.02(a) - Annex 1

Annex 2

to Commercial Operation Date Certificate

EVIDENCE OF NO

MECHANIC'S, WORKMEN'S, MATERIALMEN'S LIENS

6.02(a) - Annex 2

Annex 3

to Commercial Operation Date Certificate

LIEN WAIVERS

6.02(a) - Annex 3

Annex 4

to Commercial Operation Date Certificate

WORK DONE FOR WHICH LIEN WAIVERS ARE NOT PROVIDED

6.02(a) - Annex 4

Exhibit 6.02(g)

to the Credit Agreement

[FORM OF]

TITLE ENDORSEMENT

Endorsement 122

ENDORSEMENT

Attached to Policy No.

Issued by

STEWART TITLE GUARANTY COMPANY

HEREIN CALLED THE COMPANY

Provided an advance is made by the insured pursuant to the Credit Agreement described in the insured mortgage to or for the benefit of [insert applicable project entity] in the sum of $________________ , which is a portion of the indebtedness evidenced by the "Financing Documents" (as defined in the Credit Agreement), the Company hereby insures the owner of the indebtedness secured by the insured mortgage against loss or damage which the insured shall sustain by reason of:

(1) The Company's assurance that, except as otherwise expressly provided herein, there are no liens, encumbrances or other matters shown by the public records affecting the estate or interest referred to in Schedule A, other than those shown in said policy, except:

(2) The existence of any subsisting tax or governmental assessment lien which is prior to the insured mortgage, except the following described subsisting tax or governmental assessment lien(s) to the extent that same have priority over the insured mortgage by operation of law:

(3) Title to the estate or interest referred to in Schedule A being vested other than as shown in Schedule A according to the public records;

6.02(g) - 1

(4) The failure of the advance identified above to be secured by the insured mortgage;

(5) Lack of priority of the insured mortgage with respect to such advance, over any liens, encumbrances or other matters shown by the public records, affecting the estate or interest referred to in Schedule A, other than those shown in Schedule B as prior to the insured mortgage and in paragraph (2) herein, and/or

(6) Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material arising out of the work or improvement under construction or completed at the date hereof.

This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

STEWART TITLE GUARANTY COMPANY

By: _____________________________________

6.02(g) - 2

EXHIBIT 6.04(g)-A

to Credit Agreement

[FORM OF DEED OF TRUST]

Upon recording return to:

Chadbourne & Parke LLP

30 Rockefeller Plaza

New York, NY 10112

Attn: Thomas E. Charbonneau, Esq.

The tax account number of the property

subject to the Lien or in which the interest

is created is [__________].

Space above this line for Recorder

LEASEHOLD TRUST DEED, LINE OF CREDIT INSTRUMENT, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES, RENTS AND SECURITY DEPOSITS

Dated as of February , 2007

PACIFIC ETHANOL COLUMBIA, LLC

Grantor

STEWART TITLE GUARANTY COMPANY, as Trustee

for the benefit of

[_______________________________], as Collateral Agent, as Beneficiary [This is a Construction Mortgage, as defined in the Uniform Commercial Code.]

MAXIMUM AMOUNT TO BE ADVANCED PURSUANT TO THE CREDIT AGREEMENT (as defined in ORS 86.155): $[_____________]

TERM OR MATURITY DATE OF CREDIT AGREEMENT (as defined in ORS 86.155): [_______________]

6.04(g)-A - -1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	7

1.1 DEFINITIONS	7
1.2 PRINCIPLES OF CONSTRUCTION	13

ARTICLE II GENERAL RIGHTS OF BENEFICIARY	14

ARTICLE III LEASED PREMISES	14

3.1 THE PORT LEASE	14
3.2 NEW LEASE WITH BENEFICIARY	17
3.3 No MERGER OF FEE AND LEASEHOLD ESTATES	18

ARTICLE IV ABSOLUTE ASSIGNMENT OF LEASES AND RENTS	18

4.1 ABSOLUTE ASSIGNMENT OF LEASES AND RENTS	18

ARTICLE V SECURITY AGREEMENT	22

5.1 RIGHTS TO UCC COLLATERAL UNDER THE UNIFORM COMMERCIAL CODE	22
5.2 FIXTURE FILING FINANCING STATEMENTS	22

ARTICLE VI REPRESENTATIONS OF GRANTOR	23

6.1 REPRESENTATIONS AND WARRANTIES	23

ARTICLE VII DEFAULT AND FORECLOSURE	23

7.1 REMEDIES	23
7.2 RESCISSION OF NOTICE OF EVENT OF DEFAULT	28
7.3 APPLICATION OF PROCEEDS	28
7.4 ADDITIONAL SECURITY	29
7.5 REMEDIES CUMULATIVE	29
7.6 ATTORNEY-IN-FACT	30
7.7 WAIVER OF NOTICE	30
7.8 PAYMENT OF COSTS AND EXPENSES	30
7.9 GRANTOR'S WAIVERS	30

ARTICLE VIII MISCELLANEOUS	32

8.1 PERFORMANCE AT GRANTOR'S EXPENSE	32
8.2 BENEFICIARY'S RIGHT TO PERFORM THE OBLIGATIONS	32
8.3 SURVIVAL OF OBLIGATIONS	33
8.4 NOTICES	33
8.5 DELAY NOT A WAIVER	34
8.6 COVENANTS RUNNING WITH THE LAND	34
8.7 INTENTIONALLY OMITTED	34
8.8 SEVERABILITY	34
8.9 ENTIRE AGREEMENT AND MODIFICATION	34

6.04(g)-A - -2

8.10 GOVERNING LAW	35
8.11 LIMITATION ON BENEFICIARY'S RESPONSIBILITY	35
8.12 HEADINGS	35
8.13 MARSHALLING	35
8.14 WAIVER OF JURY TRIAL AND CONSENT TO JURISDICTION	36
8.15 MAXIMUM INDEBTEDNESS AND FUTURE ADVANCES	36
8.16 LIEN ABSOLUTE; MULTIPLE COLLATERAL TRANSACTION	37
8.17 DISCHARGE OF TRUST DEED	37
8.18 RENEWAL OR EXTENSION OF NOTES; SUBSTITUTE NOTES	38
8.19 CONFLICTS	38
8.20 ASSUMPTION NOT A NOVATION	38
8.21 ACKNOWLEDGMENT OF RECEIPT OF COPIES OF DEBT INSTRUMENT	38
8.22 INSURANCE WARNING	38
8.23 USE NOTICE	39
8.24 STATUTE OF FRAUDS NOTICE	39

6.04(g)-A - -3

LEASEHOLD TRUST DEED, LINE OF CREDIT INSTRUMENT, SECURITY

AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT

OF LEASES, RENTS

AND SECURITY DEPOSITS

THIS Leasehold Trust Deed, Line of Credit Instrument, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, dated as of February ____, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Trust Deed"), encumbers both real and personal property, contains an after-acquired property clause and secures present and future loans and advances.

THIS Trust Deed is executed by PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, as Grantor ("Grantor"), to STEWART TITLE GUARANTY COMANY, as trustee ("Trustee") for the benefit of [_________________________], having an address at [___________________], as Collateral Agent for the Senior Secured Parties as described under the Credit Agreement referred to below, as beneficiary (together with its successors and assigns, "Beneficiary").

WITNESSETH:

WHEREAS, Grantor has a leasehold estate in certain real property in Morrow County, Oregon more particularly described on Exhibit A annexed hereto (the "Leased Premises") created by the Lease dated April 20, 2006 between Port of Morrow, as lessor, and Grantor, as lessee (as amended, modified and in effect from time to time, the "Port Lease"), a memorandum of which has been recorded October 5, 2006, as Microfilm No. 2006-17758, Morrow County Microfilm Records.

WHEREAS, Grantor has entered or will enter into certain Financing Documents providing for, among other things, the ownership, financing, development, engineering, construction, testing and operation of the Project as hereinafter defined.

WHEREAS, Grantor has requested that the Lenders extend loans to the Grantor and the other Borrowers referenced in the Credit Agreement in the aggregate principal amount not to exceed at any one time the sum of [___________________________] ($_______________________) (the "Loans") the proceeds of which are to be used to finance the ownership, development, engineering, construction, testing and operation of the Project near Boardman, Oregon and the other Projects as further described in and pursuant to that certain Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement"), dated as of the date hereof among Grantor and the other Borrowers, the

6.04(g)-A - -4

Lenders party thereto (the "Lenders"), Beneficiary, as Collateral Agent for the Senior Secured Parties, WESTLB AG, NEW YORK BRANCH, as lead arranger and sole lead bookrunner, IVIIZUHO CORPORATE BANK, LTD., as lead arranger and co-syndication agent, CIT CAPITAL SECURITIES LLC, as lead arranger and co-syndication agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as lead arranger and co-documentation agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as lead arranger and co-documentation agent.

WHEREAS, this Trust Deed is given pursuant to the Credit Agreement, and payment, fulfillment, and performance by Grantor of its obligations thereunder and under the other Financing Documents to which it is a party are secured hereby, and each and every term and provision of the Credit Agreement, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties of the parties therein, is hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Trust Deed;

WHEREAS, all of the obligations of Grantor under the Credit Agreement and the Financing Documents shall become due and payable in any event no later than the Discharge Date;

WHEREAS, the Credit Agreement contemplates the execution, delivery and implementation of this Trust Deed and it is a condition precedent to the making of the Loans under the Credit Agreement that Grantor shall have executed and delivered this Trust Deed to Beneficiary on behalf of the Senior Secured Parties;

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Trust Deed; and

WHEREAS, except as otherwise expressly provided herein, capitalized terms used in this Trust Deed shall have the meanings given thereto in Section 1.01 of the Credit Agreement. Except as otherwise expressly provided herein, the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Trust Deed.

NOW, THEREFORE, with reference to the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby:

Grantor does hereby irrevocably grant, bargain, sell, convey, confirm, release, warrant, assign and transfer to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, as Collateral Agent on behalf of the Senior Secured

6.04(g)-A - -5

Parties, the following property, whether now owned or hereafter acquired by Grantor (collectively, the ""Trust Property") for the purpose of securing the payment and performance of the Obligations (as hereinafter defined):

(i)

all of Grantor's right, title and interest in and to the Leased Premises, and any rights, privileges and appurtenances thereunto belonging or in any way pertaining thereto, all reversions, remainders, dower and right of dower, curtesy and right of curtesy, and all of Grantor's right, title and interest in and to all transferable development rights arising therefrom or transferred thereto, and, to the extent assignable, all appurtenances to such property, including any now or hereafter belonging or in any way appertaining thereto, and all claims or demands of Grantor, either at law or in equity, in possession or expectancy, now or hereafter acquired, of, in or to the same;

(ii)

all of Grantor's right, title and interest in and to the Port Lease and the leasehold estate created thereunder and all modifications, extensions and renewals of the Port Lease and all credits, deposits, options, purchase options, privileges and rights of the Grantor under the Port Lease , including but not limited to, the right, if any, to renew or extend the Port Lease for a succeeding term or terms, or to acquire fee title to or other interest in all or any portion of the Leased Premises;

(iii)

all of Grantor's right, title and interest in and to the Improvements, including any alterations thereto or replacements thereof, now or hereafter erected upon the Leased Premises;

(iv)

all of Grantor's right, title and interest in and to all Fixtures now or at any time hereafter affixed to, attached to, placed upon or used in any way in connection with the use, occupancy, enjoyment, development, operation or ownership of the Leased Premises or the Improvements, together with any and all replacements thereof and additions thereto;

(v)	all of Grantor's right, title and interest in and to all Equipment and Personalty now or at any time hereafter located at the Leased Premises or the Improvements, together with any and all replacements thereof and additions thereto;

(vi)	all of Grantor's right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Real Property and the Equipment, hereafter acquired by or released to Grantor or constructed, assembled or

6.04(g)-A - -6

placed by Grantor on the Real Property, and all conversions of the security constituted thereby; immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, any of such extensions, improvements, betterments, renewals, substitutes and replacements shall become subject to the lien of this Trust Deed as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein;

(vii)

all of Grantor's right, title and interest in and to all easements (including all easements entered into pursuant to the Port Lease), streets, roads, alleys, passages, rights of way, air rights, lateral support, drainage rights, options to purchase, water rights (whether riparian, appropriative, or otherwise), utility rights, privileges, franchises, servitudes, easements, tenements, hereditaments, and appurtenances now or hereafter belonging or appertaining to any of the foregoing or to the Leased Premises all mineral, mining, gravel, oil, gas, hydrocarbon substances and other rights to produce or share in the production of anything related to such property, all drainage, crop, timber, agricultural, and horticultural rights with respect to such property, and all of Grantor's right, title and interest in and to any streets, ways, alleys, roadbeds, inclines, tunnels, culverts, strips or gores of land adjoining or serving the Leased Premises or any part thereof, whether now owned or hereafter acquired by Grantor;

(viii)

all of Grantor's right, title and interest in and to all of the real estate and personal property tax refunds or rebates or charges in lieu of Taxes now or hereafter assessed or levied against the Real Property or any other part of the Trust Property, including interest thereon, and the right to receive the same, whether such refunds or rebates relate to fiscal periods before or during the term of this Trust Deed, payable to Grantor with respect to the Leased Premises or the Improvements, and refunds, credits or reimbursements payable with respect to bonds, escrow accounts or other sums payable in connection with the use, occupation, enjoyment, development, or operation of the Leased Premises or Improvements;

(ix)	all of Grantor's right, title and interest in and to all Leases affecting the use of the Leased Premises now or hereafter entered into and Rents;

(x)	all of Grantor's right, title and interest in and to all insurance policies and the proceeds thereof, now or hereafter in effect with respect to the Real Property or the UCC Collateral, including any and all title and property insurance proceeds, and all unearned premiums and premium refunds,

6.04(g)-A - -7

accrued, accruing or to accrue under such insurance policies, and all of Grantor's right, title and interest in and to all proceeds, judgments, claims, compensation, awards or payments made for any taking of or damage to all or any part of the Real Property or the UCC Collateral by eminent domain or condemnation, or by any purchase in lieu thereof, and all awards resulting from a change of grade of streets or for severance damages, and all other proceeds of the conversion, voluntary or involuntary, of any of the Trust Property into cash or other liquidated claims, and all judgments, damages, awards, settlements and compensation (including interest thereon) heretofore or hereafter made to the present and all subsequent owners of the Trust Property or any part thereof for any injury to or decrease in the value thereof for any reason;

(xi)

to the extent assignable, and with respect to contracts and agreements, excluding those which by their terms or by operation of Law prohibit or do not allow assignment or which would become void or terminable by the counterparty thereto solely by virtue of the grant made herein (the "Excluded Contracts"), all of Grantor's right, title and interest in and to all abstracts of title, plans, specifications, operating manuals, computer programs, computer data, maps, surveys, studies, reports, permits and licenses, records, plans, designs, drawings, surveys, title insurance policies, agreements, contract rights, approvals (but excluding any Governmental Approval which by its terms or by operation of Law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted hereunder is expressly excepted and excluded from the Lien and terms of this Trust Deed to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability), actions, appraisals, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the Real Property;

(xii)

all of Grantor's right, title and interest in and to all present and future Leases, Property Agreements, Contracts (in each case other than Excluded Contracts), including all Contracts entered into pursuant to the Port Lease, and all Proceeds and Receivables, the proceeds from the sale, transfer, disposition, conveyance or refinancing of all or any portion of the Trust Property and other benefits paid or payable and to become due or payable to Grantor in respect of the use, occupancy, license or possession of any portion or portions of the Trust Property;

6.04(g)-A - -8

(xiii)

all of Grantor's right, as and to the extent set forth in the Credit Agreement, in the name and on behalf of Grantor, to appear in and defend any action or proceeding brought with respect to the Trust Property, and to commence any action or proceeding to protect the interest of Grantor in the Trust Property;

(xiv)

rights, titles, interests, estates or other claims, both in law and in equity, which Grantor now has or may hereafter acquire in the Real Property or in and to any greater estate in the Real Property or in and to any greater estate in the Trust Property;

(xv)

all of Grantor's right, title and interest in and to all property hereafter acquired or constructed by Grantor located at or used in connection with the Leased Premises of the type described in the foregoing granting clauses which shall forthwith, upon acquisition or construction thereof by Grantor and without any act or deed by Grantor or Beneficiary, become subject to the lien of this Trust Deed as if such property were now owned by Grantor and were specifically described in this Trust Deed and were specifically conveyed or encumbered hereby;

(xvi)

all of Grantor's right, title and interest in and to accessions, additions or attachments to, and all receipts, issues, profits, proceeds and products arising from, any of the foregoing and any and all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims;

(xvii)

all of Grantor's right, title and interest in and to all Inventory now or at any time hereafter located at the Leased Premises or the Improvements or used in any way in connection with the use, occupancy, enjoyment, development or operation of the Leased Premises or the Improvements, together with any and all replacements thereof and additions thereto, together with all of Grantor's right, title and interest in and to all Accounts; and

(xviii)

Grantor's interest, if any, in and to all pipelines and pipeline gathering systems used in connection with the Project lying on, in or across lands or any part thereof located in Morrow County, Oregon, together with all equipment, fittings, fixtures, pipe, machinery, pumps, appliances, valves, meters, tanks and other personal or real property appertaining to said pipeline gathering systems and all tenements, hereditaments and appurtenances now owned or hereafter acquired in connection therewith

6.04(g)-A - -9

together with all rights of way, servitudes, easements and permits for said pipeline gathering systems.

"Trust Property," including each component thereof, shall be expressly interpreted as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest of Grantor therein.

AND without limiting any of the other provisions of this Trust Deed, Grantor expressly grants to Beneficiary, as secured party for itself and for the ratable benefit of the Senior Secured Parties, a security interest in the portion of the Trust Property which is or may be subject to the provisions of the Uniform Commercial Code as in effect from time to time in the state in which the Leased Premises is located (as the same may have been or may hereafter be amended, the "Uniform Commercial Code"") which are applicable to secured transactions; it being understood and agreed that the Improvements and Fixtures are part and parcel of the Real Property and appropriated to the use thereof and, whether affixed or annexed to the Real Property or not, shall for the purposes of this Trust Deed be deemed conclusively to be real estate and conveyed hereby.

TO HAVE AND TO HOLD as provided herein, the above granted and described Trust Property unto and to the Trustee for the proper use and benefit of Beneficiary, and the successors and assigns of the Beneficiary, forever, for itself and for the ratable benefit of the Senior Secured Parties and their respective assigns and successors forever, in each case subject to the provisions of Section 8.17 hereof

AND TO PROTECT THE SECURITY OF THIS TRUST DEED, Grantor hereby agrees as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. As used herein, the following terms shall have the following meanings:

"Accounts" shall mean all Grantor's accounts whether now existing or hereafter arising and resulting from the sale or other disposition of Inventory or from the services performed at the Project or any other accounts however arising and all chattel paper, documents and instruments relating to the Accounts or constituting the proceeds thereof

"Administrative Agent" shall have the meaning set forth in the Credit Agreement.

6.04(g)-A - -10

"Trust Property" shall have the meaning set forth in the granting clauses of this Trust Deed.

"Business Day" shall have the meaning set forth in the Credit Agreement. "Collateral" shall have the meaning set forth in the Credit Agreement.

"Collateral Agent" shall have the meaning set forth in the Credit Agreement. "Contest" shall have the meaning set forth in the Credit Agreement.

"Contracts" means all contracts to which the Grantor now is, or hereafter will be, bound, or a party, beneficiary or assignee, including exhibits thereto, and all other instruments, agreements and documents executed and delivered with respect to such contracts, all consents, and all revenues, rentals, Proceeds and other sums of money due and to become due from any of the foregoing, as the same may be modified, supplemented or amended from time to time in accordance with their terms.

"Default" shall have the meaning set forth in the Credit Agreement.

"Default Rate" shall mean the interest rate described in Section 3.06 of the Credit Agreement.

"Discharge Date" shall have the meaning set forth in the Credit Agreement. "Distiller's Grains" shall have the meaning set forth in the Credit Agreement.

"Equipment" means all "equipment," as such term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired by Grantor, which is used at or in connection with the Improvements or the Leased Premises or is located thereon or therein (including all machinery, appliances, apparatus, fittings, materials, equipment, pipes, pipelines (including meters, connections, values and associated equipment), tanks, mains, lines, pumps, cables, lines, wires, conduits, poles and related equipment, loading and unloading equipment, motors, switchboards, cleaning, fire prevention, fire extinguishing, cooling and ventilation equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by Grantor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. Notwithstanding the foregoing, Equipment shall not include any property belonging to tenants under leases except to the extent that Grantor shall have any right or interest therein.

"Event of Default" shall have the meaning set forth in the Credit Agreement.

6.04(g)-A - -11

"Financing Documents" shall have the meaning set forth in the Credit Agreement.

"Fixtures" means all Equipment now owned, or the ownership of which is hereafter acquired, by Grantor which is so related to the Leased Premises or the Improvements forming part of the Trust Property that it is deemed fixtures or real property under the law of the state in which the Leased Premises is located, including all building or construction materials intended for construction, reconstruction, alteration or repair of or installation on the Trust Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Leased Premises, including engines, devices for the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, cables, wires, pipelines (including meters, connections, valves and other associated equipment), conduits, mains, lines, ducts, fences, lighting fixtures, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and electric transmission equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Grantor's interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

"Governmental Approvals" shall have the meaning set forth in the Credit Agreement.

"Governmental Authority" shall have the meaning set forth in the Credit Agreement.

"Impositions" means all taxes (including, without limitation, all ad valorem, sales (including those imposed on lease rentals), use, gross receipts, value added, intangible transaction, privilege or license or similar taxes; and excluding mortgage recording taxes, transfer taxes, transfer gains taxes, gift and inheritance taxes, franchise taxes and analogous taxes on non-corporate entities, and income taxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not commenced or completed within the term of this Trust Deed), water, sewer or other rents and charges, excises, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every

6.04(g)-A - -12

character in respect of the Trust Property and/or any Rents (including all interest and penalties thereon), which at any time prior to, during or in respect of the term hereof shall be assessed or imposed on or in respect of or be a lien upon (a) Grantor that are in the nature of a real estate tax, whether in addition to, or in lieu of, real estate taxes, (b) the Trust Property, or any other collateral delivered or pledged to Beneficiary under the Security Documents, or any part thereof, or any Rents therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Trust Property or the leasing or use of all or any part thereof.

"Improvements" means any and all buildings, structures, foundations, storage and other tanks, utility sheds, workrooms, towers, retention basins, generating units, pump stations, transformers, retaining walls, pipes, cables, landscaping, irrigation and drainage pipes and facilities, open parking areas, and all other structures, improvements and fixtures of every kind whatsoever, whether above or below the land surface, and whether permanent or temporary, and any and all additions, alterations, betterments or appurtenances thereto, and all renewals, substitutions or replacements now or at any time owned, or hereafter acquired by Grantor and situated, placed or constructed on, over or under the Leased Premises or any part thereof.

"Inventory" means all of Grantor's inventory of ethanol, Distiller's Grains, carbon dioxide and any other co-product or by-product in connection with the production of ethanol; feedstock, including but not limited to corn, denaturants, enzymes, natural gas, natural lime, plant consumables, and other Products.

"Law" shall have the meaning set forth in the Credit Agreement.

"Leases" means, collectively, any lease or ground lease (other than the Port Lease), or, to the extent of the interest therein of Grantor, any sublease or subsublease, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which Grantor holds the interest of lessor, sublessor, subsublessor or licensor, as the case may be, and pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Trust Property, and every modification, amendment or other agreement relating to such lease, ground lease, sublease, subsublease, license, concession or other agreement entered into in connection therewith, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party or parties thereto.

"Lenders" shall have the meaning set forth in the Credit Agreement. "Loans" shall have the meaning set forth in the Credit Agreement.

6.04(g)-A - -13

"Notes" shall have the meaning set forth in the Credit Agreement. "Obligations" shall have the meaning set forth in the Credit Agreement.

"Permitted Liens" shall have the meaning set forth in the Credit Agreement. "Person" shall have the meaning set forth in the Credit Agreement.

"Personalty" means all furniture, furnishings, machinery, goods, inventory, tools, supplies, appliances, general intangibles, contract rights, accounts (including, without limitation, the Accounts), accounts receivable, franchises, reserve accounts, escrows, documents, instruments, chattel paper, claims, deposits, licenses, trade names, trademarks, symbols, service marks, books, records, business names, company names, trade secrets, certificates and permits, and all other personal property of any kind or character whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code), which are now or hereafter owned by Grantor and which are related to the Real Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

"Proceeds" means "proceeds" as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law and, in any event, shall include, but shall not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Grantor from time to time, and claims for insurance, indemnity, warranty or guaranty effected or held for the benefit of Grantor, with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of Governmental Authority) and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

"Products" means ethanol, dried distiller's grains, wet distiller's grains, and any other form of distiller's grain products marketed by the Grantor and/or refined therefrom and from time to time located in storage or transportation facilities in or near the Leased Premises or in railroad cars, tank trucks or other facilities owned, operated or used by Grantor in connection with the Trust Property.

"Project" shall have the meaning set forth in the Credit Agreement.

"Property Agreements" means all material option agreements, purchase and sale agreements, construction contracts, architect contracts, engineering contracts, service contracts, utility contracts, equipment leases, equipment maintenance contracts and

6.04(g)-A - -14

equipment warranties, purchase contracts, purchase orders and similar agreements and all amendments thereto now or hereafter relating to any portion of the Trust Property and entered into or assumed by or on behalf of Grantor.

"Real Property" means, collectively the Leased Premises, the Improvements and the Fixtures.

"Receivables" means any "account" as such term is defined in the Uniform Commercial Code and in any event shall include, but not be limited to, all of the Grantor's rights to payment for goods sold or leased, or services performed, by the Grantor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, contract rights (including any and all rights to liquidated damage payments), security agreement, chattel paper, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to the Grantor to secure the foregoing, (ii) all the Grantor's right, title and interest in and to any goods, the sale of which gave rise thereto, (iii) all guarantees, warranties, endorsements, indemnifications or collateral on, or of, any of the foregoing, (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith, (v) all books, correspondence, credit files, records, ledger cards, invoices, and other papers relating thereto, including without limitation all similar information stored on a magnetic medium or other similar storage device and other papers and documents in the possession or under the control of the Grantor or any computer bureau from time to time acting for the Grantor, (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or Secured Parties, and certificates from filing or other registration officers, (vii) all credit information, reports and memoranda relating thereto, and (viii) all other writings related in any way to the foregoing.

"Rents" means all rents, issues, revenues, income, proceeds, profits, royalties, security (including all oil and gas or other hydrocarbon substances, earnings, receipts, revenues, accounts, accounts receivable, security deposits and other deposits (subject to the prior right of the tenants making such deposits)) and income, including fixed, additional and percentage rents, operating expense reimbursements, reimbursements for increases in Taxes, sums paid by tenants to Grantor to reimburse Grantor for amounts originally paid or to be paid by Grantor or Grantor's agents or affiliates for which such tenants were liable, as, for example, tenant improvements costs in excess of any work letter, lease takeover costs, moving expenses and tax and operating expense pass-throughs for which a tenant is solely liable, parking, maintenance, common area, tax, insurance, utility and service charges and contributions, deficiency rents and liquidated damages, and other benefits now or hereafter derived from any portion of the Real Property or the use, enjoyment, development, operation, ownership or occupancy

6.04(g)-A - -15

thereof and all cash or security deposits, advance rentals, and all deposits or payments of a similar nature relating thereto, now or hereafter, including during any period of redemption, derived from the Real Property or any other portion of the Trust Property, in each case pursuant to the Leases, and all proceeds from the cancellation, surrender, sale or other disposition of the Leases and other benefits paid or payable and to become due or payable to Grantor in respect of the use, occupation, enjoyment, development, operation or ownership of any portion or portions of the Trust Property pursuant to the Leases.

"Security Agreement" shall have the meaning set forth in the Credit Agreement.

"Senior Secured Parties" shall have the meaning set forth in the Credit Agreement.

"Security Documents" shall have the meaning set forth in the Credit Agreement. "Taxes" shall have the meaning set forth in Section 2.1(h) hereof.

"Transfer" shall have the meaning set forth in Section 2.1(i) hereof.

"Trust Deed" means this Leasehold Trust Deed, Line of Credit Instrument, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

"UCC Collateral" shall have the meaning set forth in Section 5.1 hereof.

"Uniform Commercial Code" shall have the meaning set forth in the Granting Clauses hereof.

1.2 Principles of Construction. All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Trust Deed unless otherwise specified. Unless otherwise specified, the words "hereof," "herein" and "hereunder" and words of similar import when used in this Trust Deed shall refer to this Trust Deed as a whole and not to any particular provision of this Trust Deed. The words and phrases "including," "shall include," "inclusive of and words and phrases of similar import shall be deemed to be followed by "without limitation" or "but not limited to." Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. All persons stated in the masculine, feminine or neuter gender shall include other genders as appropriate.

6.04(g)-A - -16

ARTICLE II

GENERAL RIGHTS OF BENEFICIARY

Grantor hereby agrees with Beneficiary that Beneficiary may at any time and from time to time, without liability therefor, without notice and without affecting the liability of any person, including, without limitation, Grantor, for the payment or performance of any indebtedness secured by this Trust Deed, or the lien of this Trust Deed on the Trust Property or any portion thereof: (i) release any person liable for the payment of any Obligations, extend the time or otherwise alter the terms of payment of any Obligations and make compositions or other arrangements with any debtor in relation thereto, alter, substitute, or release any portion of the Trust Property or any other collateral securing any Obligations, and grant such other indulgences as Beneficiary may determine in its sole discretion; and (ii) consent to the making of any map or plat of the Real Property, join in granting any easements or creating any restrictions on the Real Property and join in any extension agreement or any agreement subordinating the lien or charge of this Trust Deed.

ARTICLE III

LEASED PREMISES

3.1 The Port Lease.

(a) The Grantor shall: (i) pay all rents, additional rents and other sums required to be paid by the Grantor as lessee under and pursuant to the provisions of the Port Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of the Port Lease on the part of the Grantor, as lessee thereunder, to be performed and observed, unless such performance or observance shall be waived in writing or not required in writing by the lessor under the Port Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the Grantor, as lessee, under the Port Lease, (iii) promptly notify the Beneficiary in writing of any default by the Grantor or lessor under the Port Lease in the performance or observance of any of the material terms, covenants or conditions on the part of, respectively, the Grantor or lessor to be performed or observed under the Port Lease, (iv) promptly notify the Beneficiary of the giving of any notice by the lessor under the Port Lease to the Grantor (other than notices customarily sent on a regular basis or notices concerning matters of an immaterial nature) and of any notice noting or claiming any default by the Grantor in the performance or observance of any of the material terms, covenants or conditions of the Port Lease on the part of the Grantor, as lessee thereunder, to be performed or observed and deliver to the Beneficiary a true copy of each such notice, (v) promptly notify the Beneficiary in writing of any request made by either party to the

6.04(g)-A - -17

Port Lease for arbitration proceedings pursuant to the Port Lease and of the institution of any arbitration proceedings, as well as of all proceedings thereunder, and promptly deliver to the Beneficiary a copy of the determination of the arbitrators in each such arbitration proceeding, it being acknowledged and agreed that the Beneficiary shall have the right to participate in such arbitration proceedings in association with the Grantor or on its own behalf as an interested party, (vi) furnish to the Beneficiary, within ten (10) days after demand, proof of payment of all items which are required to be paid by the Grantor pursuant to the Port Lease, and (vii) not consent to the subordination of the Port Lease to any mortgage of the fee interest of the lessor in the Trust Property except such as agreed to by the Beneficiary.

(b) The Grantor shall not, without the prior written consent of the Beneficiary, surrender the leasehold estate created by the Port Lease or terminate or cancel the Port Lease or modify, change, supplement, alter or amend the Port Lease, in any material respect, either orally or in writing, and the Grantor hereby assigns to the Beneficiary, as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Trust Deed, all of the rights, privileges and prerogatives of the Grantor, as lessee under the Port Lease, to surrender the leasehold estate created by the Port Lease or to terminate, cancel, modify, change, supplement, alter or amend the Port Lease in any material respect, and any such surrender of the leasehold estate created by the Port Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Port Lease in any material respect without the prior written consent of the Beneficiary shall be void and of no force and effect.

(c) Supplementing the provisions of subparagraph (b) above, it is understood and agreed that the Grantor shall not, without the Beneficiary's prior written consent, elect to treat the Port Lease as terminated under Section 365(h)(1) of the Bankruptcy Code. Any such election made without the Beneficiary's prior written consent shall be void. The Grantor hereby unconditionally assigns, transfers and sets over to the Beneficiary all of the Grantor's claims and rights to the payment of damages arising under the Bankruptcy Code from any rejection by the lessor under the Port Lease. The Beneficiary shall have the right to proceed in its own name or in the name of the Grantor in respect of any claim, suit, action or proceeding relating to the rejection of the Port Lease, including, without limitation, the right to file and prosecute, to the exclusion of the Grantor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of such lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the indebtedness and obligations secured by this Trust Deed shall have been satisfied and discharged in full. Any amounts received by the Beneficiary as damages arising out of the rejection of the Port Lease as aforesaid shall be applied first to all reasonable costs

6.04(g)-A - -18

and expenses of the Beneficiary (including, without limitation, reasonable attorneys' fees) incurred in connection with the exercise of any of its rights or remedies under this paragraph and then shall be applied against the Obligations in such order, priority and proportion as the Beneficiary shall determine. If any action, motion or notice shall be commenced or filed in respect of the Grantor, as lessee under the Port Lease, or all or any portion of the Trust Property in connection with any case under the Bankruptcy Code, the Grantor shall give the Beneficiary prompt written notice thereof and the Beneficiary shall have the option, to the exclusion of the Grantor, exercisable upon notice from the Beneficiary to the Grantor, to conduct and control any such litigation with counsel of the Beneficiary's choice. The Beneficiary may proceed in its own name or in the name of the Grantor in connection with any such litigation, and the Grantor agrees to execute any and all powers, authorizations, consents and other documents required by the Beneficiary in connection therewith. The Grantor shall, upon demand, pay to the Beneficiary all costs and expenses (including attorneys' fees) paid or incurred by the Beneficiary in connection with the prosecution or conduct of any such proceedings. Any such costs or expenses not paid by the Grantor as aforesaid shall be secured by the lien of this Trust Deed and shall be added to the Obligations. The Grantor shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Port Lease in any such case under the Bankruptcy Code without the prior written consent of the Beneficiary. The Grantor shall, immediately after obtaining knowledge thereof, notify the Beneficiary, by telecopy to the numbers set forth in Section 8.4, of any filing by or against the lessor under the Port Lease of a petition under the Bankruptcy. Code. The Grantor shall thereafter forthwith give written notice of such filing to the Beneficiary, setting forth the date of such filing, the court in which the petition was filed and the relief sought therein. The Grantor shall promptly deliver to the Beneficiary, following receipt, any and all notices, summonses, pleadings, applications and other documents received by the Grantor in connection with any such petition and any proceedings relating thereto.

(d) If the Grantor shall default in the performance or observance of any material term, covenant or condition of the Port Lease on the part of the Grantor, as lessee thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Trust Deed and without waiving or releasing the Grantor from any of its obligations hereunder, the Beneficiary shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Port Lease on the part of the Grantor, as lessee thereunder, to be performed or observed on behalf of the Grantor, to the end that the rights of the Grantor in, to and under the Port Lease shall be kept unimpaired and free from default. If the Beneficiary shall make any payment or perform any act or take action in accordance with the preceding sentence, the Beneficiary will notify the Grantor of the making of any such payment, the performance of any such

6.04(g)-A - -19

act, or the taking of any such action. All sums so paid by the Beneficiary and all costs and expenses incurred by the Beneficiary in connection with the performance of any such act shall be paid by the Grantor to the Beneficiary upon demand with interest at the Default Rate from the date of the payment or incurrence thereof, and the same shall be deemed to be secured by this Trust Deed and shall be a lien on the Trust Property prior to any right, title to, interest in or claim upon the Trust Property attaching subsequent to the lien of this Mortgage. In any such event, subject to the rights, if any, of lessees and other occupants under the Leases, the Beneficiary and any person designated by the Beneficiary shall have, and are hereby granted, the right to enter upon the Trust Property at any time and from time to time for the purpose of taking any such action. If the lessor under the Port Lease shall deliver to the Beneficiary a copy of any notice of default sent by said lessor to the Grantor, as lessee under the Port Lease, such notice shall constitute full protection to the Beneficiary for any action taken or omitted to be taken by the Beneficiary, in good faith, in reliance thereon.

(e) Upon the occurrence and during the continuation of an Event of Default, the Grantor hereby irrevocably appoints the Beneficiary its true and lawful attorney-in-fact in its name or otherwise to do any and all acts and to execute any and all documents which in the reasonable opinion of the Beneficiary may be necessary or desirable to preserve any rights of the Grantor in, to or under the Port Lease, or any occupancy lease, license or concession, including, without limitation, the right (but not the obligation) to cure any defaults of the Grantor as lessee under the Port Lease, preserve any rights of the Grantor whatsoever in respect of any part of the Trust Property or to execute an extension or renewal of the Port Lease as hereinafter set forth. The Grantor shall, within twenty (20) days of request by the Beneficiary, use its commercially reasonable efforts to obtain from the lessor under the Port Lease such certificates of estoppel with respect to compliance by the Grantor with the terms of the Port Lease as may be requested by the Beneficiary. The Grantor shall exercise each individual option, if any, to extend or renew the term of the Port Lease upon demand by the Beneficiary made at any time at least six (6) months prior to the last day upon which any such option may be exercised.

(f) The generality of the provisions of this paragraph relating to the Port Lease shall not be limited by other provisions of this Trust Deed, or any other agreement between the Beneficiary and the Grantor, setting forth particular obligations of the Grantor which are also required of the Grantor as tenant under the Port Lease.

3.2 New Lease with Beneficiary. If the Port Lease shall be terminated prior to the natural expiration of its term due to an event of default thereunder, and if pursuant to any provision of the Port Lease, the Beneficiary or its designee shall acquire from the lessor under the Port Lease a new lease of the Leased Premises, the Grantor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

6.04(g)-A - -20

3.3 No Merger of Fee and Leasehold Estates. So long as any portion of the Obligations shall remain unpaid, and unless the Beneficiary shall otherwise consent, the fee title to the Leased Premises and the leasehold estate therein created pursuant to the provisions of the Port Lease shall not merge, but shall always be kept separate and distinct, notwithstanding the union of such estates in the Grantor or in any other person, by purchase, operation of law or otherwise. If the Beneficiary shall acquire the fee title to the Leased Premises and the leasehold estate therein created pursuant to the provisions of the Port Lease, by foreclosure of this Trust Deed or otherwise, such estates shall not merge as a result of such acquisition and shall remain separate and distinct for all purposes after such acquisition unless and until the Beneficiary shall elect to merge such estates. Without limitation or derogation of the foregoing, if the Grantor acquires the fee interest (including any reversionary interest) in the Leased Premises or any portion thereof (including, without limitation, pursuant to a conveyance of such fee interest pursuant to the Port Lease), or any other interest in the Premises or any portion thereof, the lien of this Trust Deed shall, ipso facto, without the necessity of any further assignment, mortgage or conveyance, simultaneously with such acquisition, be spread to cover said fee or other interest and, as so spread, shall be prior to the lien of any mortgage placed on said fee or other interest subsequent to the date of this Trust Deed. Without limitation or derogation of the foregoing sentence, the Grantor nevertheless agrees to execute all instruments and documents which the Beneficiary may reasonably require to ratify, confirm and further evidence the Beneficiary's lien on the fee interest.

ARTICLE IV

ABSOLUTE ASSIGNMENT OF LEASES AND RENTS

4.1 Absolute Assignment of Leases and Rents. Grantor absolutely and unconditionally assigns, transfers and sets over to Beneficiary all right, title and interest in and to all Rents and all other right, title and interest of Grantor created under or by virtue of any and all Leases and, with respect to the foregoing:

(a) Beneficiary grants to Grantor a license to collect, subject to the provisions herein, all Rents as they respectively become due, but not more than thirty (30) days in advance, and to enforce the agreements of the Leases, so long as an Event of Default has not occurred and is continuing;

(b) This absolute and present assignment shall be fully operative without any further action on the part of Grantor or Beneficiary and, specifically, Beneficiary shall be entitled, at its sole option, to all Rents whether or not Beneficiary takes possession of the Trust Property, including, without limitation, all Rents in Grantor's possession or control. Upon the occurrence and during the continuation of an Event of Default and whether before or after the institution of legal proceedings to foreclose this Trust Deed by action

6.04(g)-A - -21

in any court or by exercise of the power of sale herein contained or before or after sale thereunder or during any period of redemption, Beneficiary, without regard to waste, adequacy of the security for the Obligations secured by this Trust Deed or the solvency of Grantor, may revoke the license granted Grantor hereunder to collect the Rents, and may, at its option, without notice and with or without taking possession of or entering the Trust Property, either: (i) in person or by agent, with or without any action or proceeding, (A) enter upon, take possession of, manage and operate the Trust Property or any part thereof, in its own name or in the name of Grantor (provided, however, such entering upon and taking possession of the Trust Property shall not be a condition precedent or limitation of Beneficiary's right to collect the Rents); (B) give, or require Grantor to give, notice to any or all tenants under any Leases authorizing and directing the tenants to pay such Rents to Beneficiary; (C) sue for or otherwise collect all of the Rents (including those past due and unpaid or which are in Grantor's possession or control at the time of such Event of Default) and apply the Rents as hereinafter provided; (D) enforce the payment of the Rents and exercise all of the rights of the landlord under the Leases and all of the rights of Beneficiary hereunder; (E) cancel, enforce or modify the Leases, and fix or modify Rents; (F) do any acts which Beneficiary deems proper to protect the security; (G) take all steps which may be desirable in Beneficiary's judgment to complete any unfinished construction, and to operate and manage the Trust Property; and (H) perform such other reasonable acts or repairs or protections as may be reasonably necessary or proper in Beneficiary's sole judgment to conserve the value thereof; or (ii) apply for the appointment of a receiver in accordance with applicable Law, which receivership Grantor hereby consents to, who shall collect the Rents, and all other income of any kind; manage the Trust Property so to prevent waste; execute Leases within or beyond the period of receivership, perform any of the other activities set forth in Section 4.1(b)(i) above and perform the other terms and conditions contained in this Trust Deed, the other Financing Documents and apply the Rents as hereinafter provided. The entering upon and taking of possession of the Trust Property, the appointment of a receiver, and/or the collection and application of the Rents shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant to such notice. The purchaser at any foreclosure sale, including Beneficiary, shall have the right, at any time and without limitation as provided to advance money to any receiver appointed hereunder to pay any part or all of the items which the receiver would otherwise be authorized to pay if cash were available from the Trust Property and the sum so advanced, with interest at the Default Rate, shall be a part of the sum required to be paid to redeem from any judicial foreclosure sale, in each case to the fullest extent permitted by applicable Law. The rights hereunder shall in no way be dependent upon and shall apply without regard to whether the Trust Property is in danger of being lost, materially injured or damaged or whether the Trust Property is adequate to discharge the Obligations secured by this Trust Deed.

6.04(g)-A - -22

(c) Any Rents collected pursuant to the terms of Section 4.1(b) above shall be applied in the following order: (i) to payment of all fees of any receiver appointed hereunder; (ii) to payment when due of prior or current real estate taxes or special assessments with respect to the Trust Property or, if this Trust Deed so requires, to the periodic escrow for payment of real estate taxes or special assessments then due; (iii) to payment when due of insurance premiums of the type required by this Trust Deed or, if this Trust Deed so requires, to the periodic escrow for the payment of insurance premiums then due; and (iv) to payment of all expenses for normal maintenance of the Trust Property. Any Rents remaining after application of the above items shall be applied to the Obligations secured by this Trust Deed on a monthly basis. If the Trust Property shall be foreclosed and sold pursuant to a judicial or non-judicial foreclosure sale, then in such event, the Rents, after application first to the items set forth in Section 4.1(c)(i) through (iv) above shall be applied, to the fullest extent permitted by Law, as follows:

(A) if Beneficiary is the purchaser at the foreclosure sale, the Rents shall be paid to Beneficiary to be applied to the extent of any deficiency remaining after the sale, the balance to be retained by Beneficiary, and if the Trust Property be redeemed by Grantor or any other party entitled to redeem, to be applied as a credit against the redemption price with any remaining excess Rents to be paid to Grantor, provided, that if the Trust Property shall not be redeemed, all Rents shall belong to Beneficiary, whether or not a deficiency exists; or

(B) if Beneficiary is not the purchaser at the foreclosure sale, the Rents shall be paid to Beneficiary to be applied first, to the extent of any deficiency remaining after the sale, the balance to be retained by the purchaser, and if the Trust Property be redeemed by Grantor or any other party entitled to redeem, the Rents shall be applied as a credit against the redemption price with any remaining excess Rents to be paid to Grantor; provided, that if the Trust Property shall not be redeemed, any remaining excess Rents shall be paid first, to the purchaser at the foreclosure sale in an amount equal to the interest accrued upon the sale price pursuant to Oregon law (if any), then to Beneficiary to the extent of any deficiency remaining unpaid and the remainder to the purchaser.

6.04(g)-A - -23

(d) Notwithstanding the right to collect the Rents, following the occurrence and during the continuation of an Event of Default, Grantor agrees that Beneficiary, and not Grantor, shall be and be deemed to be the creditor of each tenant with respect to assignments for the benefit of creditors and bankruptcy, arrangement, reorganization, insolvency, dissolution or receivership proceedings affecting such tenant, but without obligation on the part of Beneficiary, however, to file or make timely filings of claims in such proceedings or otherwise to pursue creditor's rights therein.

(e) Grantor irrevocably consents that the tenant(s) under the Leases, upon demand and notice from Beneficiary to such tenant(s) of an Event of Default, shall pay all Rents under the Leases to Beneficiary without liability of the tenant(s) for the determination of the actual existence of any Event of Default claimed by Beneficiary. Grantor hereby irrevocably authorizes and directs the tenant(s), upon receipt of any notice of Beneficiary stating that an Event of Default exists, to pay to Beneficiary the Rents due and to become due under the Leases. Grantor agrees that the tenant(s) shall have the right to rely upon any such notices of Beneficiary and that tenant(s) shall pay such Rents to Beneficiary, without any obligation or without any right to inquire whether such Event of Default actually exists and notwithstanding any claim of or notice by Grantor to the contrary. Grantor shall have no claim against tenant(s) for any Rents paid by such tenant(s) to Beneficiary;

(f) Beneficiary shall have the right to assign Beneficiary's right, title and interest in the Leases to any subsequent holder of this Trust Deed and to any person acquiring title to any of the Real Property through foreclosure or otherwise. After Grantor shall have been barred and foreclosed of all right, title, interest in the Leased Premises, no assignee of Grantor's interest in the Leases shall be liable to account to Grantor for the Rents thereafter accruing;

(g) Nothing herein contained shall be construed to bind Beneficiary to the performance of any of the terms or provisions contained in the Leases, or otherwise to impose any obligation on Beneficiary whatsoever. Prior to actual entry and taking possession of the Real Property by Beneficiary, this assignment shall not operate to make Beneficiary a "mortgagee-in-possession" or to place any responsibility for the control, care, management, or repair of the Real Property upon Beneficiary;

(h) The Leases shall remain in full force and effect irrespective of any merger of the interest of the lessor and any tenant thereunder. Grantor shall, at the request of Beneficiary, execute such further assignments to Beneficiary of all Leases and Rents, as Beneficiary shall reasonably require, and provide to Beneficiary true and correct copies of all Leases and documents and instruments, executed in connection therewith; and

(i) It is the expressed intention of Grantor and Beneficiary that this

6.04(g)-A - -24

Section 4.1 establish an absolute transfer and assignment of the Leases and Rents, and is not intended or given as additional security for the Obligations.

ARTICLE V

SECURITY AGREEMENT

5.1 Rights to UCC Collateral under the Uniform Commercial Code. This Trust Deed is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real, leased and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor, by executing and delivering this Trust Deed, has granted and does hereby grant to Beneficiary as security for the Obligations, a continuing first priority security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code, the "UCC Collateral"). If an Event of Default shall occur and be continuing, Beneficiary, in addition to any other rights and remedies which it may have, shall have, and may exercise immediately and without demand, any and all rights and remedies granted to a secured party under the Uniform Commercial Code, including the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the UCC Collateral. Upon request or demand of Beneficiary, Grantor shall, at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting its interest in and to the UCC Collateral and in enforcing its rights hereunder with respect to the UCC Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the UCC Collateral sent to Grantor in accordance with the provisions hereof at least fifteen (15) Business Days prior to such action, shall, except as otherwise provided by applicable Law, constitute reasonable notice to Grantor. The proceeds of any disposition of the UCC Collateral, or any part thereof, may, except as otherwise required by applicable Law, be applied by Beneficiary to the payment of the Obligations in such priority and proportions set forth in the Credit Agreement. Grantor's (the debtor's) address and principal place of business and the address of Beneficiary (the secured party) are as set forth in Section 8.4 hereof.

5.2 Fixture Filing Financing Statements. Portions of the Trust Property are goods that are or are to become fixtures. The address of Grantor (the debtor) and the address of Beneficiary (the secured party) are as set forth in Section 8.4 hereof. Port of Morrow is the record owner of the Leased Premises. Information concerning the security interest created by this Trust Deed may be obtained from the Beneficiary, as secured party, at its

6.04(g)-A - -25

address set forth in Section 8.4 hereof. The organizational number of Grantor is DE4114340. This document covers goods that are or are to become fixtures.

ARTICLE VI

REPRESENTATIONS OF GRANTOR

6.1 Representations and Warranties. Grantor represents, covenants and warrants that:

(a) all Improvements now or hereafter located on the Trust Property are, or will be, located entirely within the boundaries of the Trust Property or on property in which Grantor now or hereafter possesses a valid interest;

(b) no portion of the Trust Property is being used or occupied as the personal residence of Grantor and no residential units are located on the Trust Property; and

ARTICLE VII

DEFAULT AND FORECLOSURE

7.1 Remedies. Following the occurrence and during the continuation of an Event of Default, Trustee and/or Beneficiary may, at Beneficiary's election, take such action permitted at law or in equity, without notice or demand, as it deems advisable to protect and enforce its rights and the rights of the other Senior Secured Parties against Grantor and in and to the Trust Property, in accordance with the requirements of applicable Law. Without limitation of the foregoing, Beneficiary may take any one or more of the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary and without impairing any notice of default or election to cause the Trust Property to be sold or any sale proceeding predicated thereon:

(a) demand, collect or realize upon all or any part of the Trust Property and assemble or require Grantor to assemble all or any part of the Trust Property;

(b) commence, appear in or defend any action or proceeding purporting to affect all or any part of the Trust Property or the interests, rights, powers or duties of any Senior Secured Party therein, whether brought by or against Grantor, Beneficiary or any Senior Secured Party;

6.04(g)-A - -26

encumbrance which in the reasonable judgment of Beneficiary may adversely affect the Trust Property or the interest, rights, powers or duties of any Senior Secured Party therein;

(d) in such manner and to such extent as Beneficiary may deem necessary to protect the Trust Property or the interests, rights, powers or duties of any Senior Secured Party therein, Beneficiary may by itself, its agents or attorneys, enter into and upon the Trust Property or any part thereof or any other property at which the Trust Property may be located without being deemed a "mortgagee-in-possession" and take and hold exclusive possession of all or any part of the Trust Property (which Grantor agrees to surrender) and exclude Grantor from the Trust Property, and with or without the appointment of a receiver, whether appointed pursuant to Section 7.1(j) hereof or otherwise, (i) operate and manage the Trust Property or any part thereof either itself or by other Persons, (ii) rent and lease the same, (iii) perform such acts of repair or protection as may be necessary or proper to conserve the value of the Trust Property, (iv) make such useful additions, alterations, betterments and improvements to the Trust Property as Beneficiary may deem advisable, (v) collect any and all income, Rents, issues, profits and proceeds from the Trust Property, the same being hereby assigned and transferred to Beneficiary, and (vi) from time to time apply or accumulate such income, Rents, issues, profits and proceeds in such order and manner as Beneficiary shall determine, it being understood that the collection or receipt of income, Rents, issues, profits or proceeds from the Trust Property after an Event of Default and election to cause the Trust Property to be sold under and pursuant to the terms of this Trust Deed shall not affect or impair any Event of Default or election to cause the Trust Property to be sold or any sale proceedings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the collection or receipt of any such income, Rents, issues, profits and proceeds;

(e) proceed by suit or suits at law or in equity or by any other appropriate proceedings or remedy to enforce payment of the Obligations or the performance of any other term hereof or any other right and the Grantor hereby authorizes and fully empowers the Beneficiary to request the Trustee to foreclose this Trust Deed by action in any court or by exercise of the power of sale contained herein or by advertisement with full authority and power to sell the Trust Property at public auction and convey the same to the purchaser in fee simple, either in one parcel or separate lots and parcels, all in accordance with and in the manner prescribed by applicable Law, and out of the proceeds arising from sale and foreclosure to retain the principal and interest due on the Loans and the other Obligations together with all such sums of money as the Trustee or Beneficiary shall have expended or advanced pursuant to this Trust Deed or pursuant to statute together with interest thereon as herein provided and all costs and expenses of such non-judicial or judicial foreclosure, including lawful attorneys' fees, with the balance, if any, to be paid to the persons entitled thereto by law. In the event of any non-judicial or

6.04(g)-A - -27

judicial foreclosure sale by Beneficiary, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of Law applicable to tenants holding over.

Without limiting the foregoing, Trustee may and upon the request of Beneficiary shall, elect to cause the Trust Property or any part thereof to be sold as follows:

(i) In connection with any sale or sales hereunder, Trustee shall be entitled to elect to treat any of the Trust Property which consists of a right in action or which is property that can be severed from the Real Property covered hereby or any Improvements without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable Law, separate and apart from the sale of Real Property. Where the Trust Property consists of Real Property and Personalty, whether or not such Personalty is located on or within the Real Property, Trustee shall be entitled to elect to exercise rights and remedies against any or all of the Real Property and Personalty in such order, at such times and in such manner as is now or hereafter permitted by applicable Law;

(ii) Trustee shall be entitled to elect to proceed against any or all of the Real Property or Personalty in any manner permitted under applicable Law; and if Trustee so elects pursuant to applicable Law, the power of sale herein granted shall be exercisable with respect to all or any of the Real Property and Personalty, as designated by Trustee, and Trustee is hereby authorized and empowered to conduct any such sale of any Real Property and Personalty in accordance with the procedures applicable to Real Property;

(iii) If the Trust Property consists of several lots, parcels or items of property, Trustee, subject to applicable Law, may and upon the request of Beneficiary shall, (A) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner Trustee designates. Any person, including Grantor or Beneficiary, but excluding Trustee, may purchase at any sale hereunder. Should Trustee desire that more than one sale or other disposition of the Trust Property be conducted, Trustee shall, subject to applicable Law, cause such sales or dispositions to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Trustee may designate, and no such sale shall terminate or otherwise affect the lien and security title of this Trust Deed on any part of the Trust Property not sold until all the Obligations have been paid in full. In the event Trustee elects to dispose of the Trust Property through more than one

6.04(g)-A - -28

sale, Grantor agrees to pay the costs and expenses of each such sale and of any judicial or non-judicial proceedings wherein such sale may be made;

(iv) Trustee may and upon the request of Beneficiary shall, from time to time postpone or adjourn any sale by it to be made under or by virtue of this Trust Deed by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of Law, Trustee may and upon the request of Beneficiary shall, without further notice or publication, make such sale at the time and place to which the same shall be so adjourned, or the Trustee may and upon the request of Beneficiary shall, give a new notice of sale;

(v) Upon any sale made under or by virtue of this Section 7.1(e) (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), Beneficiary may bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Beneficiary is authorized to deduct under this Trust Deed, or other Financing Document;

(vi) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Trust Property or upon any other property of Grantor shall affect in any manner or to any extent, the Lien of this Trust Deed upon the Trust Property or any part thereof, or any Liens, titles, rights, powers or remedies of Trustee and/or Beneficiary hereunder, under any other Financing Document, but such Liens, titles, rights, powers and remedies of Trustee and/or Beneficiary shall continue unimpaired as before;

(vii) Grantor agrees, to the fullest extent permitted by Law, that upon the occurrence and during the continuation of an Event of Default, neither Grantor nor anyone claiming through or under Grantor shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, homestead, exemption or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or judicial or non-judicial foreclosure of this Trust Deed, or the absolute sale of the Trust Property, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat, and Grantor, for itself and all who may at any time claim through or under it, hereby waives to the fullest extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprised in the security intended to be created hereby marshaled upon any judicial or non-judicial foreclosure of the Lien

6.04(g)-A - -29

hereof; and

(viii) Trustee may with and upon the request of Beneficiary shall, foreclose, this Trust Deed subject to the rights of any tenants of the Trust Property, and the failure to make any such tenants parties to any such foreclosure proceedings and to foreclose such tenants' rights will not be, nor be asserted to be by Grantor, a defense to any proceedings instituted by Trustee and/or Beneficiary to collect the sums secured hereby.

(f) take over and direct collection of the Rents, the Proceeds and the Receivables that are included in the Trust Property and the proceeds thereof, give notice of the lien of this Trust Deed upon the Rents, the Proceeds and the Receivables and the proceeds thereof to any or all Persons obligated to Grantor thereon, direct such Persons to make payment of all moneys paid or payable thereon directly to Beneficiary (and, at the request of Beneficiary, Grantor shall indicate on all billings that payments thereon are to be made to Beneficiary) and give any Person so notified and directed the receipt of Beneficiary for any such payment as full release for the amount so paid;

(g) take control of any and all of the Rents, Proceeds and Receivables, accounts, contractual and other rights that are included in the Trust Property and proceeds arising from any such contractual and other rights, and enforce collection, either in the name of Beneficiary or in the name of Grantor, of any or all of the Rents, Proceeds and Receivables, accounts, contractual and other rights that are included in the Trust Property and proceeds thereof by suit or otherwise, and receive, surrender, release or exchange all or any part thereof or compromise, settle, extend or renew (whether or not longer than the original period) any indebtedness thereunder;

(h) endorse in the name of Grantor any instrument, howsoever received by Beneficiary, representing Trust Property, or proceeds of any of the Trust Property;

(i) subject to the provisions of Article V hereof, exercise all the rights and remedies granted to a secured party under Article 9 of the Uniform Commercial Code in effect in the jurisdiction where the Trust Property is located and all other rights and remedies given to Beneficiary by this Trust Deed or any other Financing Document otherwise available at law or in equity; and

(j) to the fullest extent permitted by applicable Law, without further notice to Grantor, as a matter of right without notice and without giving bond and without regard to the solvency or insolvency of Grantor, whether waste has occurred or is occurring to the Trust Property, value of the Trust Property or adequacy of the security of the Trust Property, to apply to any court having jurisdiction for the appointment of a receiver or receivers for the Trust Property, and Grantor does hereby irrevocably consent to such

6.04(g)-A - -30

appointment. Notwithstanding the foregoing, Grantor hereby waives any right to require appointment of a receiver.

Trustee and/or Beneficiary shall not be under any obligation to make any of the payments or do any of the acts referred to in this Section 7.1 and, except as otherwise required by law, any of the actions referred to in this Section 7.1 may be taken irrespective of whether any election to sell has been given hereunder and without regard to the adequacy of the security for the Obligations. To the fullest extent permitted by applicable Law, Grantor hereby expressly waives any and all rights of redemption from sale under any order or judgment of judicial foreclosure of the Lien of this Trust Deed on behalf of Grantor and each and every person acquiring any interest in or title to the Trust Property subsequent to the date of this Trust Deed and on behalf of any other Persons. The reasonable costs and expenses (including reasonable attorneys' fees and disbursements) of Trustee and/or Beneficiary incurred in connection with the preservation, collection and enforcement of this Trust Deed or of the Lien granted hereby, including any amounts advanced by Beneficiary to protect or preserve the Trust Property, shall be secured by this Trust Deed, and Grantor covenants and agrees to pay them to the order of Trustee and/or Beneficiary promptly upon demand.

7.2 Rescission of Notice of Event of Default. Beneficiary, at any time before any sale pursuant to Section 7.1, may rescind, or direct Trustee to rescind, any notice of an Event of Default and/or of election to cause any portion of the Trust Property to be sold. The exercise by Beneficiary of such right of rescission shall not (unless otherwise expressly provided by the terms of such rescission) constitute a waiver of any Event of Default then existing or subsequently occurring, shall not impair the right of Beneficiary to cause any portion of the Trust Property to be sold thereafter and shall not otherwise affect any provision, agreement, covenant or condition of this Trust Deed, the Credit Agreement or any other Financing Document or the rights, obligations or remedies of the parties hereunder or thereunder.

7.3 Application of Proceeds.

(a) To the fullest extent permitted by applicable Law, all proceeds received by Beneficiary from the sale or other disposition of any portion of the Trust Property pursuant to this Trust Deed shall be applied by Beneficiary in accordance with the provisions of Section 8.08 of the Credit Agreement.

(b) If Beneficiary shall be ordered, in connection with any bankruptcy, insolvency or reorganization of Grantor, to restore or repay to or for the account of Grantor or its creditors any amount theretofore received under this Section 7.3, the amount of such restoration or repayment shall be deemed to be an Obligation so as to place Beneficiary in the position it would have been in had such amount never been

6.04(g)-A - -31

received by Beneficiary.

7.4 Additional Security. Subject to the provisions of the Credit Agreement, if Beneficiary at any time shall have a security interest securing any Obligation in addition to the lien created hereby on the Trust Property, Beneficiary may enforce the terms of the Security Documents or otherwise realize upon the Trust Property, at its option, either before or concurrently with the exercise of remedies as to such other security or after a sale is made of such other security, and may apply the proceeds to the Obligations without affecting the status of or waiving any right to exhaust all or any other security, including the Trust Property, and without waiving any breach or Event of Default or any right or power whether exercised under the Financing Documents contained in the Financing Documents or provided for in respect of any such other security.

7.5 Remedies Cumulative. The rights, powers and remedies of Beneficiary under this Trust Deed, or any other security agreement, or any other Financing Document shall be cumulative and not exclusive of any other right, power or remedy which Beneficiary may have against Grantor pursuant to this Trust Deed or the other Financing Documents or existing at law or in equity or otherwise. Beneficiary's rights, powers and remedies shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Beneficiary may determine to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Beneficiary permitted by law, equity or contract or as set forth herein or in the other Financing Documents. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default shall not be construed to be a waiver of any subsequent Default or Event of Default or to impair any remedy, right or power consequent thereon. The obtaining of a judgment or decree on any of the Notes shall not in any manner affect the Lien of this Trust Deed upon the Trust Property, and any judgment or decree so obtained shall be secured hereby to the same extent as the Notes are now secured. In case Beneficiary shall have proceeded to enforce any right or remedy under this Trust Deed by receiver, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to Beneficiary, then and in every such case, but subject to applicable Law, Grantor and Beneficiary shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Beneficiary shall continue as if no such proceeding had been taken. In the event of any foreclosure sale hereunder, all net proceeds shall be available for application to the Obligations whether or not such proceeds exceed the value of the Trust Property for recordation, tax, insurance or other purposes. The only limitation upon the foregoing agreements as to the exercise of Beneficiary's remedies is that there shall be but one full and complete satisfaction of the Obligations.

6.04(g)-A - -32

7.6 Attorney-in-Fact. Upon the occurrence and during the continuation of an Event of Default, Grantor hereby appoints Beneficiary attorney-in-fact of Grantor for the purpose of carrying out the provisions of this Trust Deed and taking any action and executing any instrument that Beneficiary may deem reasonably necessary or advisable to accomplish the purposes hereof, at Grantor's expense, which appointment is coupled with an interest and cannot be revoked.

7.7 Waiver of Notice. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRANTOR HEREBY WAIVES ANY RIGHT GRANTOR MAY HAVE UNDER THE LAWS OF THE STATE OF IN WHICH THE LEASED PREMISES IS LOCATED OR THE LAWS OF THE UNITED STATES OF AMERICA TO NOTICE, OTHER THAN EXPRESSLY PROVIDED FOR IN THIS TRUST DEED, THE CREDIT AGREEMENT OR THE OTHER FINANCING DOCUMENTS, OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS TRUST DEED TO BENEFICIARY, AND GRANTOR WAIVES GRANTOR'S RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE PROVISIONS OF THIS TRUST. DEED ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. GRANTOR FURTHER UNDERSTANDS THAT UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, BENEFICIARY MAY ALSO ELECT ITS RIGHTS UNDER THE UNIFORM COMMERCIAL CODE AND TAKE POSSESSION OF THE COLLATERAL AND DISPOSE OF THE SAME BY SALE OR OTHERWISE IN ONE OR MORE PARCELS PROVIDED THAT AT LEAST FIFTEEN (15) BUSINESS DAYS' PRIOR NOTICE OF SUCH DISPOSITION MUST BE GIVEN, ALL AS PROVIDED FOR BY THE UNIFORM COMMERCIAL CODE, AS HEREAFTER AMENDED OR BY ANY SIMILAR OR REPLACEMENT STATUTE HEREAFTER ENACTED. ALL WAIVERS BY GRANTOR IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY, AFTER GRANTOR HAS BY GRANTOR'S ATTORNEY BEEN FIRST APPRISED OF AND COUNSELED WITH RESPECT TO GRANTOR'S POSSIBLE ALTERNATIVE RIGHTS.

7.8 Payment of Costs and Expenses. Grantor shall promptly reimburse Beneficiary and the other Senior Secured Parties for reasonable costs and expenses incurred under this Trust Deed in accordance with the provisions of the Credit Agreement.

7.9 Grantor's Waivers.

(a) Grantor has read and hereby approves the Credit Agreement, the other Financing Documents, and all other agreements and documents relating thereto. Grantor acknowledges that it has been represented by counsel of its choice to review this Trust

6.04(g)-A - -33

Deed, the Financing Documents, and all other documents relating thereto and said counsel has explained and Grantor understands the provisions thereof.

(b) To the fullest extent permitted by applicable Law, Grantor hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Trust Deed) and waives any right to require Beneficiary or any other Senior Secured Party to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the exercise of its rights and remedies hereunder or otherwise. To the fullest extent permitted by applicable Law, Grantor waives any right to require Trustee, Beneficiary or any other Senior Secured Party to: (i) proceed or exhaust any collateral security given or held by Beneficiary or any other Senior Secured Party in connection with the Obligations; or (ii) pursue any other remedy in Trustee's, Beneficiary's or any other Senior Secured Party's power whatsoever.

(c) To the fullest extent permitted by applicable Law, until all Obligations shall have been paid in full, Grantor: (i) shall not have any right of subrogation to any of the rights of Beneficiary or any other Senior Secured Party against any guarantor, maker or endorser; (ii) waives any right to enforce any remedy which Trustee, Beneficiary or other Senior Secured Party now has or may hereafter have against any other guarantor, maker or endorser; and (iii) waives any benefit of, and any other right to participate in, any collateral security for the Obligations or any guaranty of the Obligations now or hereafter held by Beneficiary or any other Senior Secured Party.

(d) Subject to any applicable provisions of the Credit Agreement, Grantor hereby authorizes and empowers Beneficiary in its sole discretion, without any notice (except as expressly otherwise provided herein) or demand and without affecting the lien and charge of this Trust Deed, to exercise any right or remedy which Beneficiary or any other Senior Secured Party may have available to it, including, but not limited to, judicial foreclosure, or exercise of rights of power of sale without judicial action as to any collateral security for the obligations, whether real, personal or intangible property.

(e) To the fullest extent permitted by applicable Law, the Grantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Grantor's rights of subrogation and reimbursement against the principal by the operation of the laws and court rules of the State in which the Leased Premises is located.

(f) To the full extent permitted by Law, Grantor hereby covenants and agrees that it shall not at any time insist upon or plead, or in any manner whatsoever claim or take any advantage of, any stay, exemption or extension law or any so-called

6.04(g)-A - -34

"moratorium law" now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Trust Property, or any part thereof, prior to any sale or sales thereof to be made pursuant to any provisions herein contained, or to any decree, judgment or order of any court of competent jurisdiction; or after such sale or sales claim or exercise any rights under any statute now or hereafter in force to redeem the property so sold, or any part thereof, to the extent such covenant and agreement is permitted by applicable Law, or relating to the marshaling thereof, upon foreclosure sale or other enforcement hereof. To the full extent permitted by Law, Grantor hereby expressly waives any and all rights it may have to require that the Trust Property be sold as separate tracts or units in the event of foreclosure. To the full extent permitted by Law, Grantor hereby expressly waives any and all rights of redemption after sale under any order or decree of foreclosure of this Trust Deed, on its own behalf, on behalf of all Persons claiming or having an interest (direct or indirect) by, through or under Grantor and on behalf of each and every Person acquiring any interest in or title to the Real Property subsequent to the date hereof, it being the intent hereof that any and all such rights of redemption of Grantor and of all other Persons, are and shall be deemed to be hereby waived to the full extent permitted by applicable Law. To the full extent permitted by law, Grantor agrees that it shall not, by invoking or utilizing any applicable Law or laws or otherwise, hinder, delay or impede the exercise of any right, power or remedy herein or otherwise granted or delegated to Beneficiary or any other Senior Secured Party, but shall suffer and permit the exercise of every such right, power and remedy as though no such law or laws have been or will have been made or enacted.

ARTICLE VIII

MISCELLANEOUS

8.1 Performance at Grantor's Expense. Except as expressly provided herein or in the other Financing Documents to the contrary, no portion of the cost and expense of performing or complying with any of the obligations imposed on Grantor by this Trust Deed shall be borne by Trustee, Beneficiary or any other Senior Secured Party, and no portion of such cost and expense shall be, in any way or to any extent, credited against the aggregate amounts payable by Grantor pursuant to the Credit Agreement or any other Financing Document.

8.2 Beneficiary's Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or to perform any act required of it by this Trust Deed, or any other Financing Document, then at any time after the occurrence of any Event of Default or as otherwise expressly permitted by the terms of the Credit Agreement, or any other Financing Document, without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be

6.04(g)-A - -35

obligated to) make such payment or perform such act for the account of and at the expense of Grantor. All sums paid by Beneficiary pursuant to this Section 8.2 and all other sums expended by Beneficiary in respect of which it shall be entitled to indemnity, together with interest thereon from the date of such payment or expenditure, shall constitute additions to the Obligations, and shall be secured by this Trust Deed, and Grantor covenants and agrees to pay them to the order of Beneficiary upon demand.

8.3 Survival of Obligations. Except as otherwise provided in the Credit Agreement, all and every portion of the Obligations shall survive the execution and delivery of this Trust Deed and the other Financing Documents, the foreclosure or other exercise of remedies hereunder and the consummation of the transactions called for therein and herein until the Obligations shall be satisfied in full. This Trust Deed secures, and until the Obligations shall be paid and satisfied in full, shall secure the entire amount of the Obligations. The total amount of the indebtedness secured by this Trust Deed may increase or decrease from time to time.

8.4 Notices. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by facsimile as follows:

(a) if to Grantor,

Pacific Ethanol Columbia, LLC

_______________________

Attn: __________________

Fax No.: ________________

(b) if to Trustee,

Stewart Title Guaranty Company

100 Pine Street, Suite 450

San Francisco, California 94111

Attn: Shelley Norman

Fax No.: 415-986-5973

[________________________________________]

6.04(g)-A - -36

Attn:

Fax No.:

All notices and other communications given to any party hereto in accordance with the provisions of this Trust Deed shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile, or on the date five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.4 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.4.

8.5 Delay not a Waiver. Neither any failure nor any delay on the part of Beneficiary in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Notes, or under any other Financing Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Trust Deed, the Notes, or any other Financing Document, Beneficiary shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Trust Deed, the Notes, or the other Financing Documents, or to declare a default for failure to effect prompt payment of any such other amount.

8.6 Covenants Running with the Land. The Obligations and all obligations hereunder are intended by the parties to be, and shall be construed as, covenants running with the Real Property until such Real Property has been released from the Lien of this Trust Deed.

8.7 Intentionally Omitted.

8.8 Severability. If any provision of this Trust Deed or the application thereof to any Person or circumstance, for any reason and to any extent, becomes invalid or unenforceable, then neither the remainder of this Trust Deed nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable Law.

8.9 Entire Agreement and Modification. This Trust Deed and the other Financing Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or

6.04(g)-A - -37

between such parties, whether oral or written, are superseded by the terms of this Trust Deed and the other Financing Documents.

8.10 Governing Law. This Trust Deed shall be governed, construed, applied and enforced in accordance with the laws of the State of Oregon and applicable laws of the United States of America.

8.11 Limitation on Beneficiary's Responsibility. No provision of this Trust Deed shall operate to place any obligation or liability for the control, care, management or repair of the Trust Property upon Trustee, Beneficiary or any other Senior Secured Party, nor shall it operate to make Trustee, Beneficiary or any other Senior Secured Party responsible or liable for any waste committed on the Trust Property by the tenants or any other Person, or for any dangerous or defective condition of the Trust Property, or for any negligence of any other Person in the management, upkeep, repair or control of the Trust Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Beneficiary or any other Senior Secured Party "mortgagee in possession."

8.12 Headings. The Article and/or Section headings and the Table of Contents herein are included for convenience of reference only and shall not constitute a part of this Trust Deed for any other purpose.

8.13 Marshalling. Notwithstanding anything herein to the contrary, Grantor will not: (a) at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of any stay or extension or moratorium law, any exemption from execution or sale of the Trust Property or any part thereof, whenever or wherever enacted, which may affect the covenants and terms of performance of this Trust Deed; (b) claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Trust Property, or any part thereof, prior to any sale or sales thereof which may be made pursuant to any provision herein, or pursuant to the decree, judgment or order of any court of competent jurisdiction; or (c) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to reinstate the Trust Deed or to redeem the property so sold or any part thereof. Additionally, Grantor hereby expressly waives all benefit or advantage of any such law or laws. Grantor, for itself and all who may claim under it, waives, to the extent that it lawfully may, all right to have the Trust Property marshaled upon any foreclosure hereof. Beneficiary shall have the right to determine the order in which any or all portions of the Obligations are satisfied from the proceeds realized upon the exercise of the remedies provided herein. Grantor, any party who consents to this Trust Deed and any party who now or hereafter acquires a lien or security interest in any of the Trust Property and who has actual or constructive notice hereof hereby waives any and all right to require the

6.04(g)-A - -38

marshalling of assets in connection with the exercise of any of the remedies permitted by applicable Law or provided herein.

8.14 Waiver of Jury Trial and Consent to Jurisdiction. GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS TRUST DEED, ANY OTHER FINANCING DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GRANTOR (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS TRUST DEED AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14. In the event of litigation, this Trust Deed may be filed as a written consent to a trial by the court. Grantor hereby irrevocably submits to the jurisdiction of any court of competent jurisdiction located in the state in which any portion of the Trust Property is located in connection with any proceeding arising out of or relating to this Trust Deed involving such portion of the Trust Property.

8.15 Maximum Indebtedness and Future Advances. This Trust Deed shall secure not only existing Obligations, but also such future advances, whether such advances are obligatory or are to be made at the option of Beneficiary or the Senior Secured Parties or otherwise related to or in connection with the Credit Agreement, or the other Financing Documents, as are made by Beneficiary and/or the Senior Secured Parties to Grantor to the same extent as if such future advances were made on the date of the execution of this Trust Deed, including (a) any and all additional advances made by Beneficiary or the Senior Secured Parties to protect or preserve the Trust Property or the Lien hereof on the Trust Property, or to pay taxes, to pay premiums on insurance on the Trust Property (whether or not the original Grantor remains the owner of the Trust Property at the time of such advances and whether or not the original Beneficiary remains the Collateral Agent); (b) any and all expenses incident to the collection of the Obligations and the foreclosure hereof by action in any court or by exercise of the power of sale herein contained; (c) any and all amounts now owing or which may hereafter be owing by Grantor to Beneficiary, and/or the Senior Secured Parties pursuant to the Financing Documents, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, due or to become due, together with any and all renewal or renewals and extension or extensions of the Obligations; and (d) the full and prompt payment and performance of any and all obligations or covenants of Grantor to

6.04(g)-A - -39

Beneficiary and/or the Senior Secured Parties under the terms of any other agreements, assignments or other instruments now or hereafter evidencing, securing or otherwise relating to the Obligations, including the Financing Documents.

8.16 Lien Absolute; Multiple Collateral Transaction. Grantor acknowledges that this Trust Deed, the other Financing Documents, and those documents required by the Financing Documents together secure the Obligations. Grantor agrees that the Lien of this Trust Deed and all Obligations shall be absolute and unconditional and shall not in any manner be affected or impaired by any lack of validity or enforceability of the Credit Agreement or any other Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, and the lien hereof shall not be impaired by any acceptance by Beneficiary of any security for or guarantees of any of the Obligations, or by any failure, neglect or omission on the part of Beneficiary to realize upon or protect any of the Obligations or any collateral security therefor, including the Financing Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of Grantor in respect of the Obligations or this Trust Deed (other than the indefeasible payment in full of all the Obligations). The lien hereof shall not in any manner be impaired or affected by any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or by any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any of the Obligations or of any of the collateral security therefor, or any amendment or waiver of or any consent to any departure from the Credit Agreement, or any other Financing Document or of any guaranty thereof, if any, and Beneficiary may, in Beneficiary's discretion, foreclose, exercise any power of sale, or exercise any other remedy available under any or all of the Financing Documents without first exercising or enforcing any other rights and remedies hereunder. Such exercise of rights and remedies under any or all of the Financing Documents shall not in any manner impair the Obligations or the Lien of this Trust Deed, and any exercise of any rights or remedies hereunder shall not impair the Lien of any of the other Financing Documents or any rights and remedies of any Senior Secured Party thereunder. Grantor specifically consents and agrees that Beneficiary may exercise any rights and remedies hereunder and under the other Financing Documents separately or concurrently and in any order that Beneficiary may deem appropriate.

8.17 Discharge of Trust Deed. Upon written request of Grantor and upon payment in full and performance of all of the Obligations, and upon payment in full to Beneficiary of its fees, costs and expenses incurred or to be incurred thereby, this Trust Deed shall be discharged and satisfied or, at Grantor's option, assigned to Grantor or to any other person at Grantor's direction, without warranty, representation by, or recourse to, Beneficiary (except that Beneficiary shall be deemed to have represented that Beneficiary has not assigned or encumbered this Trust Deed). Concurrently with such release and

6.04(g)-A - -40

satisfaction or assignment of this Trust Deed, Beneficiary, on the written request and at the expense of Grantor, will execute and deliver such instruments of conveyance, assignment and release (including appropriate UCC-3 terminations) prepared by Grantor and as may reasonably be requested by Grantor to evidence such release and satisfaction, or assignment.

8.18 Renewal or Extension of Notes; Substitute Notes. This Trust Deed and all other instruments evidencing or securing the Notes shall likewise secure any extension, modification, renewal, substitution or replacement of the Notes and any term note or term notes which may be executed and delivered in substitution or replacement for the Notes. The lien of this Trust Deed shall in no manner be affected by any such extension, modification, renewal, substitution or replacement.

8.19 Conflicts. In the event of any conflict or inconsistency between the terms of this Trust Deed and those of the Credit Agreement, the terms of the Credit Agreement shall control. Grantor hereby acknowledges that it was represented by counsel in connection with the negotiation and drafting of this Trust Deed and that this Trust Deed and the other Financing Documents shall not be subject to the principle of construing their meaning against the party which drafted the same.

8.20 Assumption Not a Novation. Beneficiary's acceptance of an assumption of the obligations of this Trust Deed and the Notes, and the release of Grantor hereof, shall not constitute a novation.

8.21 Acknowledgment of Receipt of Copies of Debt Instrument. Grantor hereby acknowledges the receipt of a copy of this Trust Deed and the Credit Agreement, together with a copy of each other agreement, document or instrument executed in connection with this Trust Deed.

8.22 INSURANCE WARNING. UNLESS YOU (GRANTOR) PROVIDE US (BENEFICIARY) WITH EVIDENCE OF THE INSURANCE COVERAGE AS REQUIRED BY OUR CONTRACT OR LOAN AGREEMENT, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTEREST. THIS INSURANCE MAY, BUT NEED NOT, ALSO PROTECT YOUR INTEREST. IF THE COLLATERAL BECOMES DAMAGED, THE COVERAGE WE PURCHASE MAY NOT PAY ANY CLAIM YOU MAKE OR ANY CLAIM MADE AGAINST YOU. YOU MAY LATER CANCEL THIS COVERAGE BY PROVIDING EVIDENCE THAT YOU HAVE OBTAINED PROPERTY COVERAGE ELSEWHERE.

YOU ARE RESPONSIBLE FOR THE COST OF ANY INSURANCE PURCHASED BY US. THE COST OF THIS INSURANCE MAY BE ADDED TO YOUR CONTRACT OR LOAN BALANCE. IF THE COST IS ADDED TO YOUR

6.04(g)-A - -41

CONTRACT OR LOAN BALANCE, THE INTEREST RATE ON THE UNDERLYING CONTRACT OR LOAN WILL APPLY TO THIS ADDED AMOUNT. THE EFFECTIVE DATE OF COVERAGE MAY BE THE DATE YOUR PRIOR COVERAGE LAPSED OR THE DATE YOU FAILED TO PROVIDE PROOF OF COVERAGE.

THIS COVERAGE WE PURCHASE MAY BE CONSIDERABLY MORE EXPENSIVE THAN INSURANCE YOU CAN OBTAIN ON YOUR OWN AND MAY NOT SATISFY ANY NEED FOR PROPERTY DAMAGE COVERAGE OR ANY MANDATORY LIABILITY INSURANCE REQUIREMENTS IMPOSED BY APPLICABLE LAW.

8.23 USE NOTICE. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 197.352. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 197.352.

8.24 STATUTE OF FRAUDS NOTICE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (BENEFICIARY) CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

IN WITNESS WHEREOF, Grantor has caused this Trust Deed to be signed by Grantor's duly authorized representative as of the day and year first above written.

GRANTOR:

PACIFIC ETHANOL COLUMBIA, LLC

By: ______________________________

Name:

Title:

6.04(g)-A - -42

STATE OF ________________ )

: ss.:

COUNTY OF ______________ )

On this ____ day of ______, 2007, before me, a Notary Public in and for the aforesaid County and State, personally appeared ________________, to me personally known, who being by me duly sworn, did say that he is the _______________ of [___________________], the said limited liability company; that said instrument was signed on behalf of [________________] by authority of its managers, and that the said ________________________________ of [____________________], acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it and by him voluntarily executed.

_____________________________________

Notary Public in and for said County and State

Printed Name: ___________________________

My Commission Expires: ___________________

6.04(g)-A - -43

EXHIBIT A

LEASED PREMISES

6.04(g)-A - -44

EXHIBIT 6.04(g)-B

to Credit Agreement

[FORM OF PLEDGE AGREEMENT]

PLEDGE AND SECURITY AGREEMENT

among

[__________________],

as Pledgor

[__________________],

as Company

and

[__________________],

as Collateral Agent

Dated as of [______], 2007

This draft document is not a contract or an offer to enter into a contract. Only the document as executed by the parties hereto will contain the terms that bind them. Until the document is executed by each of the parties hereto, none of them intends to be bound hereby.

6.04(g)-B - - 1

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS	2

Section 1.01	Defined Terms	2
Section 1.02	Credit Agreement and UCC Definitions	2
Section 1.03	Rules of Interpretation	2

ARTICLE II	PLEDGE AND GRANT OF SECURITY INTEREST	2

Section 2.01	Granting Clause	2
Section 2.02	Delivery of Collateral	3
Section 2.03	Retention of Certain Rights	4
Section 2.04	Obligations Unconditional	4
Section 2.05	Waiver	5

ARTICLE III	EVENTS OF DEFAULT	6

Section 3.01	Events of Default	6

ARTICLE IV	REPRESENTATIONS AND WARRANTIES	6

Section 4.01	Organization; Power; Compliance with Law and Contractual Obligations	7
Section 4.02	Due Authorization; Non-Contravention	7
Section 4.03	Validity	7
Section 4.04	Beneficial Ownership; Pledged Equity Interests	7
Section 4.05	Name	7
Section 4.06	Organizational Number	7
Section 4.07	Capital Adequacy; Etc	8

ARTICLE V	COVENANTS OF PLEDGOR	8

Section 5.01	Defense of Collateral	8
Section 5.02	Limitation of Liens	8
Section 5.03	No Sale of Collateral	8
Section 5.04	No Impairment of Security	8
Section 5.05	Filing of Bankruptcy Proceedings	8
Section 5.06	Distributions	9
Section 5.07	Maintenance of Records	9
Section 5.08	Name; Jurisdiction of Organization	9
Section 5.09	Amendments to Organizational Documents	9
Section 5.10	Perfection	9
Section 5.11	Information Concerning Collateral	10
Section 5.12	Payment of Taxes	10

ARTICLE VI	REMEDIES UPON AN EVENT OF DEFAULT	10

Section 6.01	Remedies Upon an Event of Default	10
Section 6.02	Minimum Notice Period	11
Section 6.03	Sale of Collateral	12

6.04(g)-B - - 2

Section 6.04	Actions Taken by Collateral Agent	12
Section 6.05	Private Sales	12
Section 6.06	Compliance With Limitations and Restrictions	13
Section 6.07	No Impairment of Remedies	13

ARTICLE VII	FURTHER ASSURANCES	13

Section 7.01	Attorney-in-Fact	13
Section 7.02	Delivery of Collateral; Proxy	14
Section 7.03	Place of Business; Location of Records	14
Section 7.04	Waiver of Transfer Restrictions	14
Section 7.05	The Company's Consent and Covenant	14
Section 7.06	Foreclosure	14
Section 7.07	Waiver of Rights of Subrogation	15
Section 7.08	Application of Proceeds	15
Section 7.09	Collateral Agent May Perform	15
Section 7.10	Limitation on Duty of Collateral Agent with Respect to the Collateral	15
Section 7.11	Termination of Security Interest	15

ARTICLE VIII	MISCELLANEOUS	16

Section 8.01	Amendments, Etc	16
Section 8.02	Applicable Law; Jurisdiction; Etc	16
Section 8.03	Counterparts; Effectiveness	18
Section 8.04	Delay Not Waiver; Separate Causes of Action	18
Section 8.05	Entire Agreement	18
Section 8.06	Expenses	18
Section 8.07	Headings Descriptive	18
Section 8.08	Interest	18
Section 8.09	Notices	18
Section 8.10	No Waiver; Cumulative Remedies	19
Section 8.11	Reinstatement	19
Section 8.12	Remedies Cumulative	20
Section 8.13	Rights of Collateral Agent	20
Section 8.14	Severability	20
Section 8.15	Successions and Assignments	20
Section 8.16	Survival of Provisions	20
Section 8.17	Third Party Rights	21
Section 8.18	Time	21
Section 8.19	Waiver of Consequential Damages, Etc	21
Section 8.20	Waiver of Litigation Payments	21
Section 8.21	[Scope of Liability]	21

6.04(g)-B - - 3

EXHIBITS

Exhibit A - Irrevocable Proxy

Exhibit B - - Transfer Document

Exhibit C - - Schedule of Security Filings

Schedule I - Description of Pledged Equity Interests

6.04(g)-B - - 4

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT, dated as of [___________], 2007 (this "Agreement") is entered into by and among [___________], a [limited liability company] organized and existing under the Laws of the State of [Delaware] (the "Pledgor"), [___________], a limited liability company organized and existing under the Laws of the State of Delaware, (the "Company"), and [___________], in its capacity as collateral agent (together with its successors, designees and assigns in such capacity, the "Collateral Agent") for the Senior Secured Parties.

RECITALS

WHEREAS, the Company has entered into that certain Credit Agreement, dated as of [___________], 2007 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Pledgor, [___________], a Delaware limited liability company ("[___________]"), [___________], a Delaware limited liability company ("[___________]"), [___________], a Delaware limited liability company ("[___________]"), [___________], a Delaware limited liability company ("[___________]"), [___________], a Delaware limited liability company ("[___________]"), and, together with [___________], [the Pledgor], [___________], [___________], and [___________], the "Borrowers"), Pacific Holding as the Borrowers' Agent, each of the Lenders from time to time party thereto, the Administrative Agent, as collateral agent for the Lenders, [___________], as accounts bank, WESTLB AG, NEW YORK BRANCH, as lead arranger and sole lead bookrunner, MIZUHO CORPORATE BANK, LTD., as lead arranger and co-syndication agent, CIT CAPITAL SECURITIES LLC, as lead arranger and co-syndication agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA., "RABOBANK NEDERLAND", NEW YORK BRANCH, as lead arranger and co-documentation agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as lead arranger and co-documentation agent, pursuant to which, among other things, the Lenders have [made] [agreed to make] loans to, and for the benefit of, the Borrowers;

WHEREAS, certain Lenders or their affiliates may, from time to time, enter into interest rate hedging agreements with the Company as permitted under the Credit Agreement; and

WHEREAS, as of the date hereof, the Pledgor is the sole member and owns one hundred (100%) of the Equity Interests of the Company and will obtain benefits as a result of the Loans, and it is a requirement under the Credit Agreement that the Pledgor execute and deliver this Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of the promises contained herein, and to induce the Lenders to enter into the Credit Agreement and to make the advances of credit to the Borrowers contemplated thereby, and to induce the Interest Rate Protection Providers to enter into the Interest Rate Protection Agreements and to provide the interest rate hedges contemplated thereby, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the Company and the Pledgor hereby agree with the Collateral Agent, for the benefit of the Senior Secured Parties, as follows:

6.04(g)-B - - 5

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings:

"Collateral Agent" has the meaning given in the preamble to this Agreement. "Collateral" has the meaning given in Section 2.01 (Granting Clause).

"Company" has the meaning given in the preamble to this Agreement.

"Credit Agreement" has the meaning given in the recitals to this Agreement.

"Non-Recourse Party" has the meaning given in Section 8.21 (Scope of Liability).

"Pledged Equity Interests" has the meaning given in Section 2.01 (Granting Clause).

"Pledgor" has the meaning given in the preamble to this Agreement.

Section 1.02 Credit Agreement and UCC Definitions. Unless otherwise defined herein or unless the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement or, if not defined therein, the UCC.

Section 1.03 Rules of Interpretation. The rules of interpretation set forth in Section 1.02 (Principles of Interpretation) of the Credit Agreement shall apply to this Agreement, including its preamble and recitals.

ARTICLE II

PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Granting Clause. To secure the timely payment in full when due (whether at stated maturity, by acceleration or otherwise) in cash and performance in full of the Obligations, the Pledgor hereby collaterally assigns, grants and pledges to the Collateral Agent, for the benefit of the Senior Secured Parties, a continuing security interest and Lien in all the estate, right, title and interest of the Pledgor, now owned or hereafter existing or acquired, and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise), including all the estate, right, title and interest of the Pledgor in, to and under the following (the "Collateral"):

6.04(g)-B - - 6

(a) Any and all of the Pledgor's right(s), title(s) and interest(s), whether now owned or hereafter existing or acquired, in the Company, and all of the Equity Interests of the Company related thereto, whether or not evidenced or represented by any certificated security or other instrument, (the "Pledged Equity Interests"), including the membership interests described on Schedule I hereto and the Pledgor's share of

(i)

all rights to receive income, gain, profit, dividends and other distributions allocated or distributed to the Pledgor in respect of or in exchange for all or any portion of the Pledged Equity Interests;

(ii)

all of the Pledgor's capital or ownership interest or other Equity Interest, including capital accounts, in the Company;

(iii)

all of the Pledgor's voting rights in or rights to control or direct the affairs of the Company;

(iv)

all other rights, title and interest in or to the Company derived from the Pledged Equity Interests;

(v)

all indebtedness or other obligations of the Company owed to the Pledgor;

(vi)

all claims of the Pledgor for damages arising out of, or for any breach or default relating to, the Pledged Equity Interests;

(vii)

all securities, notes, certificates and other instruments representing or evidencing any of the foregoing rights and interests or the ownership thereof and any interest of the Pledgor reflected in the books of any financial intermediary pertaining to such rights and interests;

(viii)

all distributions, non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests; and

(ix)

all security entitlements of the Pledgor in any and all of the foregoing; and

(b) all proceeds (including proceeds of proceeds) of the foregoing Collateral, whether cash or non-cash; provided, however, that "Collateral" shall not include any cash or other property distributed to the Pledgor following a distribution made in accordance with Section 7.02(s) (Negative Covenants — Restricted Payments) of the Credit Agreement.

Section 2.02 Delivery of Collateral.

(a) All certificates, notes and other instruments representing or evidencing any Collateral shall be delivered to and held by or on behalf of, and, in the case of notes, endorsed to the order of, the Collateral Agent, or its designee pursuant hereto, in the manner set forth in Section 7.02 (Delivery of Collateral: Proxy).

6.04(g)-B - - 7

(b) If any Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Section 2.03 Retention of Certain Rights. So long as the Collateral Agent has not elected to exercise remedies under this Agreement in connection with an Event of Default that has occurred and is continuing, the Pledgor reserves the right to exercise all voting and other rights, title and interest with respect to the Collateral (except as limited by the Financing Documents) and, to the extent permitted under the Credit Agreement, to receive all income, gains, profits, dividends and other distributions from the Collateral whether non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests.

Section 2.04 Obligations Unconditional. The obligations of the Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any Financing Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any guarantee of or security for any of the Obligations and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than the occurrence of the Discharge Date and other than any defense that the underlying obligation has been satisfied in accordance with the terms of the Financing Documents, it being the intent of this Section 2.04 that the obligations of the Pledgor hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Pledgor hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged or in any way affected (whether in full or in part) by:

(a) at any time or from time to time, without notice to the Pledgor, the time for any performance of or compliance with any of the Obligations is extended, or such performance or compliance is waived;

(b) any Financing Document is amended or modified or there is a departure from, or waiver of, any of the terms of any Financing Document;

(c) the maturity of any of the Obligations is accelerated, or any of the Obligations is modified, supplemented and/or amended in any respect, or any right under any Financing Document or any other agreement or instrument referred to therein is waived or any guarantee of any of the Obligations or any security therefore is released or exchanged in whole or in part or otherwise dealt with;

6.04(g)-B - - 8

(d) any lien granted to, or in favor of, the Collateral Agent as security for any of the Obligations fails to be perfected; or

(e) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Pledgor or by any defense which the Pledgor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. The Pledgor acknowledges and agrees that the Obligations include interest on the Obligations at the applicable rate therefor under the Financing Documents which accrues after the commencement of any such proceeding (or, if interest on any portion of the Obligations ceases to accrue by operation of Law by reason of the commencement of said proceeding, such Obligations include the interest which would have accrued on such portion of the Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Obligations secured pursuant to this Agreement should be determined without regard to any rule of Law or order which may relieve the Pledgor of any portion of the Obligations. The Pledgor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced.

Section 2.05 Waiver. The enforceability and effectiveness of this Agreement and the liability of the Pledgor, and the rights, remedies, powers and privileges of the Collateral Agent, under this Agreement shall not be affected, limited, reduced, discharged or terminated, and the Pledgor hereby expressly waives, to the extent permitted by applicable Laws, to the fullest extent permitted by Law any defense now or in the future arising, by reason of:

(a) the illegality, invalidity or unenforceability of all or any part of the Obligations, any Financing Document or any agreement, security document, guarantee or other instrument relating to all or any part of the Obligations;

(b) the illegality, invalidity or unenforceability of any security or guarantee for all or any part of the Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien or encumbrance on any collateral for all or any part of the Obligations;

(c) the cessation, for any cause whatsoever, of the liability of any Person that is a guarantor of all or any part of the Obligations (other than by the occurrence of the Discharge Date);

(d) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other Collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of either the other Borrowers, or the Pledgor or may preclude the other Borrowers or the Pledgor from obtaining reimbursement, contribution, indemnification or other recovery from the other Borrowers or any other Person and even though the other Borrowers or the Pledgor may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;

6.04(g)-B - - 9

(e) any act or omission of the Collateral Agent or any other Person that directly or indirectly results in or aids the discharge or release of the Pledgor or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of Law or otherwise (other than the occurrence of the Discharge Date);

(f) any Law which provides that the obligation of a surety or the Pledgor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or the Pledgor's obligation in proportion to the principal obligation;

(g) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding, any failure of the Collateral Agent to file a claim in any such proceeding, or the occurrence of any of the following: (i) the election by the Collateral Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (ii) any extension of credit or the grant of any lien or encumbrance under Section 364 of the Bankruptcy Code, (iii) any use of cash collateral under Section 363 of the Bankruptcy Code, or (iv) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; or

(h) any action taken by the Collateral Agent that is authorized by this Section 2.05 or otherwise in this Agreement or by any other provision of any Financing Document or any omission to take any such action.

ARTICLE III

EVENTS OF DEFAULT

Section 3.01 Events of Default. The occurrence of an Event of Default, whatever the reason for such Event of Default and whether it is voluntary or involuntary or is effected by operation of Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority, shall constitute a default hereunder. Any such Event of Default shall be considered cured or waived for the purposes of this Agreement when it has been cured or waived in accordance with the Credit Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to and in favor of the Collateral Agent and the Senior Secured Parties, as of the date hereof, as of the Closing Date and as of each Funding Date, as of the date of each Funding Notice, as of the date of each Issuance Request, and as of the Conversion Date, as follows:

6.04(g)-B - - 10

Section 4.01 Organization; Power; Compliance with Law and Contractual Obligations. The Pledgor (a) is a [limited liability company] validly organized and existing and in good standing under the Laws of the State of [Delaware], (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a [limited liability company] in each jurisdiction where the nature of its business requires such qualification (other than any such failure to be so qualified or in good standing that could not reasonably be expected to have a Material Adverse Effect) and (c) has all requisite [limited liability company] power and authority and holds all Governmental Approvals required as of the date of this representation is made or deemed repeated to enter into and perform its obligations under this Agreement.

Section 4.02 Due Authorization; Non-Contravention.

(a) The execution, delivery and performance by the Pledgor of this Agreement are within the Pledgor's [limited liability company powers], have been duly authorized by all necessary [limited liability company] action, and do not contravene in any material respect (i) the Pledgor's Organic Documents, or (ii) any applicable Law or any Contractual Obligation binding on or affecting the Pledgor.

(b) The exercise by the Collateral Agent of any of its rights and remedies with respect to the Collateral in accordance with the terms of this Agreement will not contravene in any material respect any applicable Law or any Contractual Obligation binding on or affecting the Pledgor or any of the properties of the Pledgor and will not result in or require the creation of any Lien (other than Permitted Liens) upon or with respect to any of the Collateral other than pursuant to this Agreement.

Section 4.03 Validity. This Agreement constitutes the legal, valid and binding obligations of the Pledgor enforceable in accordance with its terms, except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at Law).

Section 4.04 Beneficial Ownership; Pledged Equity Interests. The Pledgor is the lawful and beneficial owner of and has full right, title and interest in, to and under all rights and interests comprising the Collateral, subject to no Liens, no prior assignments, no effective UCC financing statements, no security agreements and no other instruments similar in effect (other than this Agreement, the Liens created hereunder and other Permitted Liens). The Pledged Equity Interests (a) have been duly authorized and validly issued, (b) are fully paid and non-assessable and (c) constitute one hundred percent (100%) of the outstanding Equity Interests of the Company.

Section 4.05 Name. The name of the Pledgor is [________], as indicated in the public records of the State of [Delaware], and it has not had any other names within the past five (5) years [other than [________]].

Section 4.06 Organizational Number. The Pledgor's federal employee identification number is [________] and Pledgor's organizational number is [________].

6.04(g)-B - - 11

Section 4.07 Capital Adequacy; Etc.

(a) The Pledgor is, and after giving effect to the transactions contemplated hereby will be, Solvent.

(b) The Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of the Pledgor.

ARTICLE V

COVENANTS OF PLEDGOR

The Pledgor covenants to and in favor of the Collateral Agent and the Senior Secured Parties as follows:

Section 5.01 Defense of Collateral. The Pledgor shall, until the Discharge Date, defend its title to the Collateral and the interest of the Collateral Agent (for the benefit of itself and the other Senior Secured Parties) in the Collateral pledged hereunder against the claims and demands of all other Persons, provided that nothing in this Section 5.01 shall limit the Pledgor's right to dispose of the Collateral in accordance with the Financing Documents.

Section 5.02 Limitation of Liens. The Pledgor shall not create, incur, assume or suffer to exist any Liens (including authorizing the filing of any financing statements under the UCC or any like statement relating to the Collateral) on or with respect to all or any part of the Collateral (other than Permitted Liens). The Pledgor shall at its own cost and expense promptly take such action as may be necessary to discharge any such Liens (other than Permitted Liens).

Section 5.03 No Sale of Collateral. Except as permitted by the terms of the Financing Documents, the Pledgor shall not cause, suffer or permit the sale, assignment, conveyance, pledge or other transfer of all or any portion of the Pledgor's Equity Interest in the Company or any other portion of the Collateral.

Section 5.04 No Impairment of Security. The Pledgor shall not take any action that, or fail to take any action if such failure would, impair in any manner the enforceability of the Collateral Agent's security interest in and Lien on any Collateral.

Section 5.05 Filing of Bankruptcy Proceedings. To the extent it may do so under applicable Law, the Pledgor, for itself, its successors and assigns, shall not cast any vote as an owner in the Company or otherwise (a) in favor of the commencement of a voluntary case or other proceeding seeking liquidation, reorganization, rehabilitation or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect in any jurisdiction or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the owners of the Company or any substantial part of the Company's property, (b) to authorize the Company to consent to any such aforesaid relief or to the appointment of or taking possession by any such aforesaid official in an involuntary case or other proceeding commenced against the Company or (c) to authorize the Company to make a general assignment for the benefit of creditors.

6.04(g)-B - - 12

Section 5.06 Distributions. If the Pledgor in its capacity as an owner of the Company receives any income, dividend or other distribution of money or property of any kind from the Company (other than in accordance with the Financing Documents), the Pledgor shall hold such income or distribution as trustee for and shall promptly deliver the same to the Collateral Agent in the exact form received by the Pledgor (or duly endorsed by the Pledgor to the Collateral Agent, if required). To the extent that any such income, dividend or other distribution is made in compliance with the terms of the Financing Documents, then the further distribution or payment of such monies shall not give rise to any claims or cause of action on the part of any of the Senior Secured Parties against the Company or the Pledgor seeking the return or disgorgement of any such distributions or other payments unless the distributions or payments involve or result from the fraud or willful misconduct of the Company or the Pledgor.

Section 5.07 Maintenance of Records. The Pledgor shall, at all times, keep accurate and complete records of the Collateral. The Pledgor shall permit officers and designated representatives of the Collateral Agent to examine the Pledgor's books and records pertaining to the Collateral, and make copies thereof or abstracts therefrom, all at the expense of the Pledgor and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Pledgor; provided, that if a Default or an Event of Default has occurred and is continuing, the Collateral Agent (or any of its officers or designated representatives) may do any of the foregoing at any time during normal business hours and without advance notice. Upon the occurrence and during the continuation of any Event of Default, at the Collateral Agent's request, the Pledgor shall promptly deliver to the Collateral Agent copies of any and all of the records mentioned above.

Section 5.08 Name; Jurisdiction of Organization. The Pledgor shall not change its name, its jurisdiction of organization, the location of its principal place of business or its organization identification number without written notice to the Collateral Agent at least thirty (30) days prior to such change. In the event of such change, the Pledgor shall (at its expense) execute and deliver such instruments and documents as may be required by the Collateral Agent or applicable Law to maintain a first priority perfected security interest in the Collateral.

Section 5.09 Amendments to Organizational Documents. Except as expressly permitted by this Agreement or the other Financing Documents, the Pledgor shall not (a) terminate or cancel the Organic Documents of the Company or (b) in any material respect, amend, supplement or otherwise modify the Organic Documents of the Company.

Section 5.10 Perfection.

(a)The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable in order to perfect, to ensure the continued perfection of, and to protect the assignment and security interest granted or intended to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Pledgor shall (i) deliver any of the Collateral represented by a certificate or other instrument to the Collateral Agent, accompanied by such duly executed instruments of transfer or assignment as the Collateral Agent may reasonably request, and (ii) authorize, execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

6.04(g)-B - - 13

(b)The Pledgor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Collateral Agent may reasonably determine are necessary or advisable to perfect the security interest granted to the Collateral Agent, for the benefit of the Senior Secured Parties, herein. Such financing statements may describe the Collateral in the same or similar and consistent manner as described herein.

Section 5.11 Information Concerning Collateral. The Pledgor shall, promptly upon request and at its own expense, provide to the Collateral Agent all information and evidence the Collateral Agent may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

Section 5.12 Payment of Taxes. The Pledgor shall pay or cause to be paid, before any fine, penalty, interest or cost attaches thereto, all Taxes and other non-governmental charges or levies (other than those Taxes or levies that are subject to a Contest and immaterial Taxes in an aggregate amount not in excess of twenty-five thousand Dollars ($25,000) at any one time outstanding (taking into account any interest and penalties that could accrue or be applicable to such past-due Taxes), and provided that such Taxes are no more than forty-five (45) days past due)) now or hereafter assessed or levied against the Collateral pledged by it hereunder and shall retain copies of and, upon request, permit the Collateral Agent or any Senior Secured Party to examine receipts showing payment of any of the foregoing.

ARTICLE VI

REMEDIES UPON AN EVENT OF DEFAULT

Section 6.01 Remedies Upon an Event of Default. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, but not the obligation, to do any of the following:

(a) vote or exercise any and all of the Pledgor's rights or powers incident to its ownership of the Pledged Equity Interests, including any rights or powers to manage or control the Company and receive dividends or distributions;

(b) demand, sue for, collect or receive any money or property at any time payable to or receivable by the Pledgor on account of or in exchange for all or any part of the Collateral;

(c) cause any action at Law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any obligation or exercise any right hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement or by applicable Law;

(d) amend, terminate, supplement or modify all or any of the Company's Organic Documents;

6.04(g)-B - - 14

(e) incur expenses, including attorneys' fees, consultants' fees, and other costs in connection with the exercise of any right or power under this Agreement;

(f) perform any obligation of the Pledgor hereunder;

(g) secure the appointment of a receiver of the Collateral or any part thereof, whether incidental to a proposed sale of the Collateral or otherwise, and all disbursements made by such receiver and the expenses of such receivership shall be added to and be made a part of the Obligations, and, whether or not the principal sum of the Obligations, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Agreement and shall be due and payable upon demand therefor and thereafter shall bear interest at the Default Rate or the maximum rate permitted by applicable Law, whichever is less;

(h) transfer the Collateral, or any part thereof, to the name of the Collateral Agent or to the name of any nominee of the Collateral Agent;

(i) exercise any other or additional rights or remedies granted to the Collateral Agent under any other provision of this Agreement or any other Financing Document, or exercisable by a secured party under the UCC or under any other applicable Law and, without limiting the generality of the foregoing and without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable in accordance with the UCC;

(j) take any other lawful action that the Collateral Agent deems necessary or desirable to protect or realize upon its security interest in the Collateral or any part thereof; and/or

(k) appoint another Person (who may be an employee, officer or other representative of the Collateral Agent) to do any of the foregoing, or take any other action permitted hereunder, on behalf of the Collateral Agent.

Section 6.02 Minimum Notice Period. If, pursuant to applicable Law requirements, prior notice of any action described in Section 6.01 (Remedies Upon an Event of Default)), including the sale of the Collateral pursuant to Section 6.03 (Sale of Collateral), is required to be given to the Pledgor or the Company, the Pledgor and the Company hereby acknowledge and agree that the minimum time required by such applicable Law, or if no minimum time is specified, ten (10) days, shall be deemed a reasonable notice period under such applicable Law.

6.04(g)-B - - 15

Section 6.03 Sale of Collateral. In addition to exercising the foregoing rights, the Collateral Agent may, to the extent permitted by applicable Law, arrange for and conduct a sale of the Collateral at a public or private sale (as the Collateral Agent may elect) which sale may be conducted by an employee or representative of the Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. The Collateral Agent may release, temporarily or otherwise, to the Pledgor any item of the Collateral of which the Collateral Agent has taken possession pursuant to any right granted to the Collateral Agent by this Agreement without waiving any rights granted to the Collateral Agent under this Agreement, the Credit Agreement or the other Financing Documents or any other agreement related hereto or thereto. The Pledgor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. The Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and the like made by the Collateral Agent in connection with a sale of the Collateral. Each successor of the Pledgor under the Financing Documents shall be deemed to have agreed, by virtue of its succession thereto, that it shall be bound by the above waiver, to the same extent as if such successor gave such waiver itself The Pledgor also hereby waives, to the full extent it may lawfully do so, the benefit of all Laws providing for rights of appraisal, valuation, stay or extension or of redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the Collateral upon credit, the Pledgor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Pledgor shall be credited with the proceeds of any such sales or resales only in excess of the amounts required to pay the Obligations in full. In the event the Collateral Agent bids at any foreclosure or trustee's sale or at any private sale permitted by Law and this Agreement or any other Financing Document, the Collateral Agent may bid all or less than the amount of the Obligations. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (ii) made privately in the manner described herein to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9 610(c) of the UCC.

Section 6.04 Actions Taken by Collateral Agent. Any action or proceeding to enforce this Agreement may be taken by the Collateral Agent either in the Pledgor's name or in the Collateral Agent's name, as the Collateral Agent may deem necessary.

Section 6.05 Private Sales. The Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale made in good faith by the Collateral Agent pursuant to this Article VI conducted in a commercially reasonable manner and in accordance with the requirements of applicable Laws. The Pledgor hereby waives any claims against the Collateral Agent and the Senior Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, provided that such private sale is conducted in a commercially reasonable manner and in accordance with applicable Laws.

6.04(g)-B - - 16

Section 6.06 Compliance With Limitations and Restrictions. The Pledgor hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as the Collateral Agent may be advised by counsel is necessary in order to avoid any violation of applicable Law, or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Section 6.07 No Impairment of Remedies. If, in the exercise of any of its rights and remedies under this Agreement, the Collateral Agent forfeits any of its rights or remedies, including any right to enter a deficiency judgment against the Pledgor or any other Person, whether because of any applicable Law pertaining to "election of remedies" or otherwise, the Pledgor hereby consents to such action by the Collateral Agent and, to the extent permitted by applicable Law, waives any claim based upon such action, even if such action by the Collateral Agent would result in a full or partial loss of any rights of subrogation, indemnification or reimbursement that the Pledgor might otherwise have had but for such action by the Collateral Agent or the terms herein. Any election of remedies that results in the denial or impairment of the right of the Collateral Agent to seek a deficiency judgment against any of the parties to any of the Financing Documents shall not, to the extent permitted by applicable Law, impair the Pledgor's obligations hereunder.

ARTICLE VII

FURTHER ASSURANCES

Section 7.01 Attorney-in-Fact.

(a) The Pledgor hereby constitutes and appoints the Collateral Agent, acting for and on behalf of itself and the Senior Secured Parties and each successor or permitted assign of the Collateral Agent and the Senior Secured Parties, the true and lawful attorney-in-fact of the Pledgor, with full power and authority in the place and stead of the Pledgor and in the name of the Pledgor, the Collateral Agent or otherwise, to enforce all rights, interests and remedies of the Pledgor with respect to the Collateral or enforce all rights, interests and remedies of the Collateral Agent under this Agreement (including the rights set forth in Article VI (Remedies Upon an Event of Default)); provided, however, that the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived or cured in accordance with the Financing Documents. This power of attorney is a power coupled with an interest and shall be irrevocable; provided, however, that nothing in this Agreement shall prevent the Pledgor from, prior to the exercise by the Collateral Agent of any of the aforementioned rights, undertaking the Pledgor's operations in the ordinary course of business with respect to the Collateral, in accordance with the Financing Documents.

(b) In addition to the provisions of Section 7.01(a), if the Pledgor fails to perform any agreement or obligation contained herein to protect or preserve the Collateral, and such failure continues for ten (10) days following delivery of written notice by the Collateral Agent to the Pledgor, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable by the Pledgor and shall be secured by the Collateral.

6.04(g)-B - - 17

Section 7.02 Delivery of Collateral; Proxy. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All such certificates or instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably acceptable to the Collateral Agent. The Collateral Agent shall have the right, at any time in its discretion and without prior notice to the Pledgor or the Company, following the occurrence and during the continuation of an Event of Default, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Collateral and to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. In furtherance of the foregoing, the Pledgor shall further execute and deliver to the Collateral Agent a proxy in the form of Exhibit A and an irrevocable power in the form of Exhibit B with respect to the ownership interests of the Company owned by the Pledgor.

Section 7.03 Place of Business; Location of Records. Unless the Pledgor provides notice to the Collateral Agent in accordance with Section 5.08 (Name; Jurisdiction of Organization), the chief executive office and principal place of business of the Pledgor is, and all records of the Pledgor concerning the Collateral are and will be, located at the address set forth in Section 8.09 (Notices).

Section 7.04 Waiver of Transfer Restrictions. Notwithstanding anything to the contrary contained in the Company's Organic Documents, the Pledgor hereby waives any requirement contained in the Company's Organic Documents that it consent to a transfer of any Equity Interest in the Company in connection with a foreclosure on such Equity Interest under the Financing Documents.

Section 7.05 The Company's Consent and Covenant. The Company hereby consents to the assignment of and grant of a security interest in the Collateral to the Collateral Agent (for the benefit of the Senior Secured Parties) and to the exercise by the Collateral Agent of all rights and powers assigned or delegated to the Collateral Agent by the Pledgor hereunder, including the rights upon and during the continuation of an Event of Default to exercise the Pledgor's voting rights and other rights to manage or control the Company, all in accordance with the Financing Documents.

Section 7.06 Foreclosure. The Pledgor agrees that upon the occurrence and during the continuation of an Event of Default, the Collateral Agent may elect to non judicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against the Company or any other Person, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from the Company or any other Person for any sums paid by the Pledgor to the Collateral Agent or any Senior Secured Party.

6.04(g)-B - - 18

Section 7.07 Waiver of Rights of Subrogation. Until the Discharge Date, (a) the Pledgor shall not exercise any right of subrogation and shall not enforce any remedy that the Senior Secured Parties now have or may hereafter have against the Company, and waives the benefit of, and all rights to participate in, any security now or hereafter held by the Collateral Agent or any Senior Secured Party from the Company and (b) the Pledgor agrees not to exercise any claim, right or remedy that the Pledgor may now have or hereafter acquire against the Company that arises hereunder and/or from the performance by the Pledgor hereunder, including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of the Senior Secured Parties against the Company, or any security that the Senior Secured Parties now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common Law or otherwise. Any amount paid to the Pledgor on account of any such subrogation rights prior to the Discharge Date shall be held in trust for the benefit of the Collateral Agent and shall immediately thereafter be paid to the Collateral Agent, for the benefit of the Senior Secured Parties.

Section 7.08 Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, the proceeds of any sale of or other realization upon all or any part of the Collateral shall be applied in accordance with Section 9.04 (Application of Proceeds) of the Credit Agreement.

Section 7.09 Collateral Agent May Perform. Upon the occurrence and during the continuance of an Event of Default, if the Pledgor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be part of the Obligations.

Section 7.10 Limitation on Duty of Collateral Agent with Respect to the Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect its interest and the interests of the Senior Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent or any of its designated agents to exercise any such powers. Except for (a) the safe custody of any Collateral in its possession, (b) the accounting for monies actually received by it hereunder, (c) the exercise of reasonable care in the custody and preservation of the Collateral in its possession, and (d) any duty expressly imposed on the Collateral Agent by applicable Law with respect to any Collateral that has not been waived hereunder, the Collateral Agent shall have no duty with respect to any Collateral and no implied duties or obligations shall be read into this Agreement against the Collateral Agent. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment that is substantially equivalent to that which the Collateral Agent accords its own property, it being expressly agreed, to the maximum extent permitted by applicable Law, that the Collateral Agent shall have no responsibility for (i) taking any necessary steps to preserve rights against any parties with respect to any Collateral, or (ii) taking any action to protect against any diminution in value of the Collateral, but in each case, the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Obligations.

Section 7.11 Termination of Security Interest. Upon the Discharge Date, this Agreement and the security interest and all other rights granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent will, at the Pledgor's sole expense and upon its written direction, promptly return all certificates and other instruments previously delivered to the Collateral Agent representing the Pledged Equity Interests or any other Collateral and, execute and, subject to Section 8.11 (Reinstatement), deliver to the Pledgor such documents (including UCC-3 termination statements) as the Company or the Pledgor shall reasonably request to evidence such termination, to release all security interest on the Collateral and to return such Collateral to the Pledgor.

6.04(g)-B - - 19

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Amendments, Etc. This Agreement may not be amended, modified or supplemented, except in a writing signed by each of the parties hereto and otherwise in accordance with the provisions of Section 11.01 (Amendments, Etc.) of the Credit Agreement.

Section 8.02 Applicable Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) SUBMISSION TO JURISDICTION. EACH OF THE PLEDGOR AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY OTHER SENIOR SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AGAINST THE PLEDGOR, THE COMPANY OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE PLEDGOR AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 8.02(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

6.04(g)-B - - 20

(d) Appointment of Process Agent and Service of Process. Each of the Pledgor and the Company hereby irrevocably appoints CT Corporation System with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on behalf of itself and its property services of copies of the summons and complaint and any other process that may be served in any such action or proceeding in the State of New York. If for any reason the Process Agent shall cease to act as such for either of the Pledgor or the Company, the Pledgor or the Company, as the case may be, hereby agrees to designate a new agent in New York City on the terms and for the purposes of this Section 8.02 reasonably satisfactory to the Collateral Agent. Such service may be made by mailing or delivering a copy of such process to the Pledgor or the Company, as the case may be, in care of the Process Agent at the Process Agent's above address, and each of the Pledgor and the Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of the Pledgor and the Company also irrevocably consents to the service of any and all process in any such action or proceeding by the air mailing of copies of such process to the Pledgor or the Company, as the case may be, at its then effective notice addresses pursuant to Section 8.09 (Noticed.

(e) Immunity. To the extent that either the Pledgor or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Pledger and the Company hereby irrevocably and unconditionally waives such immunity in respect of its obligations under the Financing Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 8.02(e) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.02(f).

6.04(g)-B - - 21

Section 8.03 Counterparts., Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by the Collateral Agent and when the Collateral Agent has received counterparts hereof that bear the signatures of the each of the Pledgor and the Company. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or portable document format ("pdf') shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.04 Delay Not Waiver; Separate Causes of Action. No delay or omission to exercise any right, power or remedy accruing to the Collateral Agent upon the occurrence of any Event of Default shall impair any such right, power or remedy of the Collateral Agent, nor shall it be construed to be a waiver of any such Event of Default, or an acquiescence therein, or of or in any other breach or default thereafter occurring, nor shall any waiver of any other breach or default under this Agreement or any other Financing Document be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Collateral Agent of any breach or default under this Agreement, or any waiver on the part of the Senior Secured Parties or the Collateral Agent of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Each and every default by the Pledgor or the Company in payment hereunder shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.

Section 8.05 Entire Agreement. This Agreement, together with the other Financing Documents, is intended by the parties as a final expression of their agreement and is intended as a complete and exclusive statement of the terms and conditions thereof.

Section 8.06 Expenses. Each of the Pledgor and the Company agrees to pay on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent (including fees, expenses and disbursements of counsel) incident to its enforcement, exercise, protection or preservation of any of its rights, remedies or claims (or the rights or claims of any Senior Secured Party) under this Agreement.

Section 8.07 Headings Descriptive. Article and Section headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such article and section headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 8.08 Interest. Any amount required to be paid by the Pledgor or the Company pursuant to the terms hereof that is not paid when due shall bear interest at the Default Rate or the maximum rate permitted by Law, whichever is less, from the date due until paid in full in cash.

Section 8.09 Notices.

(a) All notices, requests, demands or other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing in the manner set out in Section 11.12 (Notices and Other Communications) of the Credit Agreement and to the addresses set forth below:

6.04(g)-B - - 22

If to the Pledgor:

[ADDRESS]

Attention:

[________]

Telephone:

[________]

Facsimile:

[________]

E-mail:

[________]

If to the Company:

[ADDRESS]

Attention:

[________]

Telephone:

[________]

Facsimile:

[________]

E-mail:

[________]

If to the Collateral Agent:

[ADDRESS]

Attention:

[________]

Telephone:

[________]

Facsimile:

[________]

E-mail:

[________]

(b) Each of the parties hereto may change its address, telecopier or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

Section 8.10 No Waiver., Cumulative Remedies. No failure by the Collateral Agent to exercise, and no delay by the Collateral Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.11 Reinstatement. This Agreement and the obligations of the Pledgor and the Company hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Agreement is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to the Pledgor, the Company or any other Person or as a result of any settlement or compromise with any Person (including the Pledgor or the Company) in respect of such payment, and the Pledgor or the Company shall pay the Collateral Agent on demand all of its reasonable costs and expenses (including reasonable fees, expenses and disbursements of counsel) incurred by the Collateral Agent in connection with such rescission or restoration.

6.04(g)-B - - 23

Section 8.12 Remedies Cumulative. No right, power or remedy herein conferred upon or reserved to the Collateral Agent hereunder is intended to be exclusive of any other right, power or remedy, and every such right, power and remedy shall, to the extent permitted by applicable Law, be cumulative and in addition to every other right, power and remedy given hereunder or under any other Financing Document now or hereafter existing at Law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Resort to any or all security now or hereafter held by the Collateral Agent or any other Senior Secured Party, may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both.

Section 8.13 Rights of Collateral Agent. The Collateral Agent shall be entitled to the rights, protections, immunities and indemnities set forth in the Credit Agreement as if specifically set forth herein. With respect to the duties, obligations and rights of the Collateral Agent, if any conflict between the terms of this Agreement and the terms of the Credit Agreement arises, the terms of the Credit Agreement shall govern and control.

Section 8.14 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.15 Successions and Assignments. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge Date and as otherwise provided in Section 8.16 (Survival of Provisions); (b) be binding upon the Company, the Pledgor, and their respective successors and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent, to the benefit of the Collateral Agent, the Senior Secured Parties and their respective successors and permitted assigns. The release of the security interest in any of the Collateral, the taking or acceptance of additional security, or the resort by the Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby, except for release of the Collateral upon the Discharge Date. The Pledgor is not entitled to assign its obligations hereunder to any other Person without the written consent of the Collateral Agent, and any purported assignment in violation of this provision shall be void.

Section 8.16 Survival of Provisions. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the Financing Documents and the making of the Loans and extensions of credit under the Credit Agreement. Notwithstanding anything in this Agreement or implied by Law to the contrary, the agreements of each of the Pledgor and the Company set forth herein shall terminate at the same time as the security interest and other rights granted hereunder shall terminate pursuant to Section 7.11 (Termination of Security Interest).

6.04(g)-B - - 24

Section 8.17 Third Party Rights. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or give to any Person, other than the Pledgor, the Collateral Agent and the Senior Secured Parties, any security, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this Agreement and the covenants and agreements herein contained are and shall be held to be for the sole and exclusive benefit of the Pledgor, the Collateral Agent and the Senior Secured Parties.

Section 8.18 Time. Time is of the essence of this Agreement.

Section 8.19 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, neither the Pledgor or the Company shall assert, and each of the Pledgor and the Company hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.

Section 8.20 Waiver of Litigation Payments. To the extent that the Pledgor or the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.02 (Applicable Law; Jurisdiction: Etc.) or elsewhere arising out of or in connection with this Agreement or any other Financing Document to which it is a party, be entitled to the benefit of any provision of Law requiring the Collateral Agent or any Senior Secured Party in such action, suit or proceeding to post security for the costs of such Pledgor or Company or to post a bond or to take similar action, each of the Pledgor and the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the Laws of New York or, as the case may be, the jurisdiction in which such court is located.

Section 8.21 [Scope of Liability]. ['Except as provided herein and in any other Transaction Document to which any Non-Recourse Party is a party, there shall be no recourse against the Pledgor or any of its Affiliates (except the Borrowers), or the stockholders or other owners, officers, directors or employees of any of them (each, a "Non-Recourse Party"), for any liability to the Lenders arising in connection with any breach or default under this Agreement, and the Lenders shall look solely to the Borrowers (but not to any Non-Recourse Party or to any distribution received by any Non-Recourse Party in compliance with the terms of the Financing Documents), the Collateral and the rents, issues, profits, proceeds and products of the Collateral, in enforcing rights and obligations under and in connection with the Financing Documents; provided that (a) the foregoing provisions of this Section 8.21 shall not constitute a waiver,

__________________

1 The provisions of this Section 8.21 (Scope of Liability) only apply to Pacific Ethanol California, Inc.

6.04(g)-B - - 25

release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, the Notes, any Security Document or any other Financing Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and the same shall continue until the Discharge Date; (b) the foregoing provisions of this Section 8.21 shall not limit or restrict the right of any Senior Secured Party to name any Borrower or any other Person (including any Non-Recourse Party) as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement, any Security Document or any other Financing Document, or otherwise, or for injunction or specific performance, so long as (subject to the last sentence of this Section 8.21) no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Party out of any property, assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral, and any other property or assets of any Borrower; (c) the foregoing provisions of this Section 8.21 (including this proviso) shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Parties or any security granted by any of the Non-Recourse Parties in support of the obligations of such Persons under any guarantee or similar undertaking or as security for the obligations of any Borrower; and (d) the foregoing provisions of this Section 8.21 shall not constitute a waiver of any of the terms, covenants, conditions, or provisions of any Project Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and shall not limit or restrict the right of any Senior Secured Party under any Project Document, to the extent provided therein or in any other Transaction Document, to name any Borrower or any other Person (including any Non-Recourse Party) party to such Project Document as a defendant in any action or suit for the exercise of remedies under or with respect to any such Project Document, or for injunction or specific performance thereunder. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 8.21 shall be deemed to (i) limit or restrict any right or remedy of the Senior Secured Parties (or any assignee or beneficiary thereof or successor thereto) with respect to (and the Pledgor and all of the Non-Recourse Parties and other Persons described above shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to) any breach, default, fraud or willful misconduct by the Pledgor, any Non-Recourse Party or any Borrower; or (ii) limit in any respect the enforceability against the Pledgor, any Non-Recourse Party or any Borrower of any Transaction Document to which such Person is a party in accordance with its terms (including, with respect to the Pledgor, this Agreement) (provided, that the liability of any Non-Recourse Party under any Project Document to which it is a party shall be subject to any limitations on liability expressly set forth in such Project Document)]

[The remainder of this page is intentionally blank. The next page is the signature page.]

6.04(g)-B - - 26

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Pledge and Security Agreement to be duly executed and delivered as of the date first above written.

	[_________________________________],
	as Pledgor


	By:_______________________________
	Name:
	Title:


	[_________________________________],
	as Company


	By:_______________________________
	Name:
	Title:


	[_________________________________],
	as Collateral Agent


	By:_______________________________
	Name:
	Title:

6.04(g)-B - - 27

EXHIBIT A

IRREVOCABLE PROXY

The undersigned hereby appoints [________], not in its individual capacity but solely as "Collateral Agent" under the Credit Agreement (the "Collateral Agent"), as Proxy with full power of substitution, and hereby authorizes the Collateral Agent to represent and vote all of the membership interests of [________], a limited liability company organized and existing under the Laws of the State of Delaware, owned by the undersigned on the date of exercise hereof during the continuance of an Event of Default under, and as defined in, the Pledge and Security Agreement, dated as of [________], 2007 among [________], [________], and the Collateral Agent at any meeting or at any other time chosen by the Collateral Agent in its sole discretion.

Date: _________________________________________ [________]

	By: _________________________________
	Name:
	Title:

6.04(g)-B - - 28

EXHIBIT B

TRANSFER DOCUMENT

FOR VALUE RECEIVED, [________] I hereby sells, assigns and transfers unto __________________ all of its ownership interests in [________], a limited liability company organized and existing under the Laws of the State of Delaware, standing in its name on the books of [________], represented by the following certificate(s): ___________, and irrevocably appoints _____________ as attorney to transfer the ownership interests with full power of substitution in the premises.

Date: _________________________________________ [________]

	By: _________________________________
	Name:
	Title:


In the presence of: ____________________

6.04(g)-B - - 29

EXHIBIT C

SCHEDULE OF SECURITY FILINGS

1.	UCC-1 financing statement naming the Pledgor as debtor and the Collateral Agent as the secured party, against the Pledged Equity Interests of the Pledgor in the Company, to be filed with the [Delaware] Secretary of State.

6.04(g)-B - - 30

SCHEDULE I

DESCRIPTION OF PLEDGED EQUITY INTERESTS

Description:

100% of the membership interests of [_____________________], represented by Certificate No. [________]

6.04(g)-B - - 31

EXHIBIT 6.04(g)-C

to Credit Agreement

[FORM OF SECURITY AGREEMENT]

ASSIGNMENT AND SECURITY AGREEMENT

between

[____________________],

as Grantor

and

[____________________],

as Collateral Agent

Dated as of [____________], 2007

6.04(g)-C - - 1

TABLE OF CONTENTS

			Page

ARTICLE I DEFINITIONS			2

	Section 1.01	Defined Terms	2
	Section 1.02	Credit Agreement and UCC Definitions	2
	Section 1.03	Rules of Interpretation	2

ARTICLE II PLEDGE AND GRANT OF SECURITY INTEREST			2

	Section 2.01	Granting Clause	2
	Section 2.02	Delivery of and Performance under Assigned Agreements	5
	Section 2.03	Continuing Liability under Assigned Agreements and Governmental Approvals	6
	Section 2.04	Defaults under Assigned Agreements; Cure Rights	6
	Section 2.05	Destruction of Collateral	6
	Section 2.06	Intellectual Property	6
	Section 2.07	Obligations Unconditional	7
	Section 2.08	Waiver	8

ARTICLE III EVENTS OF DEFAULT			9

	Section 3.01	Events of Default	9

ARTICLE IV REPRESENTATIONS AND WARRANTIES			9

	Section 4.01	Representations and Warranties	9

ARTICLE V COVENANTS OF GRANTOR			10

	Section 5.01	Defense of Collateral	10
	Section 5.02	Limitation of Liens	10
	Section 5.03	No Sale of Collateral	10
	Section 5.04	No Impairment of Security	10
	Section 5.05	Maintenance of Records	10
	Section 5.06	Name; Jurisdiction of Organization	10
	Section 5.07	Perfection	11
	Section 5.08	Notices; Information	11
	Section 5.09	Security Entitlements	11

ARTICLE VI REMEDIES UPON AN EVENT OF DEFAULT			11

	Section 6.01	Remedies Upon an Event of Default	11
	Section 6.02	Minimum Notice Period	14
	Section 6.03	Sale of Collateral	14
	Section 6.04	Actions Taken by Collateral Agent	14
	Section 6.05	Private Sales	15
	Section 6.06	Access to Land	15
	Section 6.07	Compliance With Limitations and Restrictions	15
	Section 6.08	No Impairment of Remedies	15

6.04(g)-C - - 2

ARTICLE VII FURTHER ASSURANCES			16

	Section 7.01	Attorney-in-Fact	16
	Section 7.02	Filing of Financing and Continuation Statements	16
	Section 7.03	Termination of Security Interest	16
	Section 7.04	Limitation on Duty of Collateral Agent with Respect to the Collateral	17
	Section 7.05	Rights of Collateral Agent	17
	Section 7.06	Application of Proceeds	17
	Section 7.07	Collateral Agent May Perform	17

ARTICLE VIII MISCELLANEOUS			17

	Section 8.01	Amendments; Etc	17
	Section 8.02	Applicable Law; Jurisdiction; Etc	17
	Section 8.03	Counterparts; Effectiveness	17
	Section 8.04	Delay Not Waiver; Separate Causes of Action	19
	Section 8.05	Entire Agreement	19
	Section 8.06	Expenses	20
	Section 8.07	Headings Descriptive	20
	Section 8.08	Interest	20
	Section 8.09	Notices	20
	Section 8.10	No Waiver; Cumulative Remedies	20
	Section 8.11	Reinstatement	21
	Section 8.12	Remedies Cumulative	21
	Section 8.13	Rights of Collateral Agent	21
	Section 8.14	Severability	21
	Section 8.15	Successions and Assignments	22
	Section 8.16	Survival of Provisions	22
	Section 8.17	Third Party Rights	22
	Section 8.18	Time	22
	Section 8.19	Waiver of Consequential Damages, Etc	22
	Section 8.20	Waiver of Litigation Payments	22

6.04(g)-C - - 3

SCHEDULES

Schedule 2.01 - Assigned Agreements

6.04(g)-C - - 4

ASSIGNMENT AND SECURITY AGREEMENT

THIS ASSIGNMENT AND SECURITY AGREEMENT, dated as of [_____________], 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), is entered into by and among, [_____________], a limited liability company organized and existing under the Laws of the State of Delaware, (the "Grantor"), and [_______], a [_______] banking corporation, in its capacity as collateral agent (together with its successors, designees and assigns in such capacity, the "Collateral Agent") for the Senior Secured Parties.

RECITALS

WHEREAS, the Grantor has entered into that certain Credit Agreement, dated as of [_____________], 2007 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Grantor, [_____________], a Delaware limited liability company ("[_____________]"), [_____________], a Delaware limited liability company ("[_____________]"), [_____________], a Delaware limited liability company ("[_____________]"), [_____________], a Delaware limited liability company ("[_____________]"), [_____________], a Delaware limited liability company ("[_____________]" and, together with [_____________], the Grantor, [_____________], [_____________] and [_____________], the "Borrowers"), Pacific Holding as the Borrowers' Agent, each of the Lenders from time to time party thereto, the Administrative Agent, as collateral agent for the Lenders, [_____________], as accounts bank, WESTLB AG, NEW YORK BRANCH, as lead arranger and sole lead bookrunner, MIZUHO CORPORATE BANK, LTD., as lead arranger and co-syndication agent, CIT CAPITAL SECURITIES LLC, as lead arranger and co-syndication agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA., "RABOBANK NEDERLAND", NEW YORK BRANCH, as lead arranger and co-documentation agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as lead arranger and co-documentation agent, pursuant to which, among other things, the Lenders have [made] [agreed to make] loans to, and for the benefit of, the Borrowers;

WHEREAS, certain Lenders or their affiliates may, from time to time, enter into interest rate hedging agreements with the Grantor as permitted under the Credit Agreement; and

WHEREAS, the Grantor will obtain benefits as a result of the Loans, and it is a requirement under the Credit Agreement that the Grantor execute and deliver this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises contained herein, and to induce the Lenders to enter into the Credit Agreement and to make the advances of credit to the Grantor and the other Borrowers contemplated thereby, and to induce the Interest Rate Protection Providers to enter into the Interest Rate Protection Agreements and to provide the interest rate hedges contemplated thereby, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Grantor hereby agrees with the Collateral Agent, for the benefit of the Senior Secured Parties, as follows:

6.04(g)-C - - 5

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings:

"Agreement" has the meaning given in the preamble.

"Assigned Agreement" and "Assigned Agreements" have the meaning given in Section 2.01(a).

"Collateral" has the meaning given in Section 2.01.

"Collateral Agent" has the meaning given in the preamble to this Agreement.

"Credit Agreement" has the meaning given in the recitals to this Agreement.

"Grantor" has the meaning given in the preamble to this Agreement.

"UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however, in the event that, by reason of mandatory provisions of Law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.

ARTICLE II

PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Granting Clause. To secure the timely payment in full when due (whether at stated maturity, by acceleration or otherwise) in cash and performance in full of the Obligations, the Grantor does hereby collaterally assign, grant and pledge to the Collateral Agent, for the benefit of the Collateral Agent and each other Senior Secured Party, a continuing security interest and Lien in all the Grantor's estate, right, title and interest in, to and under all assets of the Grantor, whether now owned or hereafter existing or acquired, and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise), including all the estate, right, title and interest of the Grantor in, to and under the following (collectively, the "Collateral"):

6.04(g)-C - - 6

(a) all contracts, agreements and documents (individually, an "Assigned Agreement" and collectively, the "Assigned Agreements"), including the Project Documents listed on Schedule 2.01 hereto, as amended, amended and restated, supplemented or otherwise modified from time to time, and all of the Grantor's rights thereunder, and all other agreements, including Additional Project Documents, other Project Documents, easement agreements, lease and sublease agreements, vendor warranties and guaranties, running to the Grantor or assigned to the Grantor, relating to the leasing, use, maintenance, improvement, operation or acquisition of the Projects or any part or parts thereof, or transport of material, equipment and other parts of the Projects or any part or parts thereof, and any replacement agreement for any of such agreements;

(b) to the extent permitted by Law and the terms of the Grantor's Governmental Approvals, all of the Grantor's Governmental Approvals;

(c) the insurance policies maintained by the Grantor, including any such policies insuring against loss of revenues by reason of interruption of the operation of the [_____________] Plant or the Project or any part or parts thereof and all proceeds and other amounts payable to the Grantor thereunder, and all eminent domain proceeds;

(d) all rents, profits, income, royalties and revenues derived in any other manner by the Grantor as a result of its leasing or ownership of the [_____________] Plant, the Project or any part thereof and the use or operation of the [_____________] Plant, the Project or any part thereof, including all Cash Flow;

(e) all other personal property and fixtures, wherever located and whenever acquired, whether or not of a type that may be subject to a security interest under the UCC, including all machinery, tools, engines, appliances, mechanical and electrical systems, wells, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, patents, trademarks, trade names and other intellectual property of any kind, and all good will associated with the foregoing, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by the Grantor;

(f) all goods (including inventory, equipment and any accessions thereto), money, instruments (including promissory notes), securities and all other investment property, security entitlements, financial assets, accounts (including health-care-insurance receivables), contract rights, documents, deposit accounts, chattel paper (whether tangible or electronic), letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims and supporting obligations;

6.04(g)-C - - 7

(g) all general intangibles, including, to the extent assignable, all construction, service, engineering, consulting, architectural and other similar contracts concerning the design, construction, operation, occupancy, maintenance and/or use of the [_____________] Plant or the Project, all architectural drawings, plans, specifications, soil tests, appraisals, route surveys, engineering reports and similar materials relating to all or any portion of the [_____________] Plant or the Project and all payment and performance bonds or warranties or guarantees relating to the [_____________] Plant or the Project, all rights under and in patents, patent licenses, rights in intellectual property, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade secrets, service marks, logos, other source and business identifiers, trademark registrations and applications for registration used exclusively at or relating exclusively to any part of the Grantor's business, all good will associated with the foregoing, all renewals, extensions and continuations-in-part of the items referred to above, any written agreements granting to the Grantor any right to use any trademark or trademark registration at or in connection with the Grantor's business, and the right of the Grantor to sue for past, present and future infringements of the foregoing, and the right in the name and on behalf of the Grantor to appear in and defend any action or proceeding brought with respect to any part of the Grantor's real or personal property and to commence any action or proceeding to protect the interest of the Grantor in such Collateral;

(h) all books, records, writings, design documents, computer programs, printouts and other computer materials and records, data bases, software, information and other property relating to, used or useful in connection with, the Grantor's business;

(i) each of the Project Accounts including any sub-accounts within such Project Accounts and including all Cash Equivalents at any time held in, required to be held in or credited to any of the Project Accounts, and all interest, dividends and other income derived from any such Cash Equivalents;

(j) the Accounts Property;

(k) all statements, certificates, instruments and investment property representing or evidencing any Project Account and all Cash Equivalents and other property from time to time received, receivable or otherwise distributed in respect of such Cash Equivalents and held in or credited to any Project Account;

(1) all Local Accounts in the name, or for the benefit of, the Grantor, and all interest and other income derived from any such Local Accounts;

(m) all statements, certificates, instruments and investment property representing or evidencing any such Local Account; and

(n) the proceeds (including proceeds of proceeds) of all of the foregoing collateral, whether cash or non-cash, including (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to the Collateral, (ii) all rights of the Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (iii) all claims of the Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, (iv) all rights of the Grantor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder

6.04(g)-C - - 8

and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of the Grantor under each such contract or agreement to make determinations, to exercise any election (including the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any contract or agreement to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the contracts or agreements, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action that may be reasonably necessary or advisable in connection with any of the foregoing, (vi) all rights of the Grantor to payment for Products or other goods or other property sold or leased or services performed by the Grantor, (vii) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and (viii) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral; provided, however, that "Collateral" shall not include any property that has been sold or disposed of in accordance with Section 7.02(f) (Negative Covenants - - Asset Dispositions) of the Credit Agreement, any Restricted Payments that have been made in compliance with Sections 7.02(s) (Negative Covenants - - Restricted Payments) and 8.08(c)(xv) (Revenue Account) of the Credit Agreement, or any Permitted Tax Distributions or Sponsor Support Reimbursements made in accordance with the Financing Documents.

It being understood, however, that in no event shall the security interest granted under this Section 2.01 attach to any lease, license, contract, property rights or agreement to which the Grantor is a party or any other part of the Collateral (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC); provided, that such security interest shall automatically attach upon the granting of consent to such security interest by the counterparty to any such lease, license, contract, property rights or agreement or the occurrence of any other event that would permit the granting of such security interest.

Section 2.02 Delivery of and Performance under Assigned Agreements. The Grantor shall deliver to the Collateral Agent a copy of an executed counterpart of each Additional Project Document, and any amendments and supplements to the foregoing or to any other Project Document, as they are entered into by the Grantor promptly upon the execution thereof So long as the Collateral Agent has not elected to exercise remedies under this Agreement in connection with an Event of Default that has occurred and is continuing, the Grantor may exercise all rights, interests and benefits under the Assigned Agreements in any manner consistent with the terms of the Financing Documents.

6.04(g)-C - - 9

Section 2.03 Continuing Liability under Assigned Agreements and Governmental Approvals. Except as otherwise expressly permitted under the Financing Documents, the Grantor shall remain liable under each of the Assigned Agreements to which it is a party and its Governmental Approvals, and shall perform in all material respects all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Assigned Agreements or Governmental Approvals by reason of or arising out of this Agreement or any other document related thereto (except as expressly provided for in any applicable Consent), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of the Grantor thereunder or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts that may have been assigned to it or to that it may be entitled at any time or times.

Section 2.04 Defaults under Assigned Agreements; Cure Rights. Unless prohibited by the terms of any Assigned Agreement (taking into account any Consent relating to such Assigned Agreement), if any default by the Grantor under any of the Assigned Agreements occurs and is continuing, the Collateral Agent may, at its option (but shall not be obligated to), remedy any such default, in which event it shall give written notice of its intent to do so to the Grantor and to the parties to each Assigned Agreement under which the Grantor is in default. Any curing by the Collateral Agent of any such default shall not be construed as an assumption by the Collateral Agent or any other Senior Secured Party of any obligations, covenants or agreements of the Grantor under such Assigned Agreements, and the Collateral Agent shall not incur any liability to the Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of the Grantor under the Assigned Agreements.

Section 2.05 Destruction of Collateral. No injury to, or loss or destruction of, the Collateral or any part thereof shall relieve the Grantor of any of its obligations hereunder or any of its obligations under any other Financing Documents.

Section 2.06 Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights, remedies, powers and privileges under Article VI (Remedies Upon an Event of Default) at such time or times as the Collateral Agent is lawfully entitled to exercise those rights, remedies, powers and privileges, and for no other purpose, the Grantor hereby grants to the Collateral Agent, to the extent assignable or licensable, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, assign, license or sublicense any of the Grantor's general intangibles collaterally assigned, granted and pledged to the Collateral Agent, for the benefit of the Collateral Agent and each other Senior Secured Parties, under Section 2.01(g) (Granting Clause), together with reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout of those items.

6.04(g)-C - - 10

Section 2.07 Obligations Unconditional. The obligations of the Grantor in this Agreement shall be continuing, irrevocable, primary, absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any Financing Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any guarantee of or security for any of the Obligations and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than the occurrence of the Discharge Date and other than any defense that the underlying obligation has been satisfied in accordance with the terms of the Financing Documents, it being the intent of this Section 2.07 that the obligations of the Grantor hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Grantor hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged or in any way affected (whether in full or in part) by:

(a) at any time or from time to time, without notice to the Grantor, the time for any performance of or compliance with any of the Obligations is extended, or such performance or compliance is waived;

(b) any Financing Document is amended or modified or there is a departure from, or waiver of, any of the terms of any Financing Document;

(d) any lien granted to, or in favor of, the Collateral Agent as security for any of the Obligations fails to be perfected; or

(e) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Grantor or by any defense which the Grantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. The Grantor acknowledges and agrees that the Obligations include interest on the Obligations at the applicable rate therefor under the Financing Documents which accrues after the commencement of any such proceeding (or, if interest on any portion of the Obligations ceases to accrue by operation of Law by reason of the commencement of said proceeding, such Obligations include the interest which would have accrued on such portion of the Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Obligations secured pursuant to this Agreement should be determined without regard to any rule of Law or order which may relieve the Grantor of any portion of the Obligations. The Grantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced. Notwithstanding the above, so long as any Obligation remains outstanding, the Grantor shall not, without the prior written consent of the Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any of the Borrowers.

6.04(g)-C - - 11

Section 2.08 Waiver. The enforceability and effectiveness of this Agreement and the liability of the Grantor, and the rights, remedies, powers and privileges of the Collateral Agent, under this Agreement shall not be affected, limited, reduced, discharged or terminated, and the Grantor hereby expressly waives, to the extent permitted by applicable Laws, to the fullest extent permitted by Law any defense now or in the future arising, by reason of:

(c) the cessation, for any cause whatsoever, of the liability of any Person that is a guarantor of all or any part of the Obligations (other than by the occurrence of the Discharge Date);

(d) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other Collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of either the other Borrowers, or the Grantor or may preclude the other Borrowers or the Grantor from obtaining reimbursement, contribution, indemnification or other recovery from the other Borrowers or any other Person and even though the other Borrowers or the Grantor may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;

(e) any act or omission of the Collateral Agent or any other Person that directly or indirectly results in or aids the discharge or release of the Grantor or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of Law or otherwise (other than the occurrence of the Discharge Date);

(f) any Law which provides that the obligation of a surety or the Grantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or the Grantor's obligation in proportion to the principal obligation;

6.04(g)-C - - 12

(h) any action taken by the Collateral Agent that is authorized by this Section 2.08 or otherwise in this Agreement or by any other provision of any Financing Document or any omission to take any such action.

ARTICLE III

EVENTS OF DEFAULT

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties. The Grantor hereby makes each and every representation and warranty made by it in Article V (Representations and Warranties) of the Credit Agreement to the same extent as if each such representation and warranty had been set forth in full herein, and each such representation and warranty is hereby incorporated fully by reference in this Agreement. The Grantor also hereby represents and warrants as of the date hereof and as of each Funding Date, as of the date of each Funding Notice, as of the date of each Issuance Request, and as of the Conversion Date, as follows:

(a) this Agreement constitutes the legal, valid and binding obligations of the Grantor enforceable in accordance with its respective terms, except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law);

(b) the exercise by the Collateral Agent of any of its rights and remedies with respect to the Collateral in accordance with the terms of this Agreement will not contravene any Contractual Obligation binding on or affecting the Grantor or any of the properties of the Grantor and will not result in or require the creation of any Lien (other than Permitted Liens) upon or with respect to any of the Collateral other than as pursuant to this Agreement;

(c) its name is [_____________], as indicated in the public records of the State of Delaware, and it has not had any other names within the past five (5) years [other than [_____________]];

(d) its federal employee identification number is [_____________] and its organizational number is [_____________];

(e) its chief executive office and the place where the Grantor's records concerning the Collateral are kept is: [_____________];

6.04(g)-C - - 13

(f) the Grantor is, and after giving effect to the transactions contemplated hereby will be, Solvent; and

(g) it is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor.

ARTICLE V

COVENANTS OF GRANTOR

The Grantor covenants to and in favor of the Collateral Agent and the other Senior Secured Parties as follows:

Section 5.01 Defense of Collateral. The Grantor shall, until the Discharge Date, defend its title to the Collateral and the interest of the Collateral Agent (for the benefit of itself and the other Senior Secured Parties) in the Collateral pledged hereunder against the claims and demands of all other Persons, provided that nothing in this Section 5.01 shall limit the Grantor's right to dispose of the Collateral in accordance with the Financing Documents.

Section 5.02 Limitation of Liens. The Grantor shall not create, incur, assume or suffer to exist any Liens (including authorizing the filing of any financing statements under the UCC or any like statement relating to the Collateral) on or with respect to all or any part of the Collateral (other than Permitted Liens). The Grantor shall at its own cost and expense promptly take such action as may be necessary to discharge any such Liens (other than Permitted Liens).

Section 5.03 No Sale of Collateral. Except as permitted by the terms of the Financing Documents, the Grantor shall not cause, suffer or permit the sale, assignment, conveyance, pledge or other transfer of all or any portion of the Collateral.

Section 5.04 No Impairment of Security. The Grantor shall not take any action that, or fail to take any action if such failure would, impair in any manner the enforceability of the Collateral Agent's security interest in and Lien on any Collateral.

Section 5.05 Maintenance of Records. The Grantor shall, at all times, keep accurate and complete records of the Collateral. The Grantor shall permit officers and designated representatives of the Collateral Agent to examine the Grantor's books and records pertaining to the Collateral, and make copies thereof or abstracts therefrom, all at the expense of the Grantor and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Grantor; provided, that if a Default or an Event of Default has occurred and is continuing, the Collateral Agent (or any of its officers or designated representatives) may do any of the foregoing at any time during normal business hours and without advance notice to the Grantor. Upon the occurrence and during the continuation of any Event of Default, at the Collateral Agent's request, the Grantor shall promptly deliver to the Collateral Agent copies of any and all of the records mentioned above.

Section 5.06 Name; Jurisdiction of Organization. The Grantor shall not change its name, its jurisdiction of organization, the location of its principal place of business or its organization identification number without written notice to the Collateral Agent at least thirty (30) days prior to such change. In the event of such change, the Grantor shall (at its expense) execute and deliver such instruments and documents as may be required by the Collateral Agent or applicable Law to maintain a first priority perfected security interest in the Collateral.

6.04(g)-C - - 14

Section 5.07 Perfection. Whether with respect to the Collateral as of the date of this Agreement or any Collateral in which the Grantor acquires rights in the future, from time to time and at the expense of the Grantor, the Grantor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary (including under applicable Law and, in any event, under Section 9-106 of the UCC), or that the Collateral Agent may reasonably request, in order to create, perfect, establish and preserve the validity, perfection and priority of the liens granted by this Agreement in any and all of the Collateral, protect the assignment and security interest granted or intended to be granted hereby, or to enable the Collateral Agent to exercise and enforce its rights, powers, privileges and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor shall: (a) if any Collateral is evidenced by a promissory note or other instrument, deliver and pledge to the Collateral Agent such note or instrument duly endorsed (without recourse) and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; and (b) authorize, execute and file such UCC financing statements or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request or as required by applicable Law, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. If the Grantor at any time acquires a commercial tort claim, as defined in the UCC, with a fair market value in excess of five hundred thousand Dollars ($500,000), the Grantor shall promptly notify the Collateral Agent and Administrative Agent, in a writing signed by an Authorized Officer of the Grantor, of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

Section 5.08 Notices; Information. The Grantor shall, promptly upon request and at its own expense, provide to the Collateral Agent all information and evidence the Collateral Agent may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

Section 5.09 Security Entitlements. If any Collateral consists of security entitlements, the Grantor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Grantor.

ARTICLE VI

REMEDIES UPON AN EVENT OF DEFAULT

6.04(g)-C - - 15

(a) proceed to protect and enforce the rights vested in it by this Agreement and under the UCC;

(b) cause all revenues hereby pledged as security and all other moneys and other property pledged hereunder to be paid and/or delivered directly to it, and demand, sue for, collect and receive any such moneys and property;

(c) cause any action at Law in equity or other proceeding to be instituted and prosecuted to collect or enforce any of the Obligations, or exercise any rights hereunder or included in the Collateral, or for specific enforcement of any covenant or agreement contained herein or in any of the Assigned Agreements, or in aid of the exercise of any power herein or therein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding, or to enforce any other legal or equitable right vested in it by this Agreement or by Law;

(d) foreclose or enforce any other agreement or other instrument by or under or pursuant to which the Obligations are issued or secured;

(e) incur expenses, including attorneys' fees, consultants' fees, and other costs in connection with the exercise of any right or power under this Agreement;

(f) perform any obligation of the Grantor hereunder or under any other Financing Document or Assigned Agreement, submit renewal notices or exercise any purchase options, and make payments, purchase, contest or compromise any encumbrance, charge, or lien, and pay taxes and expenses and insure, process and preserve the Collateral without, however, any obligation to do so;

(g) take possession of the Collateral (and of any and all books of account and records of the Grantor relating to any of the Collateral) and render it usable and repair and renovate the same without, however, any obligation to do so, and enter upon, or authorize its designated agent to enter upon, any location where the same may be located for that purpose (including the right of the Collateral Agent to exclude the Grantor and all Persons claiming access through the Grantor from any access to the Collateral or to any part thereof) and the Collateral Agent and its representatives are hereby granted an irrevocable license to enter upon such premises for such purpose, control, manage, operate, rent and lease the Collateral, either separately or in conjunction with the [_____________] Plant, collect all rents and income from the Collateral and apply the same to reimburse the Senior Secured Parties for any reasonable cost or expenses incurred hereunder or under any of the Financing Documents and to the payment or performance of the Grantor's obligations hereunder or under any of the Financing Documents, and apply the balance to the Obligations as provided for in the Credit Agreement and any remaining excess balance to whomsoever is legally entitled thereto;

(h) make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and extend the time of payment, arrange for payment installments, or otherwise modify the terms of, any Collateral;

(i) secure the appointment of a receiver of the Collateral or any part thereof, whether incidental to a proposed sale of the Collateral or otherwise, and all disbursements made by such receiver and the expenses of such receivership shall be added to and be made a part of the Obligations and, whether or not the principal sum of the Obligations, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Agreement and shall be due and payable upon demand therefor and thereafter shall bear interest at the Default Rate or the maximum rate permitted by applicable Law, whichever is less;

6.04(g)-C - - 16

(j) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral or any part thereof;

(k) transfer the Collateral, or any part thereof, to the name of the Collateral Agent or to the name of any nominee of the Collateral Agent;

(1) take possession of and endorse in the name of the Grantor or in the name of the Collateral Agent, for the account of the Grantor, any bills of exchange, checks, drafts, money orders, notes or any other chattel paper, documents or instruments constituting all or any part of the Collateral or received as interest, rent or other payment on or on account of the Collateral or any part thereof or on account of its sale or lease;

(m) appoint another (who may be an employee, officer or other representative of the Collateral Agent) to do any of the foregoing, or take any other action permitted hereunder, on behalf of the Collateral Agent;

(n) execute (in the name, place and stead of the Grantor) endorsements, assignments and other instruments of conveyance or transfer with respect to all or any of the Collateral;

(o) require the Grantor to assemble the Collateral or any part thereof and to make the same (to the extent the same is reasonably moveable) available to the Collateral Agent at a place to be designated by the Collateral Agent which is reasonably convenient to the Collateral Agent;

(p) make formal application for the transfer of all or any of the Grantor's Governmental Approvals to the Collateral Agent or to any assignee of the Collateral Agent or to any purchaser of any of the Collateral to the extent the same are assignable in accordance with their terms and applicable Laws; and/or

(q) take any other lawful action that the Collateral Agent deems necessary or desirable to protect or realize upon its security interest in the Collateral or any part thereof, or exercise any other or additional rights or remedies granted to the Collateral Agent under any other provision of this Agreement or any other Financing Document, or exercisable by a secured party under the UCC or under any other applicable Law and without limiting the generality of the foregoing and without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable in accordance with the UCC.

6.04(g)-C - - 17

Section 6.02 Minimum Notice Period. If, pursuant to applicable Law requirements, prior notice of any action described in Section 6.01 (Remedies Upon an Event of Default), including the sale of the Collateral pursuant to Section 6.03 (Sale of Collateral), is required to be given to the Grantor, the Grantor hereby acknowledges and agrees that the minimum time required by such applicable Law, or, if no minimum time is specified, ten (10) days shall be deemed a reasonable notice period under such applicable Law.

Section 6.03 Sale of Collateral. In addition to exercising the foregoing rights, the Collateral Agent may, to the extent permitted by applicable Law, arrange for and conduct a sale of the Collateral at a public or private sale (as the Collateral Agent may elect) which sale may be conducted by an employee or representative of the Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. The Collateral Agent may release, temporarily or otherwise, to the Grantor any item of the Collateral of which the Collateral Agent has taken possession pursuant to any right granted to the Collateral Agent by this Agreement without waiving any rights granted to the Collateral Agent under this Agreement, the Credit Agreement, the other Financing Documents or any other agreement related hereto or thereto. The Grantor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. The Grantor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and the like made by the Collateral Agent in connection with a sale of the Collateral. Each successor of the Grantor under the Financing Documents shall be deemed to have agreed, by virtue of its succession thereto, that it shall be bound by the above waiver, to the same extent as if such successor gave such waiver itself. The Grantor also hereby waives, to the full extent it may lawfully do so, the benefit of all Laws providing for rights of appraisal, valuation, stay, or extension or of redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with the proceeds of any such sales or resales only in excess of the amounts required to pay the Obligations in full. In the event the Collateral Agent bids at any foreclosure or trustee's sale or at any private sale permitted by Law and this Agreement or any other Financing Document, the Collateral Agent may bid all or less than the amount of the Obligations. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (ii) made privately in the manner described herein to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610(c) of the UCC.

Section 6.04 Actions Taken by Collateral Agent. Any action or proceeding to enforce this Agreement or any Assigned Agreement may be taken by the Collateral Agent either in the Grantor's name or in the Collateral Agent's name, as the Collateral Agent may deem necessary.

6.04(g)-C - - 18

Section 6.05 Private Sales. The Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale made in good faith by the Collateral Agent pursuant to this Article VI conducted in a commercially reasonable manner and in accordance with the requirements of applicable Laws. The Grantor hereby waives any claims against the Collateral Agent and the Senior Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, provided that such private sale is conducted in a commercially reasonable manner and in accordance with applicable Laws.

Section 6.06 Access to Land. In exercising its right to take possession of the Collateral upon the occurrence and during the continuation of an Event of Default, the Collateral Agent, personally or by its agents or attorneys, and subject to the rights of any tenant under any lease or sublease of the Collateral, to the fullest extent permitted by Law, may enter upon any land owned or leased by the Grantor without being guilty of trespass or any wrongdoing, and without liability to the Grantor for damages thereby occasioned.

Section 6.07 Compliance With Limitations and Restrictions. The Grantor hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as the Collateral Agent may be advised by counsel is necessary in order to avoid any violation of applicable Laws, or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and the Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Section 6.08 No Impairment of Remedies. If, in the exercise of any of its rights and remedies hereunder, the Collateral Agent forfeits any of its rights or remedies, including any right to enter a deficiency judgment against the Grantor or any other Person, whether because of any applicable Law pertaining to "election of remedies" or otherwise, the Grantor hereby consents to such action by the Collateral Agent and, to the extent permitted by applicable Law, waives any claim based upon such action, even if such action by the Collateral Agent would result in a full or partial loss of any rights of subrogation, indemnification or reimbursement that the Grantor might otherwise have had but for such action by the Collateral Agent or the terms herein. Any election of remedies that results in the denial or impairment of the right of the Collateral Agent to seek a deficiency judgment against any of the parties to any of the Financing Documents shall not, to the extent permitted by applicable Law, impair the Grantor's obligations hereunder.

6.04(g)-C - - 19

ARTICLE VII

FURTHER ASSURANCES

Section 7.01 Attorney-in-Fact. (a) The Grantor hereby constitutes and appoints the Collateral Agent, acting for and on behalf of itself and the Senior Secured Parties and each successor or permitted assign of the Collateral Agent and the Senior Secured Parties, the true and lawful attorney-in-fact of the Grantor, with full power and authority in the place and stead of the Grantor and in the name of the Grantor, the Collateral Agent or otherwise to enforce all rights, interests and remedies of the Grantor with respect to the Collateral or enforce all rights, interests and remedies of the Collateral Agent under this Agreement (including the rights set forth in Article VI (Remedies Upon an Event of Default); provided, however, that the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived or cured in accordance with the Financing Documents. This power of attorney is a power coupled with an interest and shall be irrevocable; provided, however, that nothing in this Agreement shall prevent the Grantor from, prior to the exercise by the Collateral Agent of any of the aforementioned rights, undertaking the Grantor's operations in the ordinary course of business with respect to the Collateral, in accordance with the Collateral and the Financing Documents.

(b) In addition to the provisions of Section 7.01(a), if the Grantor fails to perform any agreement or obligation contained herein to protect or preserve the Collateral, and such failure continues for ten (10) days following delivery of written notice by the Collateral Agent to the Grantor, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable by the Grantor and shall be secured by the Collateral.

Section 7.02 Filing of Financing and Continuation Statements. The Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Collateral Agent or any Senior Secured Party may determine, in its sole discretion, are necessary or advisable to perfect, or preserve the validity, perfection or priority of, the security interest granted to the Collateral Agent, for the benefit of the Senior Secured Parties, herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of the Collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including describing such property as "all assets" or "all personal property", whether now owned or hereafter acquired.

Section 7.03 Termination of Security Interest. Upon the Discharge Date, this Agreement and the security interest and all other rights granted hereby shall terminate on the Discharge Date and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent shall, at the Grantor's expense and upon its written direction, promptly return all instruments previously delivered to the Collateral Agent representing any Collateral and execute and, subject to Section 8.11 (Reinstatement), deliver to the Grantor such documents (including UCC-3 termination statements) as the Grantor shall reasonably request to evidence such termination, to release all security interest on the Collateral and to return such Collateral to the Grantor.

6.04(g)-C - - 20

Section 7.04 Limitation on Duty of Collateral Agent with Respect to the Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect its interest and the interests of the Senior Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent or any of its designated agents to exercise any such powers. Except for (a) the safe custody of any Collateral in its possession, (b) the accounting for monies actually received by it hereunder, (c) the exercise of reasonable care in the custody and preservation of the Collateral in its possession, and (d) any duty expressly imposed on the Collateral Agent by applicable Law with respect to any Collateral that has not been waived by the Grantor hereunder, the Collateral Agent shall have no duty with respect to any Collateral and no implied duties or obligations shall be read into this Agreement against the Collateral Agent. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment that is substantially equivalent to that which the Collateral Agent accords its own property, it being expressly agreed, to the maximum extent permitted by applicable Law, that the Collateral Agent shall have no responsibility for (i) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (ii) taking any action to protect against any diminution in value of the Collateral, but, in each case, the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Obligations.

Section 7.05 Rights of Collateral Agent. The Collateral Agent shall be entitled to the rights, protections, immunities and indemnities set forth in the Credit Agreement as if specifically set forth herein.

Section 7.06 Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with Section 9.04 (Application of Proceeds) of the Credit Agreement. The Grantor shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a party.

Section 7.07 Collateral Agent May Perform. Upon the occurrence and during the continuance of an Event of Default, if the Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be part of the Obligations.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Amendments; Etc. This Agreement may not be amended, modified or supplemented, except in a writing signed by each of the parties hereto and otherwise in accordance with the provisions of Section 11.01 (Amendments, Etc.) of the Credit Agreement.

Section 8.02 Applicable Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.04(g)-C - - 21

(b) SUBMISSION TO JURISDICTION. THE GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY OTHER SENIOR SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AGAINST THE GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 8.02(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) Appointment of Process Agent and Service of Process. Appointment of Process Agent and Service of Process. The Grantor hereby irrevocably appoints CT Corporation System with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on behalf of itself and its property services of copies of the summons and complaint and any other process that may be served in any such action or proceeding in the State of New York. If for any reason the Process Agent shall cease to act as such for the Grantor, the Grantor hereby agrees to designate a new agent in New York City on the terms and for the purposes of this Section 8.02 reasonably satisfactory to the Collateral Agent. Such service may be made by mailing or delivering a copy of such process to the Grantor, in care of the Process Agent at the Process Agent's above address, and the Grantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Grantor also irrevocably consents to the service of any and all process in any such action or proceeding by the air mailing of copies of such process to the Grantor, at its then effective notice addresses pursuant to Section 8.09 (Notices).

6.04(g)-C - - 22

(e) Immunity. To the extent that the Grantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Grantor hereby irrevocably and unconditionally waives such immunity in respect of its obligations under the Financing Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 8.02(e) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Section 8.03 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by the Collateral Agent and when the Collateral Agent has received counterparts hereof that bear the signature of the Grantor. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or portable document format ("pdf') shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.04 Delay Not Waiver; Separate Causes of Action. No delay or omission to exercise any right, power or remedy accruing to the Collateral Agent upon the occurrence of any Event of Default shall impair any such right, power or remedy of the Collateral Agent, nor shall it be construed to be a waiver of any such Event of Default, or an acquiescence therein, or of or in any other breach or default thereafter occurring, nor shall any waiver of any other breach or default under this Agreement or any other Financing Document be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Collateral Agent of any breach or default under this Agreement, or any waiver on the part of the Senior Secured Parties or the Collateral Agent of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Each and every default by the Grantor in payment hereunder shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.

6.04(g)-C - - 23

Section 8.06 Expenses. The Grantor agrees to pay on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent (including fees, expenses and disbursements of counsel) incident to its enforcement, exercise, protection or preservation of any of its rights, remedies or claims (or the rights or claims of any Senior Secured Party) under this Agreement.

Section 8.08 Interest. Any amount required to be paid by the Grantor pursuant to the terms hereof that is not paid when due shall bear interest at the Default Rate or the maximum rate permitted by Law, whichever is less, from the date due until paid in full in cash.

Section 8.09 Notices. (a) All notices, requests, demands or other communications provided for herein (including, without limitation, any modifications of or waivers or consents under, this Agreement) shall be given or made in writing in the manner set out in Section 11.12 (Notices and Other Communications) of the Credit Agreement and to the addresses set forth below:

If to the Grantor:

[ADDRESS]

	Attention:	[_____________]
	Telephone:	[_____________]
	Facsimile:	[_____________]
	E-mail:	[_____________]

If to the Collateral Agent: [ADDRESS]

	Attention:	[_____________]
	Telephone:	[_____________]
	Facsimile:	[_____________]
	E-mail:	[_____________]

6.04(g)-C - - 24

(b) Each of the parties hereto may change its address, telecopier or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

Section 8.10 No Waiver; Cumulative Remedies. No failure by the Collateral Agent to exercise, and no delay by the Collateral Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.11 Reinstatement. This Agreement and the obligations of the Grantor hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Agreement is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to the Grantor or any other Person or as a result of any settlement or compromise with any Person (including the Grantor) in respect of such payment, and the Grantor shall pay the Collateral Agent on demand all of its reasonable costs and expenses (including reasonable fees, expenses and disbursements of counsel) incurred by the Collateral Agent in connection with such rescission or restoration.

6.04(g)-C - - 25

Section 8.15 Successions and Assignments. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge Date and as otherwise provided in Section 8.16 (Survival of Provisions); (b) be binding upon the Grantor and its successors and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent, to the benefit of the Collateral Agent, the Senior Secured Parties and their respective successors and permitted assigns. The release of the security interest in any of the Collateral, the taking or acceptance of additional security, or the resort by the Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby, except for release of Collateral upon the Discharge Date. The Grantor is not entitled to assign its obligations hereunder to any other Person without the written consent of the Collateral Agent, and any purported assignment in violation of this provision shall be void.

Section 8.16 Survival of Provisions. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the Financing Documents and the making of the Loans and extensions of credit under the Credit Agreement. Notwithstanding anything in this Agreement or implied by Law to the contrary, the agreements of the Grantor set forth herein shall terminate at the same time as the security interest and other rights granted hereunder shall terminate pursuant to Section 7.03 (Termination of Security Interest).

Section 8.17 Third Party Rights. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or give to any Person, other than the Grantor, the Collateral Agent and the Senior Secured Parties, and each of their successors and permitted assigns under this Agreement or any other Financing Document, any security, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this Agreement and the covenants and agreements herein contained are and shall be held to be for the sole and exclusive benefit of the Grantor, the Collateral Agent and the Senior Secured Parties, and each of their successors and permitted assigns under this Agreement or any other Financing Document.

Section 8.18 Time. Time is of the essence of this Agreement.

Section 8.19 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Grantor shall not assert, and the Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.

Section 8.20 Waiver of Litigation Payments. To the extent that the Grantor may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.02 (Applicable Law; Jurisdiction; Etc.) or elsewhere arising out of or in connection with this Agreement or any other Financing Document to which it is a party, be entitled to the benefit of any provision of Law requiring the Collateral Agent or any Senior Secured Party in such action, suit or proceeding to post security for the costs of such Grantor or to post a bond or to take similar action, the Grantor hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the Laws of New York or, as the case may be, the jurisdiction in which such court is located.

[The remainder of this page is intentionally blank. The next page is the signature page.]

6.04(g)-C - - 26

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Assignment and Security Agreement to be duly executed and delivered as of the date first above written.

	[____________________________________], as Grantor


	By:	______________________________
		Name:
		Title:




	[____________________________________], as Collateral Agent


	By:	______________________________
		Name:
		Title:

6.04(g)-C - - 27

Schedule 2.01

to the Assignment and Security Agreement

ASSIGNED AGREEMENTS

[To be provided]

6.04(g)-C - - 28

EXHIBIT 6.05(c)

to Credit Agreement

[FORM OF]

INDEPENDENT ENGINEER'S CERTIFICATE

[Letterhead of Independent Engineer]

[DATE]

WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

NY, New York 10036

Attention: Yolette Salnave / Andrea Bailey

Facsimile: 212-302-7946

Email: ny_agency services@westlb.com

Re:

[PACIFIC ETHANOL STOCKTON, LLC] [PACIFIC ETHANOL IMPERIAL, LLC]

[PACIFIC ETHANOL MAGIC VALLEY, LLC]

Ladies and Gentlemen:

The undersigned, a duly authorized representative of [__________] (the "Independent Engineer"), hereby provides this letter to you in accordance with Section 6.05(c) of that certain Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February __, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

6.05(c) – 1

The Independent Engineer acknowledges that pursuant to the Credit Agreement, the Lenders will be providing financing to the Borrowers for the construction of the Project and in so doing will be relying on this certificate and the Independent Engineer's report dated [________]. [This Independent Engineer's Certificate is being delivered as a condition to the initial Funding for the [Stockton] [Brawley] [Burley] Plant and the Independent Engineer's report attached hereto as Exhibit A represents the Independent Engineer's professional opinion based on the documentation provided by the Borrowers. The Independent Engineer certifies that (i) the copy of the Independent Engineer's report attached hereto as Exhibit A is true, correct and complete, (ii) such report represents the Independent Engineer's professional opinion as of the date thereof and (iii) since the date of such report, nothing has come to our attention that would cause us to change such report.]1

The Independent Engineer certifies that it has reviewed the Funding Notice dated [_______, 200[_]] (the "Current Funding Notice") and the reports and documents attached thereto and other material relating to the Project as it believes are necessary to establish the accuracy of this certificate. The Independent Engineer's review and observations were performed within the scope of our professional service agreement with the Administrative Agent and in accordance with generally accepted technical consulting practice, including such investigations, observations and review as we in our professional capacity deemed necessary under the circumstances. Based on the foregoing review and review procedures and on the understanding and assumption that we have been provided true, correct, and complete information from the Borrowers (including all information provided by contractors or subcontractors and attached to the Current Funding Notice) as to the matters covered by the Current Funding Notice, as of the date of the Current Funding Notice, we are providing the certifications and opinions herein.

The Independent Engineer further certifies that:

(i) the Independent Engineer believes that the Commercial Operation Date for the [Stockton] [Brawley] [Burley] Plant will occur on or prior to the Conversion Date Certain;

(ii) it is the opinion of the Independent Engineer that sufficient funds remain available to the Borrowers, including under this Agreement and under the Sponsor Support Agreement, to complete such Plant in accordance with the applicable Construction Schedule and the Transaction Documents', except as set forth in Exhibit B hereto];

(iii) it is the opinion of the Independent Engineer, based on our best knowledge, that the statements contained in the Current Funding Notice are true and correct[, except as set forth on Exhibit B hereto];

_______________________________________

1 Note: to be included only for the initial Funding Notice with respect to each Greenfield Plant.

6.05(c) – 2

[(iv) [it is the opinion of the Independent Engineer that as of the date hereof, no changes are required to the Construction Budget for the [Stockton] [Brawley] [Burley] Plant delivered pursuant to Section 6.01(q) (Conditions to Closing —Budgets and Schedules) of the Credit Agreement;] [it is the opinion of the Independent Engineer that the increase in costs between the Construction Budget delivered pursuant to such Section 6.01(q) of the Credit Agreement and the updated Construction Budget delivered pursuant to such Section 6.04(h) of the Credit Agreement is equal to [___________] Dollars ($[_________]) and, to the best of the Independent Engineer's knowledge, such amount has been deposited into the Construction Account for such Plant or has previously been applied to pay Project Costs for such Plant (in each case, from sources other than the Loans, Cash Flow or the Sponsor Support Agreement);]] [Note: Select one.]

[(v) the Independent Engineer has received a copy of (a) each Work Schedule provided for in any Construction Contract for the [Stockton] [Brawley] [Burley] Plant and (b) each Schedule of Values provided for in any such Construction Contract, each of which is in form and substance reasonably satisfactory to the Independent Engineer;]1 [Note: if applicable] and

(vi) in addition, the Independent Engineer further certifies that, except as set forth in Exhibit B hereto, it has no knowledge of any event of force majeure under any Project Document nor of any Funding Default or Event of Default that has occurred and is continuing.

[The remainder of this page is intentionally blank. The next page is the signature page.]

6.05(c) – 3

IN WITNESS WHEREOF, the undersigned has caused this Independent Engineer's Certificate to be duly executed by an authorized offer as of the date first above written.

	[___________],


	By: _____________________________________
	Name:
	Title:

6.05(c) – 4

EXHIBIT A

to Independent Engineer's Certificate

INDEPENDENT ENGINEER'S REPORT

[Note: to be included only with respect to the initial Funding for each Greenfield Plant.]

6.05(c) - Exhibit A

EXHIBIT B

to Independent Engineer's Certificate

[EXCEPTIONS]

6.05(c) - Exhibit B

EXHIBIT 7.01(y)

to Credit Agreement

[FORM OF]

FINAL COMPLETION CERTIFICATE

To:	WESTLB AG, NEW YORK BRANCH, as Administrative Agent under the Credit Agreement referred to below

Date: [_________]

Re:	[Madera] [Boardman] [ Stockton] [Brawley] [Burley] Plant

Reference is hereby made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February __, 2007 by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A. as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

7.01(y) – 1

This Final Completion Certificate is the Final Completion Certificate for the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Plant, and is delivered to the Administrative Agent pursuant to Section 7.01(y) of the Credit Agreement.

The undersigned, on behalf of the Borrowers' Agent, hereby represents and certifies as follows:

1. the individual executing this Final Completion Certificate on behalf of the Borrowers' Agent is an Authorized Officer of the Borrowers' Agent;

2. the Commercial Operation Date for such Plant occurred on [insert date];

3. the final air emissions test for such Plant has been satisfactorily completed;

4. the insurance required pursuant to Schedule 7.01(h) with respect to such Plant, and required of the Borrowers under any Project Document relating to such Plant, is in place, as confirmed by the Insurance Consultant; and

5. all construction costs for such Plant have been fully paid (other than amounts that are subject to a Contest).

The undersigned, on behalf of the Independent Engineer, hereby represents and certifies as follows:

1. the individual executing this Final Completion Certificate on behalf of the Independent Engineer is an authorized representative of the Independent Engineer;

2. the Independent Engineer has previously executed the Commercial Operation Date Certificate for such Plant, which certificate was dated as of [insert date];

3. based on information provided by the Borrowers and third-party air emissions test results reviewed by the Independent Engineer, it is the opinion of the Independent Engineer that the final air emissions test for such Plant has been completed in a manner satisfactory to the Independent Engineer; and

4. based on documentation requested by the Independent Engineer and received from the Borrowers, all construction costs for such Plant payable to the Construction Contractors, and all other material construction work with respect to which the Independent Engineer has requested evidence of payment, have been fully paid other than amounts that (based on documentation received from the Borrowers) are subject to a Contest.

7.01(y) – 2

Each undersigned person is executing this Final Completion Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrowers' Agent or as an authorized representative of the Independent Engineer, as applicable.

[The remainder of this page is intentionally blank. The next page is the signature page.]

7.01(y) – 3

IN WITNESS WHEREOF, the undersigned have caused this Final Completion Certificate to be duly executed as of the date first above written.

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: __________________________________

Name:

Title:

[_________________]

as Independent Engineer

By: __________________________________

Name:

Title:

7.01(y) – 4

Exhibit 7.02(i)

to the Credit Agreement

SPECIAL DEPOSIT ACCOUNT CONTROL AGREEMENT

(Security Interest in Deposit Account-Contingency)

To:	[Insert Name and Address of Local Bank]

Re:	Borrower:[______________]

Secured Party: WestLB AG, New York Branch, as Collateral Agent for the Senior Secured Parties

Account Numbers: [Insert Account Numbers]

Dear [__________]:

1. Security Interest in Special Deposit Account. This shall serve as notice to [_________] ("Bank") that the Borrowers named above (jointly and severally, the "Borrower") has assigned and granted to the Secured Party named above ("Secured Party") a security interest in certain assets of Borrower, including among other things, all checks, drafts, and other instruments deposited in the accounts (collectively and individually, the "Special Deposit Account") designated above maintained by Borrower with Bank, and any and all future deposits thereto, and any and all proceeds thereof, including any interest earned thereon.

2. Bank Acknowledgment. Bank acknowledges that Bank has received notice of Secured Party's security interest in the Special Deposit Account. For so long as this Agreement remains in effect, Bank subordinates its rights of chargeback, setoff and/or banker's lien against the Special Deposit Account, provided, however, that nothing herein constitutes a subordination or waiver of, and Bank expressly reserves all of, its present and future rights (whether described as rights of setoff, banker's lien, chargeback or otherwise and whether available to Bank at law, in equity, under the Commercial Code, under any other agreement between Bank and Borrower concerning the Special Deposit Account or otherwise) with respect to (a) Items (as defined in section 6 of this Agreement) deposited to the Special Deposit Account that are returned unpaid, whether for insufficient funds or for any other reason; (b) claims of breach of any of the warranties set forth in Sections 3416, 3417, 4207, 4208 or 4209 of the California Commercial Code; (c) overdrafts in the Special Deposit Account; (d) Bank's usual and customary charges for services rendered in connection with the Special Deposit Account; and (e) obligations and liabilities arising out of any cash management or deposit services provided by Bank or third party vendors in connection with the Special Deposit Account including, but not limited to, Automated Clearing House transactions ("ACH"), payroll services, and controlled disbursement services. Secured Party acknowledges and agrees that its security interest in the Special Deposit Account is subordinate to the rights reserved by Bank in this paragraph.

7.02(i) – 1

3. Returned Items and Fees. Bank will charge the Special Deposit Account for Items deposited to the Special Deposit Account that are returned unpaid or returned for any reason and for Bank's fees and charges relating to the Special Deposit Account. Bank reserves the right to place a hold on funds deposited to the Special Deposit Account to the extent permitted by Federal Reserve Regulation CC. Following Bank's receipt of a written Notice of Control (as defined in Section 4 of this Agreement), Secured Party agrees to reimburse Bank upon demand for Bank's fees, charges, and returned Items if there are insufficient funds in the Special Deposit Account to cover such fees, charges, and returned Items.

4. Control of Special Deposit Account by Secured Party. Bank, Secured Party and Borrower agree that Bank will comply with written instructions ("Orders") originated by Secured Party for the disposition of funds in the Special Deposit Account without further consent from Borrower and without regard to any inconsistent or conflicting Orders given by Borrower to Bank. Notwithstanding the foregoing, unless and until Secured Party delivers to the Banking Office Orders directing Bank not to act on Borrower's Orders ("Notice of Control"), and until such time as the Secured Party revokes in writing such Notice of Control (which the Secured Party shall promptly do once the applicable Event of Default ceases to exist under the Credit Agreement, dated as of February , 2007 (the "Credit Agreement"), among the Borrowers, the Secured Party and the other parties thereto)), Bank may continue to comply with Orders originated by Borrower. Secured Party may only deliver such Notice of Control during the continuance of an Event of Default (as defined in the Credit Agreement). Bank shall have no liability in the event Borrower breaches this covenant to Secured Party.

5. Release of Security Interest; Termination of Agreement. This Agreement shall remain in full force and effect until Bank receives at the Banking Office Secured Party's written notice of release of its interest in, or assignment to Borrower of, the Special Deposit Account ("Secured Party's Release") (which the Secured Party agrees to deliver upon the occurrence of the Discharge Date). Notwithstanding the foregoing, any of Secured Party, Borrower or Bank may terminate this Agreement by giving 30 days' written notice to the other parties. However, in the event that the Special Deposit Account is not handled in a satisfactory manner by any Borrower or Secured Party, Bank reserves the right to terminate the Agreement upon 10 day's prior written notice to Borrower and Secured Party. Following such termination Bank shall pay any balance of funds in the Special Deposit Account to the Revenue Account (as defined in the Credit Agreement), or as otherwise directed by, or with the approval of, Secured Party. Termination shall not affect the duties or responsibilities of any party hereto arising out of transactions occurring prior to termination.

6. Deposits by Borrower or Secured Party. For so long as this Agreement remains in force, Bank may accept for deposit into the Special Deposit Account, any checks, electronic or paper drafts, electronic payment orders and credits or other instruments for the payment of money (as used in this Agreement, each an "Item" and collectively "Items") payable or endorsed to Borrower, to Secured Party, to both of them, or to cash or bearer, whether endorsed or unendorsed.

7.02(i) – 2

7. Wire Transfers. Upon Bank's receipt of a written Notice of Control, unless Secured Party directs Bank in writing to the contrary, Borrower, Secured Party and Bank hereby agree Bank will wire, on each business day, collected balances in the Special Deposit Account to the Revenue Account (as defined in the Credit Agreement), or as otherwise designated in writing by the Secured Party to Bank.

Secured Party and Borrower acknowledge notice that under the California Commercial Code division 11-207(c)(2) if a beneficiary of a funds transfer is designated by both name and account number the payment may be made according to the account number even if the name and account number are inconsistent and identify different parties.

8. Documentation. Secured Party agrees that before it attempts to give Bank any orders or instructions concerning withdrawals or transfers from the Special Deposit Account, Secured Party shall deliver to the Banking Office such documentation as the Bank may reasonably require to evidence the authority of persons acting on behalf of Secured Party to give such instructions.

9. Bank's Disclaimers; Scope. Secured Party and Borrower acknowledge and agree that; (a) Bank makes no representations or warranties, express or implied, concerning the validity, perfection, or priority of Secured Party's security interest in the Special Deposit Account; and (b) this Agreement applies only to the Special Deposit Account designated above, but not to any other deposit account, securities, bills, bonds or investment which Borrower may now or hereafter maintain with Bank.

10. Indemnification of Bank by Borrower. Borrower agrees to defend, indemnify and hold Bank, its directors, officers, employees, attorneys, successors and assigns, harmless from and against any and all loss, liability, cost, damage and expense, including, without limitation, legal and accounting fees and expenses, arising in any manner whatsoever out of (a) the acts, errors or omissions of Borrower or Secured Party or the agent of either; and (b) Bank's acting in accordance with the provisions of this Agreement, excepting only liability occasioned solely by Bank's gross negligence or willful misconduct. In no event shall any party hereto be liable for any consequential, indirect, punitive, or special damage relating to its performance of its duties under this Agreement.

11. Indemnification of Bank by Secured Party. Secured Party agrees to indemnify, release, and hold Bank, its directors, officers, employees, attorneys, successors and assigns, harmless from and against any and all loss, liability, cost, damage and expense including, without limitation, legal and accounting fees and expenses, arising in any manner whatsoever out of Bank's acting on any notice, orders or instructions concerning the Special Deposit Account given to Bank by Secured Party.

7.02(i) – 3

12. Bankruptcy; Legal Process. In the event that Borrower becomes subject to voluntary or involuntary proceedings under the U.S. Bankruptcy Code, or if the Bank is served with legal process which the Bank in good faith believes affects the Special Deposit Account, Bank shall have the right to place a hold on funds deposited to the Special Deposit Account until such time as the Bank receives an appropriate court order or other assurances satisfactory to Bank establishing that the funds may be disbursed according to the provisions of this Agreement. Bank shall immediately provide Borrower and Secured Party notice of any hold placed by Bank under this paragraph.

13. Notices. Any notice given by any party under this Agreement shall be effective only if (a) given in writing and (b) personally delivered, sent by United States mail, postage prepaid, or sent by telecopier or other authenticated message, charges prepaid and addressed to the address set forth herein or in Bank's records for Borrower and Secured Party, respectively. If notice is sent by telecopier, an originally executed notice will be sent by overnight courier as a follow-up. Either Secured Party, Borrower, or Bank may change the place to which notices, requests, and other communications are to be sent by giving written notice of such change to the others.

Notwithstanding the foregoing, Bank shall have no obligation to act upon any Orders, Notice of Control, Secured Party's Release, or other notices or instructions given to Bank hereunder until received in writing at the Banking Office address below.

[Insert Notice Addresses]

14. Successors and Assigns; No Third Party Rights; Entire Agreement; Amendments; California Law; Counterparts; Captions; Non-Waiver; Rights Cumulative; Corporate/Partnership Authority. The provisions of this Agreement shall be binding upon and inure to the benefit of Bank, Secured Party and Borrower and their respective successors and assigns and to no other person, firm or entity; provided, however, that no party hereto may assign any of its rights hereunder without the other parties' prior written consent (except that a successor to Secured Party as Collateral Agent under the Credit Agreement shall automatically succeed to Secured Party's rights hereunder). This Agreement constitutes the entire agreement between Bank, on the one hand, and Secured Party and Borrower on the other hand, concerning the subject matter hereof. Except to the extent inconsistent herewith, all other agreements between Bank and Secured Party or Borrower concerning the Special Deposit Account shall remain in full force and effect. This Agreement shall be construed and interpreted in accordance with California law. This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. Each person signing on behalf of a party hereto warrants that such party has performed all corporate or partnership actions necessary to make this Agreement a binding obligation, enforceable in accordance with its terms. No modification, amendment or alteration of this Agreement will be effective against any party hereto unless specifically agreed upon in a writing signed by that party.

7.02(i) – 4

15. Disputes. To the extent permitted by law, in connection with any claim, cause of action, proceeding or other dispute concerning the Special Deposit Account (each a "Claim"), the parties to this Agreement, expressly, intentionally, and deliberately waive any right each may otherwise have to trial by jury. In the event the waiver of jury trial set forth in the previous sentence is not enforceable under the law applicable to this Agreement, the parties to this Agreement agree that any Claim, including any question of law or fact relating thereto, shall, at the written request of any party, be determined by Judicial Reference pursuant to the state law applicable to this Agreement ("Reference"). The parties shall select a single neutral referee, who shall be a retired state or federal judge. In the event that the parties cannot agree upon a referee, the court shall appoint the referee. The referee shall report a statement of decision to the court. Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies. The parties shall bear the fees and expenses of the referee equally, unless the referee orders otherwise. The referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The parties acknowledge that if a referee is selected to determine the Claims, then the Claims will not be decided by jury.

16. Termination. Unless earlier terminated pursuant to Section 5 above, this Agreement will continue in full force and effect until the Discharge Date (as defined in the Credit Agreement). Termination shall not affect the duties or responsibilities of any party hereto arising out of transactions occurring prior to termination.

[Remainder of this page intentionally left blank.]

7.02(i) – 5

The foregoing is hereby acknowledged and agreed to, effective this ___ day of _________.

WestLB AG, New York Branch,	WestLB AG, New York Branch,
as Collateral Agent for the Senior Secured Parties	as Collateral Agent for the Senior Secured Parties
(SECURED PARTY)	(SECURED PARTY)

By: _________________________	By: _______________________
Name:	Name:
Title:	Title:
Date: _______________________	Date: _____________________


[________________________]
(BORROWER)

By: _________________________
Name:
Title:
Date: _______________________


[INSERT NAME OF LOCAL BANK] (BANK)	[INSERT NAME OF LOCAL BANK] (BANK)

By: _________________________	By: _______________________
Name:	Name:
Title:	Title:
Date: _______________________	Date: ______________________

7.02(i) – 6

EXHIBIT 7.02(s)

to Credit Agreement

[FORM OF]

RESTRICTED PAYMENT CERTIFICATE

Date: [_____ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 7.02(s) and [8.08(c)] [8.13(b)] of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February [__], 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meaning set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and pay from the account entitled [____], No. [____] [(the "Revenue Account")] [(the "Prepayment Holding Account")], on [_____], 20[__] (the "Restricted Payment Date"), the amounts and to the payees, in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Restricted Payment Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

(b) The Conversion Date has occurred.

7.02(s) - 1

(c) This Restricted Payment Certificate is being delivered to the Accounts Bank with a copy to the Administrative Agent not later than 12:00 noon New York City time on the Restricted Payment Date, and the Restricted Payment Date is a Quarterly Payment Date or another Business Day that is within thirty (30) days following a Quarterly Payment Date.

(d) All conditions set forth in the Credit Agreement (including Section 7.02(s)) for the withdrawal(s) requested hereby have been satisfied.

(e) No Notice of Suspension is in effect and no Default or Event of Default has occurred and is continuing or would occur as a result of the Restricted Payment(s) to be made with the proceeds of the withdrawals requested hereby.

(f) The Debt Service Reserve Account is fully funded in the amount of the Debt Service Reserve Requirement. The Working Capital Reserve Account is fully funded in the amount of the Working Capital Reserve Required Amount, if any.

(g) Each of the Historical Debt Service Coverage Ratio and the Prospective Debt Service Coverage Ratio, calculated as of the current Quarterly Payment Date, is greater than or equal to 1.5:1, and a detailed calculation of such Historical Debt Service Coverage Ratio and such Prospective Debt Service Coverage Ratio is set forth in Schedule 2 attached hereto.

(h) The most recent update of the Operating Budgets required pursuant to Section 7.01(j) (Affirmative Covenants - Operating Budget) of the Credit Agreement has been approved by the Administrative Agent.

[(i) All of the transfers and payments set forth in priorities first through fourteenth of Section 8.08(c) of the Credit Agreement have been made, or will be made, before the consummation of the withdrawals requested hereby and in accordance with the terms of each Revenue Account Withdrawal Certificate issued or to be issued as of the Restricted Payment Date.]1

The undersigned officer is executing this Restricted Payment Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrower's Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

_____________________________________

1 To be included only in certificates issued in connection with transfers pursuant to Section 8.08(c)(xv) of the Credit Agreement.

7.02(s) - 2

IN WITNESS WHEREOF, the undersigned has caused this Restricted Payment Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: _________________________________

Name:

Title:

7.02(s) - 3

Schedule 1 to

Restricted Payment Certificate

WITHDRAWALS [REVENUE ACCOUNT] [PREPAYMENT HOLDING ACCOUNT]

[details to be attached]

I. Withdrawals from [Revenue Account] [Prepayment Holding Account] for the making of Restricted Payments.

Payee	Amount	Wire Instructions

	$

7.02(s) - Schedule 1

Schedule 2 to

Restricted Payment Certificate

HISTORICAL DEBT SERVICE COVERAGE RATIO AND PROSPECTIVE

DEBT SERVICE COVERAGE RATIO CALCULATIONS

7.02(s) - Schedule 2

EXHIBIT 7.03(g)

to Credit Agreement

FORM OF MONTHLY

PROGRESS REPORT

Monthly Progress Report

with respect to the

[Stockton] [Brawley] [Burley]

Ethanol Plant,

Delivered to

WESTLB AG, NEW YORK BRANCH,

as Administrative Agent for the Lenders

and

[______________]

as Independent Engineer for the Lenders

[Date]

7.03(g) – 1

Section 1. GENERAL PROVISIONS

Reference is made to Section 7.03(g) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February [__], 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and co-documentation agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

Pursuant to Section 7.03(g) of the Credit Agreement, within five (5) days following the end of each calendar month until the Conversion Date, the Borrowers are required to deliver a Monthly Progress Report to the Administrative Agent for each Greenfield Plant with respect to which any Funding has been made.

The Borrowers have reviewed the status of each significant aspect of construction and development for the [Stockton] [Brawley] [Burley] Plant as of the date of this report. The Borrowers have [not identified any matters that could reasonably be expected to adversely affect the Construction Schedule for such Plant, or the ability of such Plant to achieve its Commercial Operation Date on or before the Conversion Date Certain] [identified the following matters which, in the Borrowers' reasonable judgment, are expected to adversely affect the Construction Schedule for such Plant, or the ability of such Plant to achieve its Commercial Operation Date on or before the Conversion Date Certain:].

7.03(g) – 2

SECTION 2. CONSTRUCTION OVERVIEW

2.1. Major activities to be performed for each aspect of the Project during the current calendar month.

Please provide a brief summary of the Major1 activities to be performed for each of the following aspects of the [Stockton] [Brawley] [ Burley] during the current calendar month:

2.1.1 Design

2.1.2 Property Acquisition

2.1.3 Engineering

2.1.4 Major Equipment procurement

2.1.5 Construction

2.1.6. Utility Interconnections

2.1.7. Permitting (See Section 3.0 below)

2.1.8. O&M Mobilization

2.1.9. Startup Testing and Commissioning

2.1.10. Miscellaneous

2.2. Major activities scheduled to be performed in the previous calendar month but not completed as scheduled.

________________________________

1 For Purposes of this report, "Major" shall mean any activity, event, or occurrence which may have a material adverse effect on the construction of the [Stockton] [Brawley] [Burley] Plant or completion of the Project on a timely basis if such activity, event, or occurrence occurs or if such activity, event, or occurrence fails to occur as anticipated or scheduled, which material adverse effect includes, but is not limited to, the inability to achieve the Commercial Operation Date on or before the Conversion Date Certain.

7.03(g) – 3

Please provide a brief summary of the Major activities that were scheduled to be performed in the previous calendar month and their status, including those activities that were not completed as scheduled:

2.2.1 Design

2.2.2 Property Acquisition

2.2.3 Engineering

2.2.4 Major Equipment procurement

2.2.5 Construction

2.2.6 Utility Interconnections

2.2.7 Permitting

2.2.8 O&M Mobilization

2.2.9 Startup Testing and Commissioning

2.2.10 Miscellaneous

2.3. Critical Path Items.

Please provide a detailed list of all critical path construction work for the current calendar month, including a comparison of the current construction progress as compared against the baseline Construction Schedule.

[___________________________]

2.3. Construction Schedule.

Please provide a detailed schedule for construction work for the current calendar month.

[______________________]

SECTION 3. PERMITTING

The following describes each of the Necessary Project Approvals required for the construction of the [Stockton] [Brawley] [Burley] Plant and the status thereof

7.03(g) – 4

GOVERNMENTAL APPROVALS	STATUS

SECTION 4. SAFETY AND HEALTH REPORTS

4.1. Please list all accidents from the previous calendar month:

4.2. Please list any work stoppage from the previous calendar month:

Please described any impact on construction of the [Stockton] [Brawley] [Burley] Plant resulting from any such accidents or work stoppage.

[The remainder of this page is intentionally blank. The next page is the signature page.]

7.03(g) – 5

IN WITNESS WHEREOF, the undersigned has caused this Monthly Progress Report to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: ___________________________________

Name:

Title:

7.03(g) – 6

EXHIBIT 7.03(n)

to Credit Agreement

[FORM OF]

BORROWING BASE CERTIFICATE

[DATE]

WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

NY, New York 10036

Attention: Yolette Salnave / Andrea Bailey

Facsimile: 212-302-7946

Email: ny_agency services@westlb.com

This Borrowing Base Certificate is furnished pursuant to Section 7.03(n) of the Credit Agreement dated as of February ____________, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), 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"), Pacific Ethanol Imperial, LLC, a Delaware limited liability company ("Brawley") and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

7.03(n) – 1

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

This Borrowing Base Certificate sets forth the Borrowing Base for [Madera] [Boardman] [Stockton] [Brawley] [Burley] as of the date hereof.

ACCOUNTS FOR [insert name of relevant Plant]:1

1. All Eligible Accounts	$__________

2. Less: ineligible accounts

a) reserves	$__________

b) maximum discounts	$__________

c) credits	$__________

d) allowances	$__________

3. Total ineligible accounts (sum of line 2a through 2d)	$__________

4. Total Eligible Accounts (line 1 — line 3)	$__________

INVESTORY FOR [Insert Name of Relevant Plant]:1

5. All Eligible Inventory	$__________

6. Less: ineligible inventory

a) reserves	$__________

b) maximum discounts	$__________

c) credits	$__________

d) allowances	$__________

7. Total ineligible inventory (sum of line 6a through 6d)	$__________

8. Total Eligible Inventory (line 5 — line 7)	$__________

_________________________

1 Calculations herein to be made separately for each relevant Plant.

7.03(n) – 2

TOTAL BORROWING BASE FOR [Insert Name of Relevant Plant]:1

80% x (line 4 + line 8)

$__________

AGGREGATE TOTAL BORROWING BASE FOR ALL PLANTS

$__________

The undersigned hereby represent, warrant and certify to the Administrative Agent that the information set forth above is true and correct.

The undersigned officers are executing this Borrowing Base Certificate not in their individual capacities but in their capacities as Authorized Officers of the Borrowers.

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: _________________________________

Name:

Title:

[Insert Name of Borrower2],

as Borrower

By: _________________________________

Name:

Title:

_________________________
2 "Borrower" refers to the Borrower whose Borrowing Base is being calculated herein.

7.03(n) – 3

EXHIBIT 7.03(p)

to Credit Agreement

[FORM OF]

OPERATING STATEMENT

WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Ave of Americas

NY, New York 10036

Attention: Yolette Salnave / Andrea Bailey

Facsimile: 212-302-7946

Email: ny_agency services@westlb.com

Date: [____________________]

Reference is hereby made to the Credit Agreement, dated as of February_____, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company (the "Borrowers"), PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

The Borrowers hereby represent and certify as follows:

7.03(p) - 1

1. This Operating Statement is the Operating Statement described in the Credit Agreement, and it is delivered to the Administrative Agent pursuant to Section 7.03(p) of the Credit Agreement.

2. The individual executing this Operating Statement is an Authorized Officer of the Borrowers' Agent.

3. This Operating Statement is being delivered to the Administrative Agent within forty-five (45) days after the end of the Fiscal Quarter ending on [_____], 20[__].

4. The ethanol, Distillers Grains, and other products produced and sold [[by each Plant] by [Madera] [Boardman] [Stockton] [Brawley] [Burley]] during the periods noted below are as follows:

7.03(p) - 2

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
AMOUNT OF ETHANOL PRODUCED BY:
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
AMOUNT OF DISTILLERS GRAINS PRODUCED:
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
AMOUNT OF OTHER PRODUCTS PRODUCED BY:
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
AMOUNT OF ETHANOL

7.03(p) - 3

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
SOLD BY:
MADERA Pursuant to Ethanol Offtake Agreements
BOARDMAN Pursuant to Ethanol Offtake Agreements
STOCKTON Pursuant to Ethanol Of take Agreements
BRAWLEY Pursuant to Ethanol Offtake Agreements
BURLEY Pursuant to Ethanol Offtake Agreements
AMOUNT OF DISTILLERS GRAINS SOLD BY:
MADERA

7.03(p) - 4

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
Pursuant to DG Offtake Agreements
BOARDMAN Pursuant to DG Offtake Agreements
STOCKTON Pursuant to DG Offtake Agreements
BRAWLEY Pursuant to DG Offtake Agreements
BURLEY Pursuant to DG Offtake Agreements

THE AMOUNT, IF ANY, OF OTHER SALES OF ETHANOL AND/OR DISTILLERS GRAINS BY:
MADERA
BOARDMAN

7.03(p) - 5

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
STOCKTON
BRAWLEY
BURLEY
THE AMOUNT, IF ANY, OF SALES OF OTHER PRODUCTS BY:
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 6

5. The actual expenses reflected in the chart below for each month, quarter and (if applicable) the year to date do not exceed the provision for such period contained in the Operating Budget currently in effect [if this certification cannot be made, Borrowers' Agent to provide detailed explanation].

[Note: the categories set forth in the chart below are by way of example only, and will be updated or revised when this Operating Statement is delivered from time to time to conform to the then-effective Operating Budget]

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
OPERATION AND MAINTENANCE EXPENSES FOR THE PLANTS
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Expenses of administering, managing and operating the Plants
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 7

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BURLEY
Expenses for maintaining the Plants in good repair and operating condition
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Costs associated with supply and transportation of all supplies and raw materials to the Plants
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Costs associated with supply and transportation of all supplies and raw materials to the Plants
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 8

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
Insurance Costs [(other than insurance premiums that are paid as Project Costs)]
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Property, sales and franchise taxes (other than taxes imposed on or measured by income or receipts) or payment in lieu of such taxes with respect to the Plants
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Costs and fees regarding Necessary Project Approvals incurred on or after the Closing Date for all Plants

7.03(p) - 9

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variane
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Legal, accounting and other professional fees attendant to any of the foregoing items
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Costs incurred pursuant to Swap Contracts
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Other costs and expenses included in the Operating Budget
MADERA
BOARDMAN

7.03(p) - 10

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
STOCKTON
BRAWLEY
BURLEY
MAINTENANCE CAPITAL EXPENSES
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

REVENUE
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total Revenue
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 11

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
COST OF GOODS SOLD
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Inputs
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total [ ] Cost
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total Other Inputs
MADERA

7.03(p) - 12

	Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BOARDMAN
STOCKTON
BRAWLEY
BURLEY


Change in Inventory
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total Inputs
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Labor
MADERA
BOARDMAN
STOCKTON
BRAWLEY

7.03(p) - 13

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BURLEY
Process/Tech Labor
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Maintenance Labor
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Total Labor
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Other Project Overhead
MADERA
BOARDMAN
STOCKTON
BRAWLEY

7.03(p) - 14

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BURLEY
Maintenance Parts and Supplies
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Safety Supplies
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Other Operating Supplies
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Contract Labor
MADERA
BOARDMAN
STOCKTON

7.03(p) - 15

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BRAWLEY
BURLEY
Plant Management and Administration Labor
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Office Supplies
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Communication Expense
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Travel
MADERA
BOARDMAN
STOCKTON

7.03(p) - 16

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BRAWLEY
BURLEY
Training & Other
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Fuel
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Rental Equipment
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Environmental Testing
MADERA
BOARDMAN
STOCKTON
BRAWLEY

7.03(p) - 17

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BURLEY
Plant Level Consultants
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Total Other Project Overhead
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Total Cost of Goods Sold
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Sales Expenses
MADERA
BOARDMAN

7.03(p) - 18

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
STOCKTON
BRAWLEY
BURLEY

Marketing Fees (Including Discounts)
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Cost of Goods Sold
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total Sales Expenses
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 19

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
SG&A
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Corporate Salaries
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Corporate (Plant Level) - Salaries
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Corporate Expense
MADERA
BOARDMAN
STOCKTON

7.03(p) - 20

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BRAWLEY
BURLEY
Plant Mgmt Expense (PECA)
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Mgmt Fees
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Prop Taxes
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

Total SG&A
MADERA
BOARDMAN
STOCKTON
BRAWLEY

7.03(p) - 21

	Most Recent Fiscal Quarter		Month 1 of Most Recent Fiscal Quarter		Month 2 of Most Recent Fiscal Quarter		Month 3 of Most Recent Fiscal Quarter		Year-to-Date [Note: only for year-end statements]
	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Actual	Budget	Variance
BURLEY

Interest and Depreciation
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Interest Expense
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY
Depreciation & Amortization
MADERA
BOARDMAN
STOCKTON
BRAWLEY
BURLEY

7.03(p) - 22

IN WITNESS WHEREOF, the undersigned has caused this Operating Statement to be duly executed as of the date first above written.

PACIFIC ETHANOL HOLDING CO. LLC as Borrowers' Agent

By:

Name:

Title:

7.03(p) - 23

EXHIBIT 8.04

to Credit Agreement

[FORM OF]

CONSTRUCTION HOLDING WITHDRAWAL CERTIFICATE

Date: [________ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.04(b) of the Credit Agreement dated as of February __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), 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"), Pacific Ethanol Imperial, LLC, a Delaware limited liability company ("Brawley") and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co- Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co- Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer from the account entitled [_______], No. [_____] (the "Construction Holding Account"), on [______], 200[_] (the "Construction Account Withdrawal Date"), amounts and to the accounts entitled [____], No. [_________] (the "[Stockton] [Brawley] [Burley] Construction Account") to be applied towards [Stockton] [Brawley] [Burley] Required Equity Contributions (as set forth on Part A of Schedule 1 attached hereto) and/or to pay [Stockton] [Brawley] [Burley] Project Costs (as set forth on Part B of Schedule 1 attached hereto).

8.04 - 1

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Construction Account Withdrawal Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

(b) This Construction Withdrawal Certificate is being delivered to the Accounts Bank with a copy to the Administrative Agent and the Independent Engineer not later than 12:00 noon. New York City time on the Construction Account Withdrawal Date, and the Construction Account Withdrawal Date is a Business Day.

[(d) The funds to be withdrawn from the Construction Holding Account pursuant to this Construction Withdrawal Certificate will be applied to pay [Stockton] [Brawley] [Burley] Project Costs that will become due and payable during the immediately succeeding calendar month strictly in accordance with the [Stockton][Brawley][Burley] Construction Budget.1]

(e) No Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to the application of funds contemplated hereby.

The undersigned officer is executing this Construction Holding Withdrawal Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrower's Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC:	ADMINISTRATIVE AGENT INDEPENDENT ENGINEER

_____________________

1 To be included only for a transfer described in Part B of Schedule 1.

8.04 - 2

IN WITNESS WHEREOF, the undersigned has caused this Construction Holding Withdrawal Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:

Name:

Title:

8.04 - 3

Schedule 1 to

Construction Holding Withdrawal Certificate

WITHDRAWALS FROM CONSTRUCTION HOLDING ACCOUNT

[details to be attached]

Part A.

[Withdrawals from Construction Holding Account to apply towards [Stockton] [Brawley] [Burley] Required Equity Contributions].

Beneficiary	Amount
[Stockton] [Brawley] [Burley]	$

Part B.

[Withdrawals from Construction Holding Account for payment of [Stockton] [Brawley] [Burley] Project Costs].

Amount

8.04 - 4

EXHIBIT 8.05

to Credit Agreement

[FORM OF]

[STOCKTON] [BRAWLEY] IBURLEY]

CONSTRUCTION WITHDRAWAL CERTIFICATE

Date: [ __________ __, ____ ]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section [8.05[(b)][(c)j [8.06[(b)][(c)] [8.07[(b)][(c)]] of the Credit Agreement dated as of February___, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), 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"), Pacific Ethanol Imperial, LLC, a Delaware limited liability company ("Brawley") and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer from the account entitled [_____], No. [____] (the "[Stockton] [Brawley] [Burley] [Construction Account"), on [__], 20011 (the "Construction Account Withdrawal Date"), the amounts and to the payees set forth on Schedule I attached hereto.

8.05 - 1

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Construction Account Withdrawal Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

(b) This Construction Withdrawal Certificate is being delivered to the Accounts Bank with a copy to the Administrative Agent and the Independent Engineer not later than 12:00 noon New York City time on the Construction Account Withdrawal Date, and the Construction Account Withdrawal Date is a Business Day.

[(c) All conditions set forth in the Credit Agreement for the withdrawal requested hereby have been satisfied.] [To be included for all withdrawals after the date of the initial Funding Notice for the relevant Plant.]

[(d) The funds to be withdrawn from the [Stockton] [Brawley] [Burley] Construction Account pursuant to this Construction Withdrawal Certificate will be applied to pay Project Costs due and owing. [To be included for withdrawals prior to the date of the initial Funding Notice for the relevant Plant.]

[(e) The funds to be withdrawn from the [Stockton] [Brawley] [Burley] Construction Account pursuant to this Construction Withdrawal Certificate will be applied to pay Project Costs due and owing strictly in accordance with the [Stockton] [Brawley] [Burley] Construction Budget and in the case of Loan proceeds, the most recent Funding Notice for the [Stockton] [Brawley] [Burley] Construction Loan, which Funding Notice is dated as of [insert date]] [To be included for all withdrawals after the date of the initial Funding Notice for the relevant Plant.]

[(f) No Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to the application of funds contemplated hereby.] [To be included for all withdrawals after the date of the initial Funding Notice for the relevant Plant.]

The undersigned officer is executing this Construction Withdrawal Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrower's Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC:	ADMINISTRATIVE AGENT INDEPENDENT ENGINEER

8.05 - 2

IN WITNESS WHEREOF, the undersigned has caused this Construction Withdrawal Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:

Name:

Title:

8.05 - 3

Schedule 1 to

[Stockton] [Brawley] [Burley)

Construction Withdrawal Certificate

WITHDRAWALS FROM [STOCKTON] [BRAWLEY] [BURLEY]

CONSTRUCTION ACCOUNT

[details to be attached]

Withdrawals from [Stockton] [Brawley] [Burley] Construction Account for direct payment of [Stockton) [Brawley] [Burley] Project Costs.

Payee	Amount	Wire Instructions
	$

8.05 - 4

EXHIBIT 8.08-A

to Credit Agreement

[FORM OF]

PRE-CONVERSION DATE

REVENUE ACCOUNT WITHDRAWAL CERTIFICATE

Date: [________ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.08(b) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February _____, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as. Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer, from the account entitled [_____] No. [_____] (the "Revenue Account"), on [_____], 20[__] (the "Revenue Account Withdrawal Date"), the following amounts: [Note: each Revenue Account Withdrawal Certificate should only include those priorities relevant on the given withdrawal date.]

8.08-A - 1

(i) in accordance with Section 8.08(b)(i) of the Credit Agreement, (A) [_______] Dollars ($[_____]) to Pacific Ethanol for payment of Sponsor Support Reimbursements due and owing, and (B) [_______] Dollars ($[____]) to the Operating Account; 1

(ii) in accordance with Section 8.08(b)(ii) of the Credit Agreement, [__________] Dollars ($[______]) to the Maintenance Capital Expense Account; 1

(iii) in accordance with Section 8.08(b)(iii) of the Credit Agreement, [__________] Dollars ($[______]) to the Administrative Agent, for the account of the Senior Secured Parties, for payment of Fees, costs and expenses due and payable under the Financing Documents; 2

(iv) in accordance with Section 8.08(b)(iv) of the Credit Agreement, to the Administrative Agent, for the account of the Senior Secured Parties, (A) [__________] Dollars ($[______]) for payment of interest due and payable under the Financing Documents and (B) [_____] Dollars ($[_____] for payment of fees, expenses and Net Swap Payments owing to the Interest Rate Protection Providers;2

(v) in accordance with Section 8.08(b)(v) of the Credit Agreement, [__________] Dollars ($[______]) to the Administrative Agent, for the account of the Interest Rate Providers, for payment of Swap Termination Value due and payable with respect to the Interest Rate Protection Agreements;3

(vi) in accordance with Section 8.08(b)(vi) of the Credit Agreement, [__________] Dollars ($[______]) ) to the Working Capital Reserve Account;3

(vii) in accordance with Section 8.08(b)(vii) of the Credit Agreement, [__________] Dollars ($[______]) to the Administrative Agent, for the account of the Working Capital Lenders, as a prepayment of the Working Capital Loans [in an amount equal to a Mandatory Prepayment of the Working Capital Loans required to be made pursuant to Section 3.10(c) of the Credit Agreement] [in an amount equal to a prepayment on the Working Capital Loans being made at the option of the Borrowers pursuant to Section 3.09 of the Credit Agreement];

(viii) in accordance with Section 8.08(b)(viii) of the Credit Agreement, [__________] Dollars ($[______]) to [__________________] for payment of Current Priority Subordinated Interest;5

___________________________

1 To be included in certificates for each Monthly Date.

2 To be included in certificates for any date on which such amounts are due and payable.

3 To be included in certificates for each Monthly Date when applicable.

4 To be inserted in certificates on any date when required pursuant to Section 3.10(c) (Mandatory Prepayment) of the Credit Agreement, or otherwise at the option of the Borrowers.

5 May be inserted in certificates on each Quarterly Payment Date, when no Default or Event of Default has occurred and is continuing.

8.08-A - 2

(ix) in accordance with Section 8.08(b)(ix) of the Credit Agreement,[__________] Dollars ($[______]) to [insert name of relevant taxing authority(ies) or Affiliate(s)] for payment of a Permitted Tax Distribution;5 and

(x) in accordance with Section 8.08(b)(x) of the Credit Agreement, (A) [__________] Dollars ($[______]) to the Stockton Construction Account, (B) [__________] Dollars ($[______]) to the Brawley Construction Account, (C) [__________] Dollars ($[______]) to the Burley Construction Account for payment of Project Costs due and payable. 1

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Revenue Account Withdrawal Date, as follows:

(a) the undersigned is a Financial Officer of the Borrowers' Agent;

(b) this Revenue Account Withdrawal Certificate is being delivered to the Accounts Bank not later than 12:00 Noon New York City time on the Revenue Account Withdrawal Date, and the Revenue Account Withdrawal Date is a [Business Day] [Monthly Date] [Quarterly Payment Date];

(d) no Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to any application of funds contemplated hereby.

The undersigned is executing this Revenue Account Withdrawal Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrowers' Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

8.08-A - 3

IN WITNESS WHEREOF, the undersigned has caused this Revenue Account Withdrawal Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:

Name:

Title:

8.08-A - 4

EXHIBIT 8.08-B

to Credit Agreement

[FORM OF]

POST-CONVERSION DATE

REVENUE ACCOUNT WITHDRAWAL CERTIFICATE

Date: [________ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.08(c) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February __, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer, from the account entitled [____], No. ____ (the "Revenue Account"), on [____], 20[__] (the "Revenue Account Withdrawal Date"), the following amounts: [Note: each Revenue Account Withdrawal Certificate should only include those priorities relevant on the given withdrawal date.]

8.08-B - 1

(i) in accordance with Section 8.08(c)(i) of the Credit Agreement, (A) [_____] [Dollars ($[_____]) to Pacific Ethanol for payment of Sponsor Support Reimbursements due and owing, and (B) [_______] Dollars ($[_____]) to the Operating Account ; 1

(ii) in accordance with Section 8.08(c)(ii) of the Credit Agreement, [ _________] Dollars ($[_____ ]) to the Maintenance Capital Expense Account; 1

(iii) in accordance with Section 8.08(c)(iii) of the Credit Agreement, [______] Dollars ($[_____]) to the Administrative Agent, for the account of the Senior Secured Parties, for payment of Fees, costs and expenses due and payable under the Financing Documents, 2

(iv) in accordance with Section 8.08(c)(iv) of the Credit Agreement, to the Administrative Agent, for the account of the Senior Secured Parties, (A) [_____] Dollars ($[_____]) for payment of interest due and payable under the Financing Documents and (B) [_____] Dollars ($[_____]) for payment of fees, expenses or Net Swap Payments owing to the Interest Rate Protection Providers;2

(v) in accordance with Section 8.08(c)(v) of the Credit Agreement, [_____] Dollars ($[_______]) to the Administrative Agent, for the account of the Working Capital Lenders, as a prepayment of the Working Capital Loans pursuant to Section 3.10(c) of the Credit Agreement, 2

(vi) in accordance with Section 8.08(c)(vi) of the Credit Agreement, [_____] Dollars ($[ _______]) to the Administrative Agent (A) for the account of the Construction/Term Lenders, for payment of principal due and payable with respect to the Term Loans and (B) for the account of the Interest Rate Providers, for payment of Swap Termination Value due and payable with respect to the Interest Rate Protection Agreements;3

(vii) in accordance with Section 8.08(c)(vii) of the Credit Agreement, [ Dollars ($[_______]) to the Working Capital Reserve Account;3

(viii) in accordance with Section 8.08(c)(viii) of the Credit Agreement, [_____ Dollars ($[_____]) to the Administrative Agent, for the account of the Working Capital Lenders, as a prepayment of the Working Capital Loans in an amount equal to [all outstanding principal amounts of Working Capital Loans on the Working Capital Maturity Date] [a prepayment on the Working Capital Loans being made at the option of the Borrowers pursuant to Section 3.09 of the Credit Agreement] ;4

______________________

1 To be included in certificates for each Monthly Date.

2 To be included in certificates for any date on which such amounts are due and payable.

3 To be included in certificates for each Monthly Date when applicable.

4 To be included on the Working Capital Maturity Date and on any Monthly Date at the option of the Borrowers.

8.08-B - 2

(ix) in accordance with Section 8.08(c)(ix) of the Credit Agreement [_____] Dollars ($[_____]) to [_____] to Debt Service Reserve Account; 3

(x) in accordance with Section 8.08(c)(x) of the Credit Agreement [_____] Dollars ($[_____]) to [_____] for payment of Current Priority Subordinated Interest; 5

(xi) in accordance with Section 8.08(c)(xi) of the Credit Agreement, [_____] Dollars ($[_____]) to the Administrative Agent, for the account of the Term Lenders, for a Mandatory Prepayment of the Term Loans in an amount equal to fifty percent (50%) of the cash remaining in the Revenue Account after the transfer, if any, required pursuant to priority tenth of Section 8.08(c) of the Credit Agreement; 6

(xii) in accordance with Section 8.08(c)(xii) of the Credit Agreement, [_____] Dollars ($[_____]) to [insert name of relevant taxing authority(ies) or Affiliate(s)] for payment of a Permitted Tax Distribution; 5

(xiii) in accordance with Section 8.08(c)(xiii) of the Credit Agreement, [_____] Dollars ($[_____]) to the Administrative Agent, for the account of the Lenders, as a Mandatory Prepayment in an amount [such that, after giving effect to such prepayment, the outstanding principal amount of the Term Loans is equal to the Target Balance Amount for the Revenue Account Withdrawal Date] [equal to the greater of (x) an amount such that, after giving effect to such prepayment, the outstanding principal amount of the Term Loans is equal to the Target Balance Amount for the Revenue Account Withdrawal Date, and (y) twenty-five percent (25%) of the cash remaining in the Revenue Account after the transfer required pursuant to priority tenth of Section 8.08(c) of the Credit Agreement]; 7 and

(xiv) in accordance with Section 8.08(c)(xiv) of the Credit Agreement, [_____] Dollars ($[_____]) [to the Administrative Agent as a Mandatory Prepayment of the Term Loans] [to the Prepayment Holding Account].8

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Revenue Account Withdrawal Date, as follows:

(a) the undersigned is a Financial Officer of the Borrowers' Agent;

5 May be inserted in certificates on each Quarterly Payment Date, when no Default or Event of Default has occurred and is continuing.

6 To be inserted in certificates on each Quarterly Payment Date.

7 To be inserted in certificates on each Quarterly Payment Date. The first option for clause (xiii) of this form to be included prior to the second anniversary of the Conversion Date. The second option for clause (xiii) of this form to be included on and after the second anniversary of the Conversion Date.

8 To be inserted in certificates on each Quarterly Payment Date when applicable. The first option for clause (xiv) of this form to be included if the Historical Debt Service Coverage Ratio as of the Revenue Account Withdrawal Date is less than 1.5:1. The second option for clause (xiv) of this form to be included if the Historical Debt Service Coverage Ratio as of the Revenue Account Withdrawal Date is greater than or equal to 1.5:1 and the Prospective Debt Service Coverage Ratio as of the Revenue Account Withdrawal Date is less than 1.5:1.

8.08-B - 3

(d) on the date hereof, the Conversion Date has occurred, no Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to any application of funds contemplated hereby.

The undersigned is executing this Revenue Account Withdrawal Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrowers' Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

8.08-B - 4

IN WITNESS WHEREOF, the undersigned has caused this Revenue Account Withdrawal Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:

Name:

Title:

8.08-B - 5

EXHIBIT 8.09

to Credit Agreement

[FORM OF]

OPERATING ACCOUNT WITHDRAWAL CERTIFICATE

Date: [________ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.09(b)(ii) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of [__________], by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer from the account entitled [_____], No. [____] (the "Operating Account"), on [____], 20[___] (the "Operating Account Withdrawal Date"), the amounts and to the account's', in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Operating Account Withdrawal Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

8.09 - 1

(b) This Operating Account Withdrawal Certificate is being delivered to the Accounts Bank not later than 12:00 noon New York City time on the Operating Account Withdrawal Date, and the Operating Account Withdrawal Date is a Business Day.

(d) The funds to be withdrawn from the Operating Account pursuant to this Operating Account Withdrawal Certificate will be transferred to the Local Account(s) identified on Schedule 1 hereto, for further application to the payment of amounts due and owing by the Borrowers for Operation and Maintenance Expenses.

(e) A Blocked Account Agreement with respect to each Local Account identified on Schedule 1 hereto has been executed and delivered and is in full force and effect.

(f) After giving effect to the transfers requested hereby, the amounts on deposit in and standing to the credit of all Local Accounts permitted pursuant to Section 7.02(i) of the Credit Agreement will not exceed, in the aggregate, two hundred thousand Dollars ($200,000) for each Plant that has achieved its Commercial Operation Date.

(g) No Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to the application of funds contemplated hereby.

The undersigned officer is executing this Operating Account Withdrawal Certificate not in an individual capacity but in its capacity as an Authorized Officer of the Borrower's Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

8.09 - 2

IN WITNESS WHEREOF, the undersigned has caused this Operating Account Withdrawal Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:

Name:

Title:

8.09 - 3

Schedule 1 to

Operating Account

Withdrawal Certificate

WITHDRAWALS FROM OPERATING ACCOUNT

[details to be attached]

I. Withdrawals from Operating Account to permitted Local Account(s).

Local Account: Amount Wire Instructions

8.09 - 4

EXHIBIT 8.11

to Credit Agreement

[FORM OF]

WORKING CAPITAL TRANSFER CERTIFICATE

Date: [______ __, ____]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.111(b)11(c)1[(d)][(e)] of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February __, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer, from the account entitled [_____], No. [____] (the "Working Capital Reserve Account"), on [_____], 20[_] (the "Working Capital Withdrawal Date"):

(i) In accordance with Section 8.I1(b)(i) of the Credit Agreement, [_____] Dollars ($[_____ ]) to the payees as set forth on Schedule 1 attached hereto for the payment of amounts due and owing with respect to Operation and Maintenance Expenses;

(ii) In accordance with Section 8.11(b)(ii) of the Credit Agreement, [_____] Dollars ($[_____]) to the payees as set forth on Schedule l attached hereto for the payment of amounts due and owing with respect to Maintenance Capital Expenses;

8.11 - 1

(iii) In accordance with Section 8.11(b)(iii) of the Credit Agreement; [_____] Dollars ($[_____]]) to the payees as set forth on Schedule 1 attached hereto for the payment of amounts due and owing for start-up costs with respect to the [Stockton] [Brawley] [Brawley] Plant; 1

(iii) In accordance with Section 8.11(c) of the Credit Agreement, [_____] Dollars ($[_____]) for deposit into the Revenue Account;2

(iv) In accordance with Section 8.11(d) of the Credit Agreement, [_____] Dollars ($[_____]) from the Working Capital LC Collateral Sub-Account to the Administrative Agent, for the account of the Working Capital Lenders;

(v) In accordance with Section 8.11(e) of the Credit Agreement, [____] Dollars ($[_____]) from the Working Capital LC Collateral Sub-Account to the Working Capital Reserve Account.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Working Capital Withdrawal Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

(b) This Working Capital Transfer Certificate is being delivered to the Accounts Bank with a copy to the Administrative Agent not later than 12:00 Noon New York City time on the Working Capital Withdrawal Date, and the Working Capital Withdrawal Date is a Business Day.

(d) The funds to be withdrawn from the Working Capital Reserve Account pursuant to this Working Capital Transfer Certificate will:

[(i) in the case of transfers requested pursuant to Section 8.11(b)(i) of the Credit Agreement, be applied directly to the payment of amounts due and owing for Operation and Maintenance Expenses in accordance with the Operating Budget; it being hereby certified that adequate funds are not available for the payment of such Operation and Maintenance Expenses in the Operating Account and the amount of such transfer of funds, when taken together with the amounts transferred to the Operating Account for the current calendar month pursuant to Section 18.08(b)(i)] [8.08(c)(i)] of the Credit Agreement and any other transfers pursuant to Section 8.11(b)(i) of the Credit Agreement during the current calendar month (excluding any amounts so transferred to cover the cost of corn, natural gas, electricity, insurance premiums and Borrower Taxes), does not exceed the Permitted Operating Budget Deviation Levels.]

[(ii) in the case of transfers requested pursuant to Section 8.11(b)(ii) of the Credit Agreement, be applied directly to the payment of amounts due and owing for Maintenance Capital Expenses in accordance with the Operating Budget; it being hereby certified that adequate funds are not available for the payment of such Maintenance Capital Expenses in the Maintenance Capital Expense Account and the amount of such transfer of funds, when taken together with the amounts transferred to the Maintenance Capital Expense Account for the current calendar month pursuant to Section [8.08(b)(01[8.08(c)(ii)] of the Credit Agreement and any other transfers pursuant to Section 8.11(b)(ii) of the Credit Agreement during the current calendar month, does not exceed the Permitted Operating Budget Deviation Levels.]

_____________

1 Certificate may provide for transfers to pay start-up costs for multiple Greenfield Plants.

2 May only be requested on a Quarterly Payment Date.

8.11 - 2

[(iii) in the case of transfers requested pursuant to Section 8.11(b)(iii) of the Credit Agreement, be applied directly to the payment of amounts due and owing for start-up costs with respect to the to [Stockton][Brawley][Brawley] Plant.]

[(iv) The funds to be withdrawn from the Working Capital Reserve Account in accordance with Section 8.11(c) of the Credit Agreement, will be transferred to the Revenue Account; it being hereby certified that as of the Working Capital Withdrawal Date (A) the Working Capital Reserve Required Amount is [_____] Dollars ($[_____]), (B) the funds on deposit in or standing to the credit of the Working Capital Reserve Account (other than amounts standing to the credit of the Working Capital LC Collateral Sub-Account) are [_____] Dollars ($[_____]), and (C) the amount set forth in (B) is greater than (A) and the amount to be so transferred to the Revenue Account is equal to the positive difference of (A) minus (B).

[(e) The funds to be withdrawn from the Working Capital LC Collateral Sub- Account in accordance with Section 8.11(d) of the Credit Agreement will be paid to the Administrative Agent, for the account of the Working Capital Lenders, in an amount equal to the Working Capital Loans made as a result of a draw under a Letter of Credit that are then due and payable.]

[(f) The funds to be withdrawn from the Working Capital LC Collateral Sub-

Account in accordance with Section 8.11(e) of the Credit Agreement will be transferred to the Working Capital Reserve Account; it being hereby certified that the amounts standing to the credit of the Working Capital LC Collateral Sub-Account are in excess of the aggregate Maximum Available Amounts under all current Letters of Credit, and such Maximum Available Amounts are set forth on Annex A attached hereto.]

[(h) No Notice of Suspension is in effect and no Default or Event of Default has occurred and is continuing or would occur as a result of the withdrawals requested hereby.)

The undersigned officer is executing this Working Capital Transfer Certificate not in its individual capacity but in its capacity as an Authorized Officer of the Borrowers' Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

_________________________

3 This certification does not need to be made for transfers requested pursuant to Sections 8.11(d) and (e) of the Credit Agreement.

8.11 - 3

IN WITNESS WHEREOF, the undersigned has caused this Working Capital Transfer Certificate to be executed and delivered as of the day and year first above written.

PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

By:___________________________

Name:

Title:

8.11 - 4

Schedule 1 to Working Capital Transfer Certificate

TRANSFERS FROM WORKING CAPITAL ACCOUNT

[details to be attached]

I. Transfers from the Working Capital Account for the direct payment of Operation and Maintenance expenses due and owing.

Payee AmountWire Instructions

ILTransfers from the Working Capital Account for the direct payment of

Maintenance Capital Expenses due and owing.

Payee AmountWire Instructions

III. Transfers from the Working Capital Account for the direct payment of startup costs due and owing with respect to IStocktonliBrawleylIBurlevl.

Payee AmountWire Instructions

8.11 - 5

Annex A

to Working Capital

Transfer Certificate

MAXIMUM AVAILABLE AMOUNTS UNDER OUTSTANDING LETTERS OF CREDIT

(details to be attached]

8.11 - 6

EXHIBIT 8.12

to Credit Agreement

[FORM OF]

DEBT SERVICE RESERVE LETTER OF CREDIT

[INSERT NAME OF BANK]

[INSERT ADDRESS OF BANK]

IRREVOCABLE STANDBY LETTER OF CREDIT

No. __________

[Issuance Date]

WestLB AG, New York Branch,

as Collateral Agent

1211 Ave of Americas

New York, New York 10036

Attention: Richard Garbarino

Tel.: 212-597-1307

Fax: 212-597-1490

Email: Richard_Garbarino@westlb.com

Ladies and Gentlemen:

At the request and for the account of [(the "Account Party"), we hereby establish this Irrevocable and Transferable Standby Letter of Credit (this "Letter of Credit") for the Stated Amount (as defined below) in your favor as Collateral Agent (the "Collateral Agent") under the Credit Agreement (as amended, modified or otherwise supplemented from time to time in accordance with its terms, the "Credit Agreement"), dated as of February , 2007, 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"), Pacific Ethanol Imperial, LLC, a Delaware limited liability company ("Brawley") and Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

8.12 - 1

As used in this Letter of Credit, "Dollars" and "$" mean the lawful currency of the United States of America.

"Stated Amount" means, as of any date, (a) [__________] Dollars ($[________]) less (b) the sum of (i) any amounts paid by us to the Collateral Agent under this Letter of Credit prior to such date and (ii) the aggregate amount of all Reduction Amounts (as defined below) set forth in all Reduction Notices (as defined below) received by us prior to such date.

This Letter of Credit is valid and effective immediately and, on and after the date hereof, drawings hereunder may be made by you from time to time by presentation to us in [New York, New York] in the manner described below at [INSERT NAME OF ISSUING BANK], [INSERT ADDRESS OF ISSUING BANK], [New York, NY] of your certificate in the form of Annex A or Annex B hereto, in each case appropriately completed and signed by one of your authorized officers. We shall not be obligated to confirm the authenticity of such signature. Our only obligation with regard to a drawing under this Letter of Credit shall be to examine the certificate presented and to pay in accordance therewith, and we shall not be obligated to make any inquiry in connection with the presentation of such certificate.

Drawings hereunder may be made by you from time to time prior to the expiration hereof at any time during our business hours at the aforementioned address in [New York, New York], on any Business Day (as defined below). If a drawing hereunder is presented by you (a) at or prior to [11:00] AM (New York time) on any Business Day, we hereby agree to honor each such drawing on or before [3:001 PM (New York time) on the same day and (b) after [11:00] AM (New York time) on any Business Day, we hereby agree to honor each such drawing on or before [10:00] AM (New York time) on the next succeeding Business Day; provided that, in the case of clauses (a) and (b) above, such drawing is made in accordance with the foregoing sentence and the documents presented in connection therewith conform to the terms and conditions of this Letter of Credit. "Business Day" means any day that is neither a Saturday or Sunday nor a day on which commercial banks are authorized or required to be closed in New York, New York.

8.12 - 2

If a demand for payment made by you hereunder does not, in any instance, conform to the terms and conditions of this Letter of Credit, we shall give you notice promptly (but in any event no later than one (1) Business Day after such demand) that the demand for payment was not effected in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that we will upon your instructions hold any documents at your disposal or return the same to you. Upon being notified that the demand for payment was not effected in conformity with this Letter of Credit, you may attempt to correct any such non-conforming demand prior to 12:00 PM (New York time) on the Expiration Date (as defined below).

All payments to be made by us under this Letter of Credit shall be made with our own funds (and not, directly or indirectly, with any funds or collateral deposited or pledged with us, or for our account, in each case, by any Borrower), in immediately available funds, by wire transfer to the account specified by you in the applicable certificate in the form of Annex A or Annex B hereto (as the case may be), free and clear of, and without deduction for, any taxes, duties, fees, liens, set-offs or other deductions of any kind and regardless of any objection of any third party (including, without limitation, the Account Party).

The Stated Amount shall be permanently reduced as provided in the third paragraph of this Letter of Credit upon our receipt of a notice from you, in the form of Annex C attached hereto (a "Reduction Notice"), by the Dollar amount set forth in each such notice (each such amount being a "Reduction Amount").

Only you may make drawings under this Letter of Credit. Multiple drawings may be made under this Letter of Credit. Upon payment of any such drawing, the Stated Amount shall be reduced by the amount of such drawing. Upon any drawing in the amount of the full Stated Amount pursuant to a certificate in the form of Annex A or Annex B signed by one of your authorized officers, the Stated Amount shall be reduced to zero and shall not be reinstated. No drawing hereunder shall exceed the then-applicable Stated Amount. The failure to make a drawing for any payment required by the Credit Agreement shall not result in this Letter of Credit ceasing to be available for future such drawings.

Unless extended by us in our sole and absolute discretion, this Letter of Credit shall expire at our close of business on [______________] (the "Expiration Date") and shall be promptly surrendered to us upon such expiration.

Communications with respect to this Letter of Credit, including, without limitation, the delivery of any Reduction Notice, shall be made in writing and shall be addressed to us at [INSERT NAME OF ISSUING BANK], [INSERT ADDRESS OF ISSUING BANK], New York, New York, Attn: _________________, fax number: ___________, and presented to us by facsimile or physical delivery at such address or, if to you, at the address set forth above, and shall, in either case, specifically refer to the number of this Letter of Credit.

8.12 - 3

This Letter of Credit sets forth in full the terms of our undertaking, and this undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to or to which this Letter of Credit relates, except for the Annexes attached hereto; and any such reference shall not be deemed to incorporate hereby by reference any such document, instrument or agreement except for such Annexes.

This Letter of Credit is transferable in its entirety (but not in part) to any transferee that has succeeded you as Collateral Agent under the Credit Agreement and the other Financing Documents (as defined in the Credit Agreement) and may be successively transferred to subsequent successor Collateral Agents under the Credit Agreement and the other Financing Documents (as defined in the Credit Agreement). Transfers of this Letter of Credit to any such transferee shall be accompanied by a certificate substantially in the form of Annex D hereto, but you shall not be required to pay any bank charges in connection with any such transfer.

This Letter of Credit shall be subject to the provisions (to the extent that such provisions are not inconsistent with this Letter of Credit) of the Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500 and, to the extent not inconsistent therewith, the laws of the State of New York, including, without limitation, the Uniform Commercial Code as in effect in the State of New York.

	Very truly yours, [NAME OF ISSUING BANK]

	By:
		Name:
		Title:
		Address:

8.12 - 4

ANNEX A

to Debt Service Reserve Letter of Credit

CERTIFICATE FOR DRAWING IN CONNECTION

WITH A SHORTFALL OF DEBT SERVICE RESERVE AMOUNTS

[DATE]

[INSERT NAME OF ISSUING BANK]

[INSERT ADDRESS OF ISSUING BANK]

Irrevocable Standby Letter of Credit

No. __________

WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties (the "Collateral Agent") under the Credit Agreement (as amended, modified or otherwise supplemented from time to time in accordance with its terms, the "Credit Agreement"), dated as of February , 2007, 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"), PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company ("Brawley") and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH as Collateral Agent, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement, hereby certifies to [INSERT NAME OF ISSUING BANK], with reference to the Irrevocable Standby Letter of Credit No. [_____] (the "Letter of Credit"), that:

8.12 - 5

1. The Collateral Agent is the "Collateral Agent" under and as defined in the Credit Agreement.

2. The undersigned is duly authorized to execute and deliver this certificate on behalf of the Collateral Agent.

3. The Collateral Agent is making a drawing under the Letter of Credit in the amount of [________] Dollars ($[_______]) pursuant to Section 8.12(c)(i) of the Credit Agreement. Such drawing does not exceed the Stated Amount (as defined in the Letter of Credit).

You are hereby directed to make payment of the requested drawing to [_______], as Collateral Agent at [____________________] ABA No. [__________] for further credit to Account No. [____________] Re: [_______________] Attention: [___________] (the "Debt Service Reserve Account").

[The remainder of this page is intentionally blank. The next page is the signature page.]

8.12 - 6

IN WITNESS WHEREOF, the Collateral Agent has executed and delivered this certificate as of the ___ day of ____________, 20___.

	WESTLB AG, NEW YORK BRANCH, as Collateral Agent

	By:
		Name:
		Title:

8.12 - 7

ANNEX B

to Debt Service Reserve Letter of Credit

CERTIFICATE FOR DRAWING

UPON EXPIRATION OF LETTER OF CREDIT/CESSATION OF ISSUER AS

ACCEPTABLE BANK

[DATE]

[INSERT NAME OF ISSUING BANK]

[INSERT ADDRESS OF ISSUING BANK]

Irrevocable Standby Letter of Credit

No. __________

WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties (the "Collateral Agent") under the Credit Agreement (as amended, modified or otherwise supplemented from time to time in accordance with its terms, the "Credit Agreement"), dated as of February , 2007, 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"), PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company ("Brawley") and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company ("Burley" and, together with Pacific Holding, Madera, Boardman, Stockton, and Brawley, the "Borrowers"), Pacific Holding, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH as Collateral Agent, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement., hereby certifies to [INSERT NAME OF ISSUING BANK], with reference to the Irrevocable Standby Letter of Credit No. [_____] (the "Letter of Credit"), that:

8.12 - 8

1. The Collateral Agent is the "Collateral Agent "under and as defined in the Credit Agreement.

2. The undersigned is duly authorized to execute and deliver this certificate on behalf of the Collateral Agent.

3 The Collateral Agent is making a drawing under the Letter of Credit in the amount of [_________] Dollars ($[_________]) pursuant to Section 8.12(c)[(ii)][(iii)] of the Credit Agreement. The drawing made hereunder is equal to the Stated Amount.

You are hereby directed to make payment of the requested drawing to [_________], as Collateral Agent at [_____________________] ABA No. [____________] for further credit to Account No. [____________] Re: [____________] Attention: [____________] (the "Debt Service Reserve Account").

[The remainder of this page is intentionally blank. The next page is the signature page.]

8.12 - 9

IN WITNESS WHEREOF, the Collateral Agent has executed and delivered this certificate as of the ___ day of ___________, 20___.

	WESTLB AG, NEW YORK BRANCH, as Collateral Agent

	By:
		Name:
		Title:



	By:
		Name:
		Title:

8.12 - 10

ANNEX C

to Debt Service Reserve Letter of Credit

REDUCTION NOTICE

[DATE]

[INSERT NAME OF ISSUING BANK]

[INSERT ADDRESS OF ISSUING BANK]

Irrevocable Standby Letter of Credit

No. __________

1. The Collateral Agent is the "Collateral Agent" under and as defined in the Credit Agreement.

8.12 - 11

2. The undersigned is duly authorized to execute and deliver this certificate on behalf of the Collateral Agent.

3. As of the date of this certificate and prior to giving effect to any reduction in the Stated Amount (as defined in the Letter of Credit) pursuant to this certificate, the balance in the Debt Service Reserve Account (as defined in the Credit Agreement) exceeds the current Debt Service Reserve Requirement (as defined in the Credit Agreement) for such date by an amount equal to [__________] Dollars ($[_____]).

4. With effect from the date of this certificate, the Stated Amount is reduced by [__________] Dollars ($[_____]), which amount set forth in this paragraph 4 is equal to or less than the amount set forth in paragraph 3 of this certificate.

[The remainder of this page is intentionally blank. The next page is the signature page.]

8.12 - 12

IN WITNESS WHEREOF, the Collateral Agent has executed and delivered this certificate as of the ___ day of __________, 20__.

	WESTLB AG, NEW YORK BRANCH, as Collateral Agent

	By:
		Name:
		Title:



	By:
		Name:
		Title:

8.12 - 13

ANNEX D

to Debt Service Reserve Letter of Credit

TRANSFER CERTIFICATE

[INSERT NAME OF ISSUING BANK]

[INSERT ADDRESS OF ISSUING BANK]

Irrevocable and Standby Letter of Credit

No. __________

The undersigned, a duly authorized officer of the undersigned beneficiary of the Irrevocable Standby Letter of Credit No. [____] (the "Letter of Credit"), irrevocably instructs [INSERT NAME OF ISSUING BANK], as issuer of the Letter of Credit, as follows:

1. For value received, the undersigned beneficiary hereby irrevocably transfers to:

[NAME OF TRANSFEREE]

[ADDRESS OF TRANSFEREE]

all rights of the undersigned beneficiary to draw under the Letter of Credit in its entirety. The transferee has succeeded the undersigned as Collateral Agent under the Credit Agreement (as defined in the Letter of Credit).

2. By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the transferee and the transferee shall have the sole rights as beneficiary thereof.

3. The Letter of Credit is returned with this certificate and, in accordance with the Letter of Credit, the undersigned requests that this transfer be effective and that you transfer the Letter of Credit to the transferee or that, if so requested by the transferee, you issue a new irrevocable letter of credit in favor of the transferee in the form of the Letter of Credit.

8.12 - 14

	Very truly yours, WESTLB AG, NEW YORK BRANCH, as Collateral Agent

	By:
		Name:
		Title:



	By:
		Name:
		Title:

8.12 - 15

ANNEX E

to Debt Service Reserve Letter of Credit

FORM OF WAIVER LETTER (LETTER OF CREDIT)

To [NAME OF ISSUING BANK]

[ADDRESS OF ISSUING BANK]

Ladies and Gentlemen:

We refer to (a) the Letter of Credit, No. _________ (the "Letter of Credit"), issued by [INSERT NAME OF ISSUING BANK] (the "Issuing Bank") in favor of [_____] as Collateral Agent, and for the account of [_____] (the "Account Party"), dated as of [_____]; and (b) the [_____] letter of credit reimbursement agreement[s] listed on Schedule I hereto (the "Reimbursement Agreement[s]") executed by the Account Party.

The undersigned, each of them Delaware limited liability companies [which are majority owned, directly or indirectly, by the Account Party], have entered into a Credit Agreement (as amended, modified or otherwise supplemented from time to time in accordance with its terms, the "Credit Agreement"), dated as of February ____, 2007, with PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co- Documentation Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

As a condition to the provision or maintenance of the financing contemplated under the Credit Agreement, the undersigned are required to obtain from the Issuing Bank a waiver of any and all rights, powers and remedies against the undersigned and all of their respective property and assets (whether now or hereinafter owned or acquired) in connection with (a) the Letter of Credit, (b) the obligation of the Account Party under the Reimbursement Agreement's], or (c) otherwise, including any and all rights of the Issuing Bank pursuant to Section 5-117 of the Uniform Commercial Code as in effect in the State of New York ("NYUCC") or, if the NYUCC is revised, any successor provision thereto. We hereby request that you waive any and all such rights, powers and remedies by signing below in order to permit us to complete the transactions contemplated by the Credit Agreement.

8.12 - 16

This Waiver Letter (the "Waiver Letter") shall become effective as of the date first above written when, and only when, the Issuing Bank has countersigned this Waiver Letter .

The execution, delivery and effectiveness of this Waiver Letter shall not operate as a waiver of any right, power or remedy of the Issuing Bank against the Account Party under the Reimbursement Agreement's].

If you agree to the terms and provisions of this Waiver Letter , please evidence such agreement by executing and returning at least [_____(__)]counterparts of this Waiver Letter .

This Waiver Letter may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by telecopy or portable document format ("pdf') shall be effective as delivery of a manually executed counterpart of this Waiver Letter .

This Waiver Letter shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours, PACIFIC ETHANOL HOLDING CO. LLC,

	By:
		Name:
		Title:

	PACIFIC ETHANOL MADERA LLC,

	By:
		Name:
		Title:

	PACIFIC ETHANOL COLUMBIA, LLC,

	By:
		Name:
		Title:

8.12 - 17

	PACIFIC ETHANOL STOCKTON, LLC,

	By:
		Name:
		Title:

	PACIFIC ETHANOL IMPERIAL, LLC,

	By:
		Name:
		Title:

	PACIFIC ETHANOL MAGIC VALLEY, LLC,

	By:
		Name:
		Title:

8.12 - 18

Agreed as of the date first above written:

[NAME OF ISSUING BANK]

By: ______________________________

Name:

Title:

Attachment — Schedule I Reimbursement Agreement[s]

8.12 - 19

Schedule 1 to

Waiver Letter (Letter of Credit)

REIMBURSEMENT AGREEMENT[S]

8.12 - Schedule 1

EXHIBIT 8.14

to Credit Agreement

[FORM OF]

INSURANCE AND CONDEMNATION PROCEEDS REQUEST CERTIFICATE

Date: [___________ __, ____ ]

[ACCOUNTS BANK]

[ADDRESS]

WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Ave of Americas

New York, NY 10036

Attention: Yolette Salnave / Andrea Bailey

Facsimile: 212-302-7946

Email: ny_agency services@westlb.com

Reference is made to Section 8.14[(c)] [(d)] of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February _________, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

8.14 - -1

The Borrowers hereby direct the Accounts Bank to withdraw and pay from the account entitled [______], No. [______] (the "[Madera] [Boardman] [Stockton] [Brawley] [Burley] Insurance and Condemnation Proceeds Account"), on [__________], 20[___] (the "Insurance and Condemnation Proceeds Withdrawal Date"), the amounts and to the payees, in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Insurance and Condemnation Proceeds Withdrawal Date, as follows:

(a) the undersigned is a Financial Officer of the Borrowers' Agent;

(b) this Insurance and Condemnation Proceeds Request Certificate is being delivered to the Accounts Bank and the Administrative Agent [in connection with a transfer or withdrawal of funds pursuant to Section 8.14(c) of the Credit Agreement, no fewer than three (3) Business Days in advance of] [in connection with a transfer or withdrawal of funds pursuant to Section 8.14(d) of the Credit Agreement not later than 12:00 Noon New York City time on] the Insurance and Condemnation Proceeds Withdrawal Date and the Insurance and Condemnation Proceeds Withdrawal Date is a Business Day;

(d) the funds to be withdrawn from the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Insurance and Condemnation Proceeds Account pursuant to this Insurance and Condemnation Proceeds Request Certificate will be applied directly for the replacement or repair of damaged assets relating to the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Plant to which such [Insurance Proceeds] [Condemnation Proceeds] relate, in accordance with [Section 8.14(c) of the Credit Agreement] [Section 8.14(d) of the Credit Agreement and the Restoration or Replacement Plan attached hereto, which has been approved by [the Administrative Agent (in the case of amounts less than or equal to fifteen million Dollars ($15,000,000) arising from any one claim or any series of claims relating to the same occurrence with respect to the same Plant)] [the Required Lenders (in the case of amounts greater than fifteen million Dollars ($15,000,000) arising from any one claim or any series of claims relating to the same occurrence with respect to the same Plant)] and by the Independent Engineer in accordance with Section 8.14(d)(i) of the Credit Agreement];

(e) no withdrawal has been made from any other Project Account to pay the amounts requested hereby;

(f) this Insurance and Condemnation Proceeds Request Certificate is being delivered, and the withdrawals specified herein are being requested, in accordance with the Credit Agreement and the other Transaction Documents; and

(g) no Notice of Suspension has been delivered that has not been withdrawn and no Default or Event of Default would occur as a result of the transfers or withdrawals requested hereby.

The undersigned officer is executing this Insurance Proceeds Request Certificate not in a individual capacity but in its capacity as an Authorized Officer of the Borrowers' Agent.

8.14 - -2

[The remainder of this page is intentionally blank. The next page is the signature page.]

8.14 - -3

IN WITNESS WHEREOF, the undersigned has caused this Insurance and Condemnation Proceeds Request Certificate to be executed and delivered as of the day and year first above written.

	PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

	By:
		Name:
		Title: Financial Officer

8.14 - -4

Schedule 1 to

Insurance and Condemnation Proceeds Request Certificate

WITHDRAWALS FROM IMADERA1 [BOARDMAN] [STOCKTON]

IBRAWLEYI [BURLEY'

INSURANCE AND CONDEMNATION PROCEEDS ACCOUNT

[details to be attached]

I. Withdrawals from [Madera] [Boardman] [Stockton] [Brawley] [Burley] Insurance and Condemnation Proceeds Account for the replacement or repair of damaged assets.

Payee	Amount	Wire Instructions
	$

8.14 - Schedule 1

EXHIBIT 8.15

to Credit Agreement

[FORM OF]

EXTRAORDINARY PROCEEDS RELEASE NOTICE

Date: [___________ __, ____ ]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.15[(b)][(c)](i) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of [___________________________], by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and transfer, from the account entitled [______], No. [______] (the "Extraordinary Proceeds Account"), on [__________], 20[___] (the "Extraordinary Proceeds Release Date"), [______] Dollars ([$______]) for deposit into the Revenue Account.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Extraordinary Proceeds Release Date, as follows:

(a) The undersigned is an Authorized Officer of the Borrowers' Agent.

8.15 - 1

(b) This Extraordinary Proceeds Release Notice is being delivered to the Accounts Bank not later than 12:00 Noon New York City time on the Extraordinary Proceeds Release Date, and the Extraordinary Proceeds Release Date is a Business Day.

[(d) In the case of transfers requested pursuant to Section 8.15(b)(i) of the Credit Agreement, the aggregate total amount of all proceeds of asset disposals deposited in or credited to the Extraordinary Proceeds Account during the Fiscal Year in which this request is being made is less than two million five hundred thousand Dollars ($2,500,000) (including any amounts previously withdrawn from the Extraordinary Proceeds Account during this Fiscal Year in accordance with Section 8.15(b)(i) of the Credit Agreement pursuant to any previous Extraordinary Proceeds Release Notice).]

[(d) In the case of transfers requested pursuant to Section 8.15(c)(i) of the Credit Agreement, the aggregate total amount of all Project Document Termination Payments deposited in or credited to the Extraordinary Proceeds Account during the Fiscal Year in which this request is being made is less than five million Dollars ($5,000,000) (including any amounts previously withdrawn from the Extraordinary Proceeds Account during this Fiscal Year in accordance with Section 8.15(c)(i) of the Credit Agreement pursuant to any previous Extraordinary Proceeds Release Notice).]

(e) No Notice of Suspension is in effect and no Default or Event of Default would occur after giving effect to any application of funds contemplated hereby.

The undersigned officer is executing this Extraordinary Proceeds Release Notice not in an individual capacity but in its capacity as an Authorized Officer of the Borrower's Agent.

[The remainder of this page is intentionally blank. The next page is the signature page.]

CC: ADMINISTRATIVE AGENT

8.15 - 2

IN WITNESS WHEREOF, the undersigned has caused this Extraordinary Proceeds Release Notice to be executed and delivered as of the day and year first above written.

	PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

	By:
		Name:
		Title:

8.15 - 3

EXHIBIT 8.16

to Credit Agreement

[FORM OF]

WARRANTY PROCEEDS REOUEST CERTIFICATE

Date: [___________ __, ____ ]

[ACCOUNTS BANK]

[ADDRESS]

Reference is made to Section 8.16(b) of the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of [___________________________], by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party thereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent.

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

The Borrowers hereby direct the Accounts Bank to withdraw and pay from the account entitled [______], No. [______] (the "[Madera] [Boardman] [Stockton] [Brawley] [Burley] Warranty Account"), on [__________], 20[___] (the "Warranty Proceeds Withdrawal Date"), the amounts and to the payees, in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrowers, hereby represents and certifies, as of the date hereof and as of the Warranty Proceeds Withdrawal Date, as follows:

8.16 - 1

(a) This Warranty Proceeds Request Certificate is being delivered to the Accounts Bank not later than 12:00 noon New York City time on the Warranty Proceeds Withdrawal Date, and the Warranty Proceeds Withdrawal Date is a Business Day.

(b) The undersigned is an Authorized Officer of the Borrowers' Agent.

(d) The funds to be withdrawn from the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Warranty Account pursuant to this Warranty Proceeds Request Certificate will be applied directly to costs and expenses due and owing with respect to Warranty Work to which such Warranty Proceeds relate that has been performed by or on behalf of the Borrowers with respect to the [Madera] [Boardman] [Stockton] [Brawley] [Burley] Plant, and the nature of such Warranty Work is described on Schedule 2 hereto.

(e) No withdrawal has been made from any other Project Account to pay the amounts requested hereby.

(f) No Notice of Suspension is in Effect and no Default or Event of Default has occurred and is continuing or would occur as a result of the withdrawals requested hereby.

CC: Administrative Agent

Independent Engineer

[The remainder of this page is intentionally blank. The next page is the signature page.]

8.16 - 2

IN WITNESS WHEREOF, the undersigned has caused this Warranty Proceeds Request Certificate to be executed and delivered as of the day and year first above written.

	PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent

	By:
		Name:
		Title: Financial Officer

8.16 - 3

Schedule 1 to

Warranty Proceeds Request Certificate

WITHDRAWALS FROM [MADERA] [BOARDMAN] [STOCKTON]

[BRAWLEY] [BURLEY]

WARRANTY ACCOUNT

[details to be attached]

I. Withdrawals from [Madera] [Boardman] [Stockton] [Brawley] [Burley] Warranty

Proceeds Account for the payment of amounts due and owing for warranty work.

Payee	Amount	Wire Instructions
	$

8.16 - 4

Schedule 2 to

Warranty Proceeds Request Certificate

DESCRIPTION OF WARRANTY WORK

[Details to be attached]

8.16 - 5

EXHIBIT 11.03

to Credit Agreement

[FORM OF]

LENDER ASSIGNMENT AGREEMENT

This LENDER ASSIGNMENT AGREEMENT (this "Agreement"), dated as of [_____________], is by and between [_____________] (the "Assignor") and [_____________] (the "Assignee").

RECITALS

WHEREAS, the Assignor is party to the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of February ______, 2007, by and among PACIFIC ETHANOL HOLDING CO. LLC, a Delaware limited liability company, PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company, PACIFIC ETHANOL COLUMBIA, LLC, a Delaware limited liability company, PACIFIC ETHANOL STOCKTON, LLC, a Delaware limited liability company, PACIFIC ETHANOL IMPERIAL, LLC, a Delaware limited liability company and PACIFIC ETHANOL MAGIC VALLEY, LLC, a Delaware limited liability company, as Borrowers, PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers' Agent, each of the Lenders from time to time party hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties, UNION BANK OF CALIFORNIA, N.A., as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Lead Arranger and Sole Bookrunner, MIZUHO CORPORATE BANK, LTD., as Lead Arranger and Co-Syndication Agent, CIT CAPITAL SECURITIES LLC, as Lead Arranger and Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lead Arranger and Co-Documentation Agent, and BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH, as Lead Arranger and Co- Documentation Agent;

WHEREAS, Assignor desires to assign certain of its interests under the Credit Agreement to Assignee in accordance with Section 11.03(b) thereof;

WHEREAS, as provided under the Credit Agreement, Assignor is a Lender of [Tranche A Construction Loans] [Tranche B Construction Loans] [Working Capital Loans] [Tranche A Term Loans] [Tranche B Term Loans] and, as such, as of the date hereof has the outstanding Commitments and has disbursed the outstanding Loans as set forth in Annex A hereto;

11.03 - 1

WHEREAS, Assignor proposes to sell, assign and transfer to the Assignee, and the Assignee proposes to accept and assume from the Assignor, a ([___] percent ([___]%) interest in all of the rights and obligations of the Assignor under the Credit Agreement and the other Financing Documents (which includes the outstanding Loans disbursed by and owing to, and the undisbursed Commitments of, Assignor and Assignor's participation in the Issuing Bank's liability under each outstanding Letter of Credit), all on the terms and subject to the conditions of this Agreement (such interest in such rights and obligations being hereinafter referred to as the "Assigned Interest"); and

WHEREAS, after giving effect to the assignment and assumption under this agreement, the respective Loans and Commitments of Assignor and Assignee shall be in the amounts set forth on Annex A.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

Section 2. Assignment.

(a) As of the effective date set forth on the signature page to this Agreement (the "Effective Date"), subject to and in accordance with the Credit Agreement, the Assignor irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to Assignee, and the Assignee irrevocably purchases from the Assignor, the Assigned Interest, which shall include (i) all of Assignor's rights and obligations in its capacity as a Lender with respect to the Assigned Interest under the Credit Agreement, each other Financing Document, and any other documents or instruments delivered pursuant thereto or in connection therewith to the extent related to the Assigned Interest and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender), to the extent related to the Assigned Interest, against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, each other Financing Document, and any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity (the foregoing rights, obligations and interests, collectively, the "Assigned Rights").

(b) Upon acceptance and recording of the assignment and assumption made pursuant to this Agreement by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest and the Assigned Rights (including all payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued prior to the Effective Date and to the Assignee for amounts that have accrued from and including the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Each of the Assignor and the Assignee agrees that if it receives any amount under the Credit Agreement or any other Financing Document that is for the account of the other, it shall hold the same for the other to the extent of the other's interest therein and shall pay promptly the same to the other.

11.03 - 2

Section 3. Payments. [(a)] As consideration for the sale, assignment and transfer contemplated in Section 2 hereof, the Assignee shall pay to the Assignor, on the Effective Date, in the lawful currency of the United States and in immediately available funds, an amount equal to [_________] Dollars ($[____]), without set-off, counterclaim or deduction of any kind. [(b) As a condition to the Effective Date, Assignee shall pay to the Administrative Agent in the lawful currency of the United States and in immediately available funds the processing and recordation fee of two thousand five hundred Dollars ($2,500), without set-off, counterclaim or deduction of any kind.]

Section 4. Representations, Warranties and Undertakings.

(a) The Assignor (i) represents and warrants that (A) it is the legal and beneficial owner of the Assigned Interest and such Assigned Interest is free and clear of any Lien or adverse claim and (B) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (ii) makes no representation or warranty and assumes no responsibility with respect to (A) any statements, warranties or representations made in or in connection with the Credit Agreement or the other Financing Documents or the execution, legality, validity, enforceability or genuineness, or sufficiency of value of the Credit Agreement, the other Financing Documents, or any other instrument or document furnished pursuant thereto or in connection therewith or (B) the financial condition of any Borrower, any other Loan Party or any Project Party or the performance or observance by any Borrower or any other Person of any of its obligations under the Credit Agreement, any other Financing Document, or any other instrument or document furnished pursuant thereto or in connection therewith.

(b) The Assignee (i) represents and warrants that it (A) has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the other Financing Documents, and (B) meets all requirements of an Eligible Assignee, (ii) acknowledges and confirms that it has received a copy of the Credit Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the Assigned Interest and assume the Assigned Rights, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Senior Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, any Borrower, or any other Senior Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Financing Document, (iv) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement or the other Financing Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (v) will perform in accordance with their terms all of the obligations that by the terms of the Financing Documents are required to be performed by it as a Lender. The Assignee further confirms and agrees that in becoming a Lender and in making its Loans under the Credit Agreement, such actions have and will be made without recourse to, or representation or warranty, by any Senior Secured Party.

11.03 - 3

(c) The Assignee further agrees to furnish the tax form required by Section 4.07(e) (if so required) of the Credit Agreement no later than the Effective Date.

Section 5. Effectiveness.

(a) The effectiveness of the sale, assignment and transfer hereunder is subject to (i) the due execution and delivery of this Agreement by the Assignor and the Assignee, (ii) the receipt by the Assignor of the payment provided for in Section 3(a) hereof, (iii) consent by the Administrative Agent to this Agreement and the assignment contemplated hereby, (iv) the receipt by the Administrative Agent of the processing and recordation fee provided for in Section 3(b) hereof, [and] (v) the registration of such assignment by the Administrative Agent in the Register in accordance with Section 11.03 of the Credit Agreement [, and (vi) consent by the Borrowers' Agent to this Agreement and the assignment contemplated hereby]1.

(b) Simultaneously with the execution and delivery by the parties hereto of this Agreement to the Administrative Agent for its recording in the Register, the Assignor shall deliver its Note (if any) to the Administrative Agent and may request that new Notes be executed and delivered to [the Assignor and] the Assignee and reflecting [the respective amounts of the reduced undisbursed Commitment and outstanding principal of Assignor and] the assigned and assumed outstanding principal and undisbursed Commitment of the Assignee (plus, if the Assignee is already a Lender, the amount of its outstanding principal and undisbursed Commitment immediately prior to the assignment effected hereby). Any such new Note shall carry the rights to unpaid accrued interest that were carried by any applicable superseded Note(s) such that no loss of interest shall result therefrom. Any applicable new Note executed and delivered in accordance with the foregoing shall have set forth thereon a legend substantially in the following form:

1 The Acknowledgment of this Agreement by the Borrowers' Agent is required only if the Assignor transfers or assigns its rights or obligations under any Tranche A Loan or any Working Capital Loan, and such transfer or assignment follows a Successful Syndication, provided no Default or Event of Default has occurred and is continuing.

11.03 - 4

"This Note is issued in replacement of [describe replaced note] and, notwithstanding the date of this Note, this Note carries all of the rights to unpaid interest that were carried by such replaced Note, such that no loss of interest shall result from any such replacement."

If the Assignee is already a Lender, it shall (promptly following its receipt of such new Note payable to it) return to the Borrower the prior Note, if any, held by it.

(i) the Assignee shall be deemed automatically to have become a party to, and the Assignee agrees that it will be bound by the terms and conditions set forth in, the Credit Agreement, and shall have all the rights and obligations of a "Lender" under the Credit Agreement and the other Financing Documents as if it were an original signatory thereto or an original Lender thereunder with respect to the Assigned Interest and the Assigned Rights; and

(ii) the Assignor shall relinquish its rights (but shall continue to be entitled to the benefits of Sections 11.07 (Costs and Expenses) and 11.09 (Indemnification by the Borrowers) of the Credit Agreement) and be released from its obligations under the Credit Agreement and the other Financing Documents to the extent specified herein.

Section 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

Section 7. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopy or portable document format ("pdf') shall be effective as delivery of a manually executed counterpart of this Agreement.

11.03 - 5

Section 8. Further Assurances. The Assignor and the Assignee hereby agree to execute and deliver such other instruments, and take such other action, as either party or the Administrative Agent may reasonably request in connection with the transactions contemplated by this Agreement including, without limitation, the delivery of any notices to the Borrowers or the Agents that may be required in connection with the assignment contemplated hereby.

Section 9. Binding Effect; Amendment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, subject, however, to the provisions of the Credit Agreement. No provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing signed by each party hereto and by the Administrative Agent.

Section 10. Administrative Agent Enforcement. The Administrative Agent shall be entitled to rely upon and enforce this Agreement against the Assignor and the Assignee in all respects.

[The remainder of this page is intentionally blank. The next page is the signature page.]

11.03 - 6

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Lender Assignment Agreement to be executed by their duly authorized officers.

The effective date for this Agreement is [the date this Agreement is acknowledged and accepted by the Administrative Agent [and the Borrowers' Agent]] [___________, 20[___] (the "Trade Date")].

	[ASSIGNOR]

	By:
		Name:
		Title:

	[ASSIGNEE]

	By:
		Name:
		Title:

Accepted and Acknowledged

this ___ day of _______, 20___

WESTLB AG, NEW YORK BRANCH,

as Administrative Agent

By: ______________________________

Name:

Title:

By: ______________________________

Name:

Title:

11.03 - 7

[(If Applicable)

PACIFIC ETHANOL HOLDING CO. LLC,

as Borrowers' Agent

By: ______________________________

Name:

Title:]

11.03 - 8

Annex A

to Lender Assignment Agreement

[Note: Include only those Loans that Assignor has an interest in.]

Loan	Assignor's Undisbursed Commitment Pre- Assignment	Assignor's Outstanding Loans Pre- Assignment	Percentage (of Assignor's interests) Assigned	Assignor's Undisbursed Commitment Post- Assignment	Assignor's Outstanding Loans Post- Assignment	Assignee's Undisbursed Commitment Post- Assignment*	Assignee's Outstanding Loans Post- Assignment*
Tranche A Construction Loans	$	$	%	$	$	$	$
Tranche B Construction Loans	$	$	%	$	$	$	$
Working Capital Loans	$	$	%	$	$	$	$
Tranche A Term Loans	$	$	%	$	$	$	$
Tranche B Term Loans	$	$	%	$	$	$	$

If Assignee is already a Lender, this number should be calculated taking into account only the Commitments and Loans assumed by Assignee pursuant to this Agreement.

11.03 - 9

SCHEDULE 1.01(a)

to Credit Agreement

LENDERS, LOAN COMMITMENTS AND OFFICES

I. TRANCHE A LOANS

TRANCHE A LENDER	TRANCHE A CONSTRUCTION LOAN COMMITMENT	TRANCHE A TERM LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
WestLB AG, New York Branch	$33,128,000.00	$33,128,000.00	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946
Mizuho Corporate Bank, Ltd.	$33,128,000.00	$33,128,000.00	Mizuho Corporate Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020	Mizuho Corporate Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020
Banco Santander Central Hispano, S.A.	$33,128,000.00	$33,128,000.00	Banco Santander Central Hispano, S.A. 45 East 53rd St. New York, NY 10022 Attention: Ligia Castro Telephone: 212-350-3677 Facsimile: 212-350-3647	Banco Santander Central Hispano, S.A. 45 East 53rd St. New York, NY 10022 Attention: Ligia Castro Telephone: 212-350-3677 Facsimile: 212-350-3647

1.01(a)-1

TRANCHE A LENDER	TRANCHE A CONSTRUCTION LOAN COMMITMENT	TRANCHE A TERM LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
CIT Capital USA Inc.	$33,128,000.00	$33,128,000.00	CIT Capital USA Inc. 505 Fifth Ave., 10th Floor New York, NY 10017 Attention: Robert Sexton, Managing Director Telephone: 212-771-6006 Facsimile: 212-771-6023	CIT Capital USA Inc. 505 Fifth Ave., 10th Floor New York, NY 10017 Attention: Robert Sexton, Managing Director Telephone: 212-771-600 Facsimile: 212-771-6023
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch	$23,128,000.00	$23,128,000.00	Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240	Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240
Metropolitan Life Insurance Company	$27,270,000.00	$27,270,000.00	JPMorgan Chase Bank 4 New York Plaza New York, NY 10005 Attention: Michael T. Foresta Telephone: 212-552-2845 Facsimile: 212-552-0422	n/a
Norddeutsche Landesbank Girozentrale New York Branch and/or Cayman Island Branch	$27,270,000.00	$27,270,000.00	Nord/LB New York Branch 1114 Avenue of the Americas, 37th Floor New York, NY 10036	Nord/LB Cayman Island Branch 114 Ave. of the Americas, 37th New York, NY 10036

1.01(a)-2

TRANCHE A LENDER	TRANCHE A CONSTRUCTION LOAN COMMITMENT	TRANCHE A TERM LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
GreenStone Farm Credit Services, ACA/FLCA	$9,090,000.00	$9,090,000.00	GreenStone Farm Credit Services, ACA/FLCA 1760 Abbey Road, Ste. 320 East Lansing, MI 48823 Attention: Ben Mahlich Telephone: 517-318-4110 Facsimile: 517-318-4148	GreenStone Farm Credit Services, ACA/FLCA 1760 Abbey Road, Ste. 320 East Lansing, MI 48823 Attention: Ben Mahlich Telephone: 517-318-4110 Facsimile: 517-318-4148
Nordkap Bank AG	$9,090,000.00	$9,090,000.00	n/a	Nordkap Bank AG Thurgauerstrasse 54 8050 Zurich, Switzerland- CH Attention: Batchimeg Gadola Telephone: 41-44-3064920 Facsimile: 41-44-306- 4911
Northwest Farm Credit Services, FLCA	$9,090,000.00	$9,090,000.00	Northwest Farm Credit Services, FLCA 1700 South Assembly St. Spokane, WA 99224 Attention: Jim Allen Telephone: 509-340-5555 Facsimile 509-340-5503	Northwest Farm Credit Services, FLCA 1700 South Assembly St. Spokane, WA 99224 Attention: Jim Allen Telephone: 509-340-5555 Facsimile 509-340-5503
ShoreBank Pacific	$2,550,000.00	$2,550,000.00	ShoreBank Pacific 203 Howerton Way SE, PO Box 400 Ilwaco, WA 98631 Attention: Randell Leach Telephone: 503-916-1552 Facsimile: 503-493-9604	n/a

1.01(a)-3

II. TRANCHE B LOANS

TRANCHE B LENDER	TRANCHE B CONSTRUCTION LOAN COMMITMENT	TRANCHE B TERM LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
WestLB AG, New York Branch	$50,000,000.00	$50,000,000.00	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch	$10,000,000.00	$10,000,000.00	Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240	Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240

1.01(a)-4

III. WORKING CAPITAL LOANS

WORKING CAPITAL LENDER	WORKING CAPITAL CONSTRUCTION LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
WestLB AG, New York Branch	$3,312,000.00	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946	WestLB AG, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attention: Cheryl Wilson Telephone: 212-852-6152 Facsimile: 212-302-7946
Mizuho Corporate Bank, Ltd.	$3,312,000.00	Mizuho Corporate Bank, Ltd. 1251 Ave. of the Americas New York, NY 10020	Mizuho Corporate Bank, Ltd. 1251 Ave. of the Americas New York, NY 10020
Banco Santander Central Hispano, S.A.	$3,312,000.00	Banco Santander Central Hispano, S.A. 45 East 53rd St. New York, NY 10022 Attention: Ligia Castro Telephone: 212-350-3677 Facsimile: 212-350-3647	Banco Santander Central Hispano, S.A. 45 East 53rd St. New York, NY 10022 Attention: Ligia Castro Telephone: 212-350-3677 Facsimile: 212-350-3647
CIT Capital USA Inc.	$3,312,000.00	C1T Capital USA Inc. 505 Fifth Ave., 10th Floor New York, NY 10017 Attention: Robert Sexton, Managing Director Telephone: 212-771-6006 Facsimile: 212-771-6023	C1T Capital USA Inc. 505 Fifth Ave., 10th Floor New York, NY 10017 Attention: Robert Sexton, Managing Director Telephone: 212-771-6006 Facsimile: 212-771-6023
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch	$3,312,000.00	Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240	CoOperatieve Centrale RaiffeisenBoerenleenbank B.A., "Rabobank Nederland," New York Branch 123 North Wacker Drive, Ste. 2100 Chicago, IL 60606 Attention: Brad Peterson Telephone: 312-408-8222 Facsimile: 312-408-8240

1.01(a)-5

WORKING CAPITAL LENDER	WORKING CAPITAL CONSTRUCTIO LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
Metropolitan Life Insurance Company	$2,730,000.00	JPMorgan Chase Bank 4 New York Plaza New York, NY 10005 Attention: Michael T. Foresta Telephone: 212-552-2845 Facsimile: 212-552-0422	n/a
Norddeutsche Landesbank Girozentrale New York Branch and/or Cayman Island Branch	$2,730,000.00	Nord/LB New York Branch 1114 Ave. of the Americas, 37th Floor New York, NY 10036	Nord/LB Cayman Island Branch 1114 Ave. of the Americas, 37th Floor New York, NY 10036
GreenStone Farm Credit Services, ACA/FLCA	$910,000.00	GreenStone Farm Credit Services, ACA/FLCA 1760 Abbey Road, Suite 320 East Lansing, MI 48823 Attention: Ben Mahlich Telephone: 517-318-4110 Facsimile: 517-318-4148	GreenStone Farm Credit Services, ACA/FLCA 1760 Abbey Road, Suite 320 East Lansing, M1 48823 Attention: Ben Mahlich Telephone: 517-318-4110 Facsimile: 517-318-4148
Nordkap Bank AG	$910,000.00	n/a	Nordkap Bank AG Thurgauerstrasse 54 8050 Zurich, Switzerland-CH Attention: Batchimeg Gadola Telephone: 41-44-306-4920 Facsimile: 41-44-306-4911
Northwest Farm Credit Services, FLCA	$910,000.00	Northwest Farm Credit Services, FLCA 1700 South Assembly St. Spokane, WA 99224 Attention: Jim Allen Telephone: 509-340-5555 Facsimile 509-340-5503	Northwest Farm Credit Services, FLCA 1700 South Assembly St. Spokane, WA 99224 Attention: Jim Allen Telephone: 509-340-5555 Facsimile 509-340-5503

1.01(a)-6

WORKING CAPITALLENDER	WORKING CAPITAL CONSTRUCTION LOAN COMMITMENT	DOMESTIC OFFICE	EURODOLLAR OFFICE
ShoreBank Pacific	$250,000.00	ShoreBank Pacific 203 Howerton Way SE, PO Box 400 Ilwaco, WA 98631 Attention: Randell Leach Telephone: 503-916-1552 Facsimile: 5 03 -493-9604	n/a

1.01(a)-7

SCHEDULE 2.08(e)

1. Ethanol Production Capacity. In the event that any Plant achieves its Commercial Operation Date and fails to meet such Plant's Performance Guarantee for ethanol production capacity, then both the Construction Loan Commitments for such Plant and the Term Loan Commitments shall be automatically and permanently reduced on the Commercial Operation Date for such Plant by $1.15384615 for each denatured gallon (or which equals $1.21153846 for each undenatured gallon) per year of deviation below the Performance Guarantee for ethanol production capacity for such Plant.

2. Other Performance Criteria. In the event that any Plant achieves its Commercial Operation Date and fails to meet such Plant's Performance Guarantees for corn yield, electricity consumption or natural gas consumption, both the Construction Loan Commitments for such Plant and the Term Loan Commitments shall be automatically and permanently reduced on the Commercial Operation Date for such Plant in the manner set forth below.

The impact of deviations from each Plant's Performance Guarantees for corn yield, electricity consumption or natural gas consumption shall be calculated on an aggregate basis for such Plant, and the impact of performance better than the level of such Performance Guarantees shall be set off against the impact of performance lower than the level of such Performance Guarantees; provided, however, in no event shall this result in an increase in either the Construction Loan Commitments for such Plant or the Term Loan Commitments.

A. Madera Plant

Performance Criteria	Impact on Commitment

Corn Yield	$225,908 per 0.01 undenatured gallon/bushel of deviation from the Performance Guarantee for corn yield for the Madera Plant
Electricity Consumption	$64,214 per 0.01 kWh/undenatured gallon of deviation from the Performance Guarantee for electricity consumption for the Madera Plant
Natural Gas Consumption	$61,035 per 100 natural gas BTUs/undenatured gallon of deviation from the Performance Guarantee for natural gas consumption for the Madera Plant

2.08(e)-1

B. Boardman Plant

Performance Criteria	Impact on Commitment

Corn Yield	$226,319 per 0.01 undenatured gallon/bushel of deviation from the Performance Guarantee for corn yield for the Boardman Plant
Electricity Consumption	$39,452 per 0.01 kWh/undenatured gallon of deviation from the Performance Guarantee for electricity consumption for the Boardman Plant
Natural Gas Consumption	$58,592 per 100 natural gas BTUs/undenatured gallon of deviation from the Performance Guarantee for natural gas consumption for the Boardman Plant

C. Stockton Plant

Performance Criteria	Impact on Commitment

Corn Yield	$406,449 per 0.01 undenatured gallon/bushel of deviation from the Performance Guarantee for corn yield for the Stockton Plant
Electricity Consumption	$108,778 per 0.01 kWh/undenatured gallon of deviation from the Performance Guarantee for electricity consumption for the Stockton Plant
Natural Gas Consumption	$108,835 per 100 natural gas BTUs/undenatured gallon of deviation from the Performance Guarantee for natural gas consumption for the Stockton Plant

2.08(e)-2

D. Brawley Plant

Performance Criteria	Impact on Commitment

Corn Yield	$413,714 per 0.01 undenatured gallon/bushel of deviation from the Performance Guarantee for corn yield for the Brawley Plant
Electricity Consumption	$104,089 per 0.01 kWh/undenatured gallon of deviation from the Performance Guarantee for electricity consumption for the Brawley Plant
Natural Gas Consumption	$109,929 per 100 natural gas BTUs/undenatured gallon of deviation from the Performance Guarantee for natural gas consumption for the Brawley Plant

2.08(e)-3

E. Burley Plant

Corn Yield	$344,122 per 0.01 undenatured gallon/bushel of deviation from the Performance Guarantee for corn yield for the Burley Plant
Electricity Consumption	$42,739 per 0.01 kWh/undenatured gallon of deviation from the Performance Guarantee for electricity consumption for the Burley Plant
Natural Gas Consumption	$92,480 per 100 natural gas BTUs/undenatured gallon of deviation from the Performance Guarantee for natural gas consumption for the Burley Plant

2.08(e)-4

SCHEDULE 2.09

to Credit Agreement

TRANCHE REALLOCATION ELIGIBLE

LENDERS AND COMMITMENTS

TRANCHE REALLOCATION ELIGIBLE LENDER	TRANCHE REALLOCATION - ELIGIBLE COMMITMENTS
WestLB AG, New York Branch	$10,000,000.00
Mizuho Corporate Bank, Ltd.	$10,000,000.00
Banco Santander Central Hispano, S.A.	$10,000,000.00
CIT Capital USA Inc.	$10,000,000.00

2.09-1

SCHEDULE 5.11

to Credit Agreement

CONTRACTS

PART A

I. Pacific Ethanol Madera LLC Project Documents

1.	Amended and Restated Phase 1 Design-Build Agreement, dated November 2, 2005, between Pacific Ethanol Madera LLC and W.M. Lyles Co.

2.	Phase 2 Design-Build Agreement, dated November 2, 2005, between Pacific Ethanol Madera LLC and W.M. Lyles Co.

3.	Second Amended and Restated Ethanol Marketing Agreement (Madera Project), dated the Closing Date, between Pacific Ethanol Madera LLC and Kinergy Marketing, LLC *

4.	WDG Marketing and Services Agreement, dated March 4, 2005, among Pacific Ethanol, Inc., Phoenix Bio Industries and Western Milling LLC

5.	Second Amended and Restated Operation and Maintenance Agreement (Madera), dated the Closing Date, between Pacific Ethanol Madera LLC and Pacific Ethanol California, Inc. *

6.	License of Technology, dated November 3, 2005, between Pacific Ethanol Madera LLC and Delta-T Corporation

7.	Payoff Letter, dated the Closing Date, among Pacific Ethanol Madera LLC, Hudson United Capital, a Division of TD Banknorth, N.A. and Comerica Bank

Each of the contracts, agreements, instruments, letters, understandings, or other documentation to which Pacific Ethanol Madera LLC is a party or by which it or any of its properties is bound which are listed on the Title Insurance Policy for the Madera Site delivered on the Closing Date pursuant to Section 6.01(r) of the Credit Agreement.

II. Pacific Ethanol Columbia, LLC Project Documents

1.	Construction Agreement for the Boardman Project, dated August 28, 2006, between Pacific Ethanol Columbia, LLC and Parsons RCIE Inc.

2.	Engineering, Procurement and Technology License Agreement, dated September 6, 2006, between Pacific Ethanol Columbia, LLC and Delta-T Corporation

5.11-1

3.	Construction Management Agreement (Boardman Project), dated the Closing Date, between Pacific Ethanol Columbia, LLC and Pacific Ethanol California, Inc. *

4.	Construction Contract (Boardman Grain Facilities), dated June 9, 2006, between Pacific Ethanol Columbia, LLC and the Ken Bratney Company

5.	Construction Contract, dated May 18, 2006, between Pacific Ethanol Columbia, LLC and Swaggart Brothers, Inc.

6.	Ethanol Marketing Agreement (Boardman Project), dated the Closing Date, between Pacific Ethanol Columbia, LLC and Kinergy Marketing, LLC *

7.	Distillers Grains Marketing Agreement (Boardman Project), dated the Closing Date, between Pacific Ethanol Columbia, LLC and Pacific Ag. Products, LLC *

8.	Port of Morrow Lease, dated April 20, 2006, between Pacific Ethanol Columbia, LLC and the Port of Morrow

9.	Operation and Maintenance Agreement (Boardman Project), dated the Closing Date, between Pacific Ethanol Columbia, LLC and Pacific Ethanol California, Inc. *

10.	Transportation and Dock Services Agreement, dated February 15, 2007, among Pacific Ethanol Columbia, LLC, Tidewater Terminal Co. and Tidewater Barge Lines, Inc.

11.	Deposit Escrow Agreement, dated February 15, 2007, among Pacific Ethanol Columbia, LLC, U.S. Bank National Association, Tidewater Terminal Co. and Tidewater Barge Lines, Inc.

12.

Each of the contracts, agreements, instruments, letters, understandings, or other documentation to which Pacific Ethanol Columbia, LLC is a party or by which it or any of its properties is bound which are listed on the Title Insurance Policy for the Boardman Plant delivered on the Closing Date pursuant to Section 6.01(r) of the Credit Agreement.

HI. Pacific Ethanol Stockton, LLC Project Documents

1.	Construction Management Agreement (Stockton Project), dated the Closing Date, between Pacific Ethanol Stockton, LLC and Pacific Ethanol California, Inc.*

2.	Ethanol Marketing Agreement (Stockton Project), dated the Closing Date, between Pacific Ethanol Stockton, LLC and Kinergy Marketing, LLC *

3.	Distillers Grains Marketing Agreement (Stockton Project), dated the ClosingDate, between Pacific Ethanol Stockton, LLC and Pacific Ag. Products, LLC *

5.11-2

4.	Operation and Maintenance Agreement (Stockton Project), dated the Closing Date, between Pacific Ethanol Stockton, LLC and Pacific Ethanol California, Inc.*

5.	Engineering, Procurement and Technology License Agreement, General Conditions (Plant No. 3), dated September 6, 2006, between Pacific Ethanol Stockton, LLC (as assignee of Pacific Ethanol, Inc.) and Delta-T Corporation

IV. Pacific Ethanol Imperial, LLC Project Documents

1.	Construction Management Agreement (Brawley Project), dated the Closing Date, between Pacific Ethanol Imperial, LLC and Pacific Ethanol California, Inc. *

2.	Ethanol Marketing Agreement (Brawley Project), dated the Closing Date, between Pacific Ethanol Imperial, LLC and Kinergy Marketing, LLC *

3.	Distillers Grains Marketing Agreement (Brawley Project), dated the Closing Date, between Pacific Ethanol Imperial, LLC and Pacific Ag. Products, LLC *

4.	Operation and Maintenance Agreement (Brawley Project), dated the Closing Date, between Pacific Ethanol Imperial, LLC and Pacific Ethanol California, Inc.*

5.	Engineering, Procurement and Technology License Agreement, General Conditions (Plant No. 5), dated September 6, 2006, between Pacific Ethanol Imperial, LLC (as assignee of Pacific Ethanol, Inc.) and Delta-T Corporation

V. Pacific Ethanol Magic Valley, LLC Project Documents

1.	Construction Management Agreement (Burley Project), dated the Closing Date, between Pacific Ethanol Magic Valley, LLC and Pacific Ethanol California, Inc. *

2.	Ethanol Marketing Agreement (Burley Project), dated the Closing Date, between Pacific Ethanol Magic Valley, LLC and Kinergy Marketing, LLC *

3.	Distillers Grains Marketing Agreement (Burley Project), dated the Closing Date, between Pacific Ethanol Magic Valley, LLC and Pacific Ag. Products, LLC *

4.	Operation and Maintenance Agreement (Burley Project), dated the Closing Date, between Pacific Ethanol Magic Valley, LLC and Pacific Ethanol California, Inc. *

5.	Engineering, Procurement and Technology License Agreement, General Conditions (Plant No. 4), dated September 6, 2006, between Pacific Ethanol Magic Valley, LLC (as assignee of Pacific Ethanol, Inc.) and Delta-T Corporation

VI. Pacific Ethanol Holding Co. LLC Project Documents

5.11-3

1.	Indemnity and Fee Agreement, dated the Closing Date, among Pacific Ethanol Holding Co. LLC, Michael C. Doyle and Stewart Management Company

2.	Corn Procurement and Handling Agreement, dated the Closing Date, between Pacific Ethanol Holding Co. LLC and Pacific Ag. Products, LLC *

PART B

Not applicable.

* All agreements marked with an * are Affiliate agreements.

5.11-4

SCHEDULE 5.12

to Credit Agreement

UCC FILING OFFICES

UCC Filing Offices

Pacific Ethanol California, Inc.

Office of the Secretary of State of the State of California

Pacific Ethanol Holding Co. LLC

Office of the Secretary of State of the State of Delaware

Pacific Ethanol Madera LLC

Office of the Secretary of State of the State of Delaware

Pacific Ethanol Columbia, LLC

Office of the Secretary of State of the State of Delaware

Pacific Ethanol Stockton, LLC

Office of the Secretary of the State of the State of Delaware, on the date of initial Funding for the Stockton Plant

Pacific Ethanol Imperial, LLC

Office of the Secretary of the State of the State of Delaware, on the date of initial Funding for the Brawley Plant

Pacific Ethanol Magic Valley, LLC

Office of the Secretary of the State of the State of Delaware, on the date of initial Funding for the Burley Plant

Mortgage Recording Offices

Pacific Ethanol Madera LLC

County Recorder's Office for the County of Madera (California)

Pacific Ethanol Columbia, LLC

Morrow County Recorder's Office (Oregon)

Pacific Ethanol Stockton, LLC

County of San Joaquin Office of the Assessor-Recorder-County Clerk (California)

Pacific Ethanol Imperial, LLC

Imperial County Recorder's Office (California)

5.12-1

Pacific Ethanol Magic Valley, LLC

Cassia County Recorder's Office (Idaho)

**With respect to the filings to be made in the Office of the Secretary of State of the State of Delaware and in the Office of the Secretary of State of the State of California, pursuant to Section 9-515 of the Uniform Commercial Code as now in effect in the State of Delaware and the State of California, respectively, the effectiveness of a filed financing statement lapses on the expiration of the date that is five years after the date of filing, unless before the lapse a continuation statement is filed in accordance with Section 9-515(d) within the six-month period prior to the expiration of the applicable five-year period.

5.12-2

SCHEDULE 5.13(a)

to Credit Agreement

SITE DESCRIPTIONS

MADERA

PARCEL A:

A PARCEL OF LAND LYING IN THE NORTH 'A OF SECTION 2, TOWNSHIP 12 SOUTH, RANGE 18 EAST, MOUNT DIABLO BASE AND MERIDIAN ACCORDING TO THE OFFICIAL PLAT THEREOF, BEING ALSO A PORTION OF PARCEL 1 OF PARCEL MAP NO. 1121, RECORDED IN BOOK 23 OF MAPS, AT PAGE 11, MADERA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL I; THENCE NORTH 00° 31' 16" EAST ALONG THE WEST LINE OF SAID PARCEL 1 A DISTANCE OF 2,412.82 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 1; THENCE SOUTH 89° 16' 26" EAST ALONG THE NORTH LINE OF SAID PARCEL I A DISTANCE OF 874.08 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF THE ATCHESON TOPEKA AND SANTA FE RAILROAD COMPANY'S RIGHT-OF-WAY; THENCE SOUTH 35° 19' 16" EAST ALONG SAID RAILROAD RIGHT-OF-WAY LINE A DISTANCE OF 2,457.39 FEET; THENCE SOUTH 89° 55' 38" WEST AND PARALLEL WITH THE SOUTH LINE OF SAID PARCEL 1 A DISTANCE OF 855.09 FEET; THENCE SOUTH 00° 27' 17" WEST A DISTANCE OF 393.68 FEET TO A POINT ON THE SOUTH LINE OF SAID PARCEL 1, SAID POINT BEING ALSO THE NORTHWEST CORNER OF PARCEL 1 OF PARCEL MAP NO. 2031, RECORDED IN BOOK 27 OF MAPS, AT PAGE 140, MADERA COUNTY RECORDS; THENCE SOUTH 89° 55' 38" WEST ALONG THE SOUTH LINE OF PARCEL 1 OF SAID PARCEL MAP NO. 1121 A DISTANCE OF 643.46 FEET TO THE CENTER OF SAID SECTION 2; THENCE CONTINUING SOUTH 89° 55' 38" WEST ALONG THE SOUTH LINE OF LAST SAID PARCEL 1 A DISTANCE OF 815.04 FEET TO THE POINT OF BEGINNING.

APN: 047-130-020 (PORTION)

PARCEL B:

A PARCEL OF LAND IN SECTION 2, TOWNSHIP 12 SOUTH, RANGE 18 EAST, MOUNT DIABLO BASE AND MERIDIAN ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

5.13(a)-1

BEGINNING AT THE NORTHWEST CORNER OF PARCEL I OF PARCEL MAP NO. 2031, RECORDED IN BOOK 27 OF MAPS AT PAGE 140, MADERA COUNTY RECORDS; THENCE SOUTH 89° 55' 38" WEST ALONG THE NORTHERLY BOUNDARY LINE OF PARCEL 2 OF SAID PARCEL MAP NO. 2031 A DISTANCE OF 643.46 FEET TO THE CENTER OF SAID SECTION 2; THENCE CONTINUING SOUTH 89° 55' 38" WEST A DISTANCE OF 815.04 FEET; THENCE SOUTH 0° 31' 16" WEST A DISTANCE OF 653.00 FEET; THENCE NORTH 89° 55' 38" EAST A DISTANCE OF 1459.26 FEET TO A POINT ON THE WEST LINE OF SAID PARCEL 1; THENCE CONTINUING NORTH 89° 55' 38" EAST, PARALLEL TO THE NORTH LINE OF SAID PARCEL I A DISTANCE OF 1343.48 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 1; THENCE NORTH 0° 28' 16" EAST ALONG THE EAST LINE OF SAID PARCEL 1 A DISTANCE OF 365.46 FEET TO A POINT ON THE SOUTHWESTERLY LINE ON THE ATCHESON, TOPEKA AND SANTA FE RAILROAD COMPANY'S RIGHT-OF-WAY; THENCE NORTH 35° 25' 56" WEST ALONG SAID RAILROAD RIGHT-OF-WAY LINE A DISTANCE OF 352.56 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL I; THENCE NORTH 35° 19' 16" WEST CONTINUING ALONG SAID RAILROAD RIGHT-OF-WAY LINE A DISTANCE OF 482.04 FEET; THENCE SOUTH 89° 55' 38" WEST, PARALLEL TO THE NORTH LINE OF SAID PARCEL I A DISTANCE OF 855.09 FEET TO A POINT ON THE NORTHERLY EXTENSION OF THIS WEST LINE OF SAID PARCEL 1; THENCE SOUTH 0° 27' 17" WEST, A DISTANCE OF 393.68 FEET, TO THE POINT OF BEGINNING.

APN: 047-130-020 (PORTION)

BOARDMAN

A LEASEHOLD ESTATE, FOR THE TERM AND UPON THE TERMS, CONDITIONS AND PROVISIONS AS CONTAINED IN THAT CERTAIN MEMORANDUM OF GROUND LEASE, INCLUDING THE TERMS AND PROVISIONS THEREOF, BY AND BETWEEN THE PORT OF MORROW, A MUNICIPAL CORPORATION OF THE STATE OF OREGON, AS LESSOR, AND PACIFIC ETHANOL COLUMBIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS LESSEE, REOCRDED OCTOBER 5, 2006 AS 2006-17758, MORROW COUNTY MIRCOFILM RECORDS, ON THE FOLLOWING DESCRIBED PROPERTY:

A PARCEL OF LAND LOCATED IN SECTION 2, TOWNSHIP 4 NORTH, RANGE 25 EAST OF THE WILLAMETTE MERIDIAN, IN THE COUNTY OF MORROW, STATE OF OREGON, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH RIGHT 0 WAY LINE OF CENTER LOOP DRIVE BEING NORTH 04°45'10" WEST A DISTANCE OF 1,666.80 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 2, IN TOWNSHIP 4 NORTH, RANGE 25 EWM; THENCE NORTHWESTERLY ALONG THE NORTH RIGHT OF WAY OF SAID CENTER LOOP DRIVE, ALONG A 530.26 FOOT CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 470.00 FEET, AN INTERNAL ANGLE OF 64°38'29" AND A CHORD WHICH BEARS NORTH 80°21'18" WEST A DISTANCE OF 502.58 FEET; THENCE CONTINUING ALONG THE NORTH RIGHT OF WAY LINE OF CENTER LOOP DRIVE SOUTH 67°19'28" WEST A DISTANCE OF 80.00 FEET; THENCE NORTH 22°40'32" WEST A DISTANCE OF 10.00 FEET; THENCE NORTHWESTERLY ALONG A 419.11 FOOT CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 595.00 FEET, AN INTERNAL ANGLE OF 40°21'29" AND A CHORD WHICH BEARS NORTH 42°51'17" WEST A DISTANCE OF 410.50 FEET; THENCE NORTH 38°56'09" EAST A DISTANCE OF 1,258.00 FEET; THENCE SOUTH 51°03'51" EAST A DISTANCE OF 970.00 FEET; THENCE SOUTH 43°24'17" WEST A DISTANCE OF 1,008.18 FEET TO THE NORTH RIGHT OF WAY LINE OF CENTER LOOP DRIVE AND THE POINT OF BEGINNING.

5.13(a)-2

STOCKTON

With respect to the Stockton Site, the real property interests to be set forth in the Title Insurance Policy to be provided upon the initial Funding with respect to the Stockton Plant or as otherwise reasonably satisfactory to the Administrative Agent.

BRAWLEY

With respect to the Brawley Site, the real property interests to be set forth in the Title Insurance Policy to be provided upon the initial Funding with respect to the Brawley Plant or as otherwise reasonably satisfactory to the Administrative Agent.

BURLEY

With respect to the Burley Site, the real property interests to be set forth in the Title Insurance Policy to be provided upon the initial Funding with respect to the Burley Plant or as otherwise reasonably satisfactory to the Administrative Agent.

5.13(a)-3

SCHEDULE 5.19(d)(iii)

to Credit Agreement

UNDERGROUND STORAGE TANKS

Under Ground Storage Tanks at the Madera Plant

Nine underground storage tanks ("USTs") have been used at Madera. Two USTs of undetermined volume were filled with cement and abandoned in place. Three USTs of undetermined volume were filled with sand and abandoned in place. Four USTs were removed from the site approximately 20 years ago. Inspection records and soil sample analyses did not indicate fuel releases into soil at the UST locations. The Madera County Environmental Health Department has granted closure for the USTs.

Under Ground Storage Tanks at the Burley Plant

Three USTs have been used at Burley. One 300-gallon gasoline UST and one 500-gallon diesel UST were removed from the site approximately 10 years ago. The tanks were in good condition and did not show any signs of corrosion or leaks at the time of removal. One 500-gallon heating oil UST remains on the property, located near the back door of the on-site residence. The heating system in the residence was converted to natural gas approximately three years ago.

5.19(d)(iii)-1

SCHEDULE 5.23

to Credit Agreement

SEPARATENESS PROVISIONS

In the case of Pacific Holding:

(1) The board of directors and each entity holding membership interests in Pacific Holding (other than the Independent Member) (the "Pacific Holding Member") shall cause Pacific Holding to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that Pacific Holding shall not be required to preserve any such right or franchise if the board of directors shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to Pacific Holding. For so long as any Obligation remains outstanding, the board of directors also shall cause Pacific Holding to:

(a) maintain its own separate books and records and bank accounts (other than the Project Accounts);

(b) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity;

(d) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(e) not commingle its assets with assets of any other Persons and hold all of its assets in its own name (except to the extent otherwise provided in the Financing Documents);

(f) strictly comply with all organizational formalities to maintain its separate existence;

(g) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person (other than any of Pacific Holding's subsidiaries), and not have its assets listed on any financial statement of any other Person; provided, however, that Pacific Holding's assets may be included in consolidated financial statements of one of its Affiliates, provided that for financial statements covering fiscal quarters ending on and after March 31, 2007 (i) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate the separateness of Pacific Holding from such Affiliate and to indicate that Pacific Holding's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on Pacific Holding's own separate balance sheet; provided, further that nothing herein shall be construed to require that such separate balance sheet be disclosed in public reports filed with the Securities and Exchange Commission;

5.23-1

(h) pay its own liabilities only out of its own funds or from the Project Accounts, provided, however, the foregoing shall not require any member of Pacific Holding to make any additional capital contributions to Pacific Holding;

(i) maintain an arm's-length relationship with its Affiliates and the member of Pacific Holding and enter into transactions with Affiliates and any such member only on a commercially reasonable basis and on terms similar to those of an arm's-length transaction (except to the extent it may (i) guarantee the obligations of another Borrower as permitted under the Financing Documents or (ii) enter into any contract or any other Affiliate transaction permitted under the Credit Agreement);

(j) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person;

(k) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, the foregoing shall not require any member of Pacific Holding to make any additional capital contributions to Pacific Holding; and

(l) cause the directors, officers, agents and other representatives of Pacific Holding to act at all times with respect to Pacific Holding consistently and in furtherance of the foregoing and in the best interests of Pacific Holding.

B. In the case of each other Borrower:

(1) Such Borrower shall maintain separate bank accounts and separate books of account from each other Borrower and the Pledgor (other than the Project Accounts maintained in accordance with the Credit Agreement). The separate liabilities of such Borrower shall be readily distinguishable from the liabilities of each of its Affiliates, including the Pledgor (except to the extent otherwise contemplated by the Transaction Documents). Such Borrower shall conduct its business solely in its own name in a manner not misleading to other Persons as to its identity.

(2) Such Borrower shall not, so long as any Obligation is outstanding and to the extent restricted by the Financing Documents, amend, alter or change the terms of its limited liability company agreements in any material respect unless the Administrative Agent consents.

5.23-2

(3) For so long as any Obligation remains outstanding, the board of directors shall cause such Borrower to:

(a) maintain its own separate books and records and bank accounts (other than the Project Accounts);

(b) have a board of directors separate from that or those of each entity holding membership interests in such Borrower and any other Person;

(c) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(d) not commingle its assets with assets of any other Persons and hold all of its assets in its own name (except to the extent otherwise provided in the Financing Documents);

(e) strictly comply with all organizational formalities to maintain its separate existence;

(f) pay its own liabilities only out of its own funds or from the Project Accounts, provided, however, the foregoing shall not require the member of such Borrower to make any additional capital contributions to such Borrower;

(g) maintain an arm's-length relationship with its Affiliates and the member of such Borrower and enter into transactions with Affiliates and the member of such Borrower only on a commercially reasonable basis and on terms similar to those of an arm's-length transaction (except to the extent it may (1) guarantee the obligations of another Borrower as permitted under the Financing Documents or (2) enter into any contract or any other Affiliate transaction permitted under the Credit Agreement);

(h) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person;

(i) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, the foregoing shall not require the member of such Borrower to make any additional capital contributions to such Borrower; and

(j) cause the directors, officers, agents and other representatives of such Borrower to act at all times with respect to such Borrower consistently and in furtherance of the foregoing and in the best interests of such Borrower.

5.23-3

SCHEDULE 5.29

to Credit Agreement

LEGAL NAMES AND PLACE OF BUSINESS

Legal Names

Pacific Holding: Pacific Ethanol Holding Co. LLC, a Delaware limited liability company.

Madera: Pacific Ethanol Madera LLC, a Delaware limited liability company.

Boardman: Pacific Ethanol Columbia, LLC, a Delaware limited liability company.

Stockton: Pacific Ethanol Stockton, LLC, a Delaware limited liability company.

Brawley: Pacific Ethanol Imperial, LLC, a Delaware limited liability company.

Burley: Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company.

Sole Place of Business and Chief Executive Office of Each Borrower

5711 N. West Avenue

Fresno, California 93711

The Chief Executive Office may change (subject to Section 5.29 of the Credit Agreement) to:

4060 Capital Mall, Suite 2060

Sacramento, California 95814

5.29-1

SCHEDULE 5.30

to Credit Agreement

BROKER FEES

None.

5.30-1

SCHEDULE 6.01(g)(i)

to Credit Agreement

EXISTING LIENS

Lien granted by Pacific Ethanol Holding Co. LLC in favor of Hudson United Capital, a division of TD Banknorth, N.A., pursuant to that certain Member Interest Pledge Agreement, dated as of April 10, 2006, between Pacific Ethanol Madera LLC and Hudson United Capital, a division of TD Banknorth, N.A., which Lien will be released and terminated on the Closing Date.

Lien granted by Pacific Ethanol Madera LLC in favor of Hudson United Capital, a division of TD Banknorth, N.A., pursuant to that certain Assignment and Security Agreement, dated as of April 10, 2006, between Pacific Ethanol Madera LLC and Hudson United Capital, a division of TD Banknorth, N.A., which Lien will be released and terminated on the Closing Date.

6.01(g)(i)-1

Schedule 6.01(q)

to Credit Agreement

DRAWDOWN SCHEDULES

6.01(q)-1

6.01(q) - 2

Schedule 6.02(e)(i)

to the Credit Agreement

Acceptable Project Parties

Any Person, other than a process technology provider, (a) having (i) industry- specific experience and positive reputation reasonably acceptable to the Administrative Agent (which shall be deemed to be acceptable if such experience and positive reputation are equal to or greater than the experience and reputation of a Project Party party to any comparable Project Document (whether such agreement is then or was previously in effect) on the date such Project Document was approved hereunder) and (ii) credit, or credit support (which may include a Project Document Guarantee), reasonably acceptable to the Administrative Agent (which shall be deemed to be acceptable if such credit or credit support are equal to or greater than the credit or credit support of a Project Party party to any comparable Project Document (whether such agreement is then or was previously in effect) on the date such Project Document was approved hereunder) or (b) with respect to any counterparty that is not a Major Project Party, that is otherwise reasonably acceptable to the Administrative Agent.

For the avoidance of doubt, if the process technology provider for any Plant is a Person other than Delta-T, such Project Party will be subject to approval by the Required Lenders.

The parties hereto acknowledge and agree that (i) the Stockton Port District, as landlord under the Stockton Lease, shall be an acceptable Project Party and (ii) W.M. Lyles Co. and its Affiliates shall each be an acceptable Project Party as a Construction Contractor so long as such party provides credit or credit support (which may include a Project Document Guarantee or payment and performance bonds) reasonably acceptable to the Administrative Agent (which shall be deemed to be acceptable if such credit or credit support is equal to or greater than the credit or credit support of a Project Party party to a comparable Construction Contract on the date such Construction Contract was approved hereunder).

6.02(e)(i)-1

Schedule 6.02(e)(iv)

to the Credit Agreement

Project Party Consents

As a condition to the first Funding for each Plant, Consents are required with respect to each Project Document related to such Plant to which a Major Project Party is a party (other than the following, with respect to which no Consent shall be required: (1) the Construction Contract with Parsons relating to the Boardman Plant, (ii) the Madera DG Agreement, (iii) the Borrower LLC Agreements and (iv) any lease that contains provisions for the benefit and protection of a mortgagee (including the Collateral Agent) (whether in such lease or leasehold mortgage, nondisturbance agreement, estoppel certificate, or similar document executed in connection therewith in favor of the Collateral Agent, for the benefit of the Senior Secured Parties) in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent).

6.02(e)(iv)-1

SCHEDULE 7.01(h)

to Credit Agreement

INSURANCE

Note: the requirements of this Insurance Schedule apply to each Plant (and the Borrower that owns such Plant) from and after the date of the initial Funding Notice with respect to such Plant, and apply to Pacific Holding from and after the date of the initial Funding Notice. Notwithstanding the above, the report of the Insurance Consultant delivered on the Closing Date shall address these requirements of this Insurance Schedule as they apply to each Plant and each Borrower.

1.	GENERAL PROVISIONS

1.1. The Borrowers shall at all times carry and maintain or cause to be carried and maintained, at their own expense, the minimum insurance coverage set forth in this Schedule 7.01(h). The terms and conditions of all insurance policies (including the amount, scope of coverage, deductibles, and self-insured retentions) shall be reasonably acceptable to the Administrative Agent (in consultation with the Insurance Consultant) in all respects as of the date of the initial Funding. After the date of the initial Funding and until the Discharge Date, the terms and conditions of all insurance policies (including the amount, scope of coverage, deductibles, and self-insured retentions) shall be acceptable in all respects in the reasonable judgment of the Administrative Agent (acting in consultation with the Insurance Consultant), and the Administrative Agent (acting in consultation with the Insurance Consultant) may require that such terms be modified if (i) a state of facts or circumstances exists with respect to any Plant or the Project that was not foreseen by the Administrative Agent on the date of this Agreement and which, in the reasonable judgment of the Administrative Agent (acting in consultation with the Insurance Consultant), renders such coverage inadequate, and (ii) the requested coverage is available on commercially reasonable terms taking into account, with respect to any Plant that has not achieved its Commercial Operation Date, the Construction Budget for such Plant. All insurance carried pursuant to this Schedule 7.01(h) shall conform to the relevant provisions of the respective Project Documents and be with insurance companies that are rated "A-, X" or better by Best's Insurance Guide and Key Ratings, or other insurance companies of recognized responsibility satisfactory to the Administrative Agent (acting in consultation with the Insurance Consultant). None of the Agents or the other Senior Secured Parties shall have any obligation or liability for premiums, commissions, assessments or calls in connection with any insurance policy required under this Schedule 7.01(h).

Capitalized terms used in this Schedule 7.01(h) not otherwise defined herein shall have the meanings set forth in this Agreement, or if not defined therein, as such terms are used in the common practice of the insurance industry.

The insurance carried in accordance with this Schedule 7.01(h) shall be endorsed as follows: The Collateral Agent shall be sole loss payee with respect to all First Party policies including the Builders Risk, Delay in Start Up, Marine and inland Transit and Delay in Start Up, Property All Risk and Business Interruption, Leasehold Interest Property All Risk and Business Interruption (where such Leasehold insurance exists) hereof using a Standard Lenders Loss Payable Clause reasonably acceptable to the Administrative Agent (acting in consultation with the Insurance Consultant). The Administrative Agent, in its capacity and on behalf of the Lenders, and the Collateral Agent, on behalf of the Senior Secured Parties, shall be additional insureds with respect to all of the Borrowers' insurance (where legally allowed);

7.01(h)-1

(a) The insurance policies provided by the Borrowers shall allow that the interest of the Administrative Agent, Collateral Agent and the other Senior Secured Parties shall not be invalidated by any action or inaction of any of the Borrowers or the Insureds and shall insure the Administrative Agent, Collateral Agent and the other Senior Secured Parties regardless of any breach or violation by the any of the Borrowers or the Insured of any warranties, declarations or conditions in such policies or any foreclosure or change in ownership of any Plant or the Project;

(b) The insurer thereunder shall waive all rights or subrogation against the Administrative Agent, Collateral Agent and the other Senior Secured Parties and their respective officers, employees, agents, successors and assigns and shall waive any right of setoff and counterclaim and any other right to deduction whether by attachment or otherwise;

(c) Such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of any of Administrative Agent, Collateral Agent and the other Senior Secured Parties with respect to its interest as such in the Project and each policy insuring against liability to third parties shall contain a severability of interests or cross liability provision; and

(d) Any insurance carried under this Schedule 7.01(h) that is written to cover more than one insured shall provide that all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrowers), shall operate in the same manner as if there were a separate policy covering such insured.

1.2. Adjustment of Losses.

(a) The loss, if any, under any insurance required to be carried hereunder shall be adjusted with the insurance companies or otherwise collected, including the filing in a timely manner of appropriate proceedings, by the Borrowers, subject to the reasonable approval of the Administrative Agent (acting in consultation with the Insurance Consultant) as it pertains to losses under the Builders Risk, Delay in Start Up, Transit, Property, Business Interruption, Leasehold Property and Business Interruption and other applicable first party policies only. In addition, the Borrowers shall take all other steps necessary or reasonably requested by the Administrative Agent to collect from insurers any loss covered by any of the insurance policies herein. All such policies shall provide that the loss, if any, and coverage afforded under such insurance shall be adjusted and paid as provided in this Schedule 7.01(h).

(b) The Borrowers shall promptly notify the Administrative Agent of any property damage loss covered by any insurance. The Borrowers shall cooperate and consult with the Administrative Agent in all matters pertaining to the settlement or adjustment of any and all claims and demands for damages on account of any taking or condemnation of any Plant or the Project or pertaining to the settlement, compromising or arbitration of any claim on account of any damage or destruction of any Plant or the Project or any portion thereof. Without the prior written consent of the Administrative Agent (acting in consultation with the Insurance Consultant), no Borrower will settle, or consent to the settlement of, any proceeding arising out of any damage, destruction or condemnation of any Plant or the Project or any portion thereof.

7.01(h)-2

1.3. Application of Payments. All payments with respect to the insurance policies required by this Schedule 7.01(h) shall promptly be deposited in the relevant Insurance Proceeds Account or the Revenue Account as required pursuant to Article VIII (Project Accounts) for application in accordance with the provisions of this Agreement.

1.4. Evidence of Insurance. On the Closing Date, on an annual basis no more than ten (10) days following each policy anniversary, and otherwise as required under the Credit Agreement, the Borrowers shall furnish to the Administrative Agent with approved certification of all required insurance. An authorized representative of each insurer shall execute such certificates. Such certificates shall identify underwriters, the type of insurance, the insurance limits, the risks covered thereby and the policy term, and the insurance broker or insurance carrier providing such certificates shall specifically state (either in such certificate or otherwise) that the special provisions enumerated for such insurance herein are provided by such insurance. The Borrowers shall certify that the premiums on all such policies have been paid in full for the current year or will be paid when due. Upon request, the Borrowers will promptly furnish to the Administrative Agent copies of all insurance policies, binders and cover notes or other evidence of such insurance relating to the Project.

1.5. No Duty to Verify. No provision of this Schedule 7.01(h) or any provision of any Transaction Document shall impose on the Administrative Agent, Collateral Agent or any Senior Secured Party any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Borrowers, nor shall the Administrative Agent, Collateral Agent or any Senior Secured Party be responsible for any representations or warranties made by or on behalf of any Borrower to any insurance company or underwriter.

2.	CONSTRUCTION PERIOD INSURANCE

2.1. Coverage. The following coverages shall be maintained as required below.

(a) Commercial General Liability.

Commercial general liability insurance for each Plant, written on "occurrence" policy forms, including coverage for premises/operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractor's and personal injury, with no exclusions for explosion, or collapse and underground perils, with primary coverage limits of no less than one million Dollars ($1,000,000) for injuries or death to one or more persons or damage to property resulting from any one occurrence and a two million Dollar ($2,000,000) annual aggregate limit. The commercial general liability policy shall also include a severability of interest clause and a cross liability clause in the event more than one entity is "named insured" under the liability policy. Deductibles in excess of two hundred fifty thousand Dollars ($250,000) shall be subject to review and reasonable approval by the Administrative Agent (acting in consultation with the Insurance Consultant). This policy shall also be endorsed to include fire legal liability and (where the exposure exists) rail road protective with limits no less than replacement cost of the value of any real property covered under any rail agreement entered into by any Borrower.

(b) Automobile Liability.

Automobile liability insurance, including coverage for owned, non-owned and hired automobiles for both bodily injury and property damage in accordance with statutory legal requirements, with combined single limits of no less than one million Dollars ($1,000,000) per accident with respect to bodily injury, property damage or death. Automobile insurance shall include the Motor Carrier Act Endorsement encompassing Hazardous Materials Cleanup (MCS90), if applicable.

7.01(h)-3

Workers compensation insurance to statutory limits and employer's liability with a limit of not less than one million Dollars ($1.000,000) per occurrence and in the aggregate and such other forms of insurance that any Borrower or the Construction Contractor is required by law to provide during construction of any Plant or the Project, providing statutory benefits and covering loss resulting from injury, sickness, disability or death of the employees of any Borrower, Construction Contractor and subcontractors who are working on such Plant or the Project.

(d) Umbrella or Excess Liability.

Umbrella or excess liability insurance of not less than twenty million Dollars ($20,000,000) per occurrence and in the aggregate in respect of products and completed operations liability which may be satisfied during the construction period through a combination of the Construction Contractor, and the Borrowers' insurance policies. Such coverages shall be on a per occurrence basis and inclusive of coverage provided by the policies described in Sections 2.1(a) and (b) of this Schedule 7.01(h) and, with respect to employer's liability, Section 2.1(c) of this Schedule 7.01(h), the limits on which shall apply toward the limit set forth in this section. If the policy or policies provided under this Section 2.1(d) contain(s) aggregate limits applying to other operations of the Borrowers, other than the relevant Plant, and such limits are diminished below fifteen million Dollars ($15,000,000) by any incident, occurrence, claim, settlement or judgment against such insurance that has caused the insurer to establish a reserve, the Borrowers shall, within five (5) Business Days after obtaining knowledge of such event, inform the Administrative Agent, and within thirty (30) Business Days after the occurrence of such event shall purchase an additional umbrella/excess liability insurance policy satisfying the requirements of this Section 2.1(d).

(e) Aircraft Liability.

Aircraft liability insurance, to the extent exposure exists, in an amount not less than ten million Dollars ($10,000,000) for all owned, non-owned and hired aircraft, fixed wing or rotary, used in connection with the construction of the Project.

(f) Builder's Risk.

The Borrowers are to evidence the following insurance for each Plant prior to the date of the initial Funding Notice for the Construction Loans for such Plant (the "Builder's Risk Effective Date").

7.01(h)-4

From the Builder's Risk Effective Date until such time as coverage is replaced under permanent cover as set forth in Section 3.1(d) of this Schedule 7.01(h), builder risk insurance, as such term is used in the common practice of the insurance industry, on a replacement cost basis with windstorm, flood and earthquake (including sinkhole and subsidence) and providing coverage for each Plant including land transit, removal of debris, insuring the buildings, structures, machinery (including resultant damage from design, workmanship or material defect with coverage restrictions not more onerous than LEG2/DE4 or the equivalent), equipment, facilities, fixtures and other properties constituting a part of each Plant in a minimum amount not less one hundred percent (100%) of the full replacement cost of such Plant. Such coverage will include strike, vandalism, and malicious mischief to the extent it is commercially and reasonably available. Sub limits are permitted as respects the perils of professional fees ($250,000), debris removal (the greater of $5,000,000 or 25% of loss), inland and (if applicable) marine transit (in an amount sufficient to satisfy replacement cost values of any shipment in conveyance), offsite storage ($5,000,000 per storage area), extra and/or expediting expense ($5,000,000 per occurrence), earthquake (25% of the replacement cost of the asset), flood (25% of the replacement cost of the asset) and local authorities regulations ($1,000,000). The Builder's Risk policy shall contain coverage for operational testing and startup and, to the extent applicable, full replacement cover for machinery breakdown and electrical injury. All such policies may have deductibles of not greater than two hundred fifty thousand Dollars ($250,000) per loss for physical damage and five hundred thousand Dollars ($500,000) for machinery breakdown, including for hot testing, commissioning, defects and maintenance, windstorm, flood and lightening with a maximum deductible of five hundred thousand Dollars ($500,000), or two percent (2%) of values at risk for earthquake (5% for California earthquake). This coverage shall not include any annual or term aggregate limits of liability or any clause requiring the payment of additional premium to reinstate the limits after loss except as regards the insurance applicable to the perils of flood, windstorm and earth movement.

(g) Delay in Startup.

From the date of the initial Funding Notice, delay in startup insurance, on an "all risks" basis (as such term is used in common practice of the insurance industry on the date of this Agreement) including operational testing, and startup (machinery breakdown and electrical injury) coverage, during the construction period with limits of no less than twelve (12) months of projected scheduled debt service requirements and continuing expenses with the twelve (12) month indemnification period being exclusive of the deductible waiting period. The deductible or waiting period shall not exceed thirty (30) days from the planned Final Completion Date. This coverage shall not include any annual or term aggregate limits of liability or clause requiring the payment of additional premium to reinstate the limits after loss except with regards to the insurance applicable to the perils of flood and earth movement.

(h) Marine Cargo (to the extent exposure exists).

At least thirty (30) days prior to the shipment of equipment manufactured outside the United States, ocean cargo coverage shall be secured in an amount not less than the full replacement costs of equipment shipped with certificates of insurance being evidenced to the Administrative Agent. Such coverage shall apply to all equipment destined for the Project that is valued in excess of two hundred fifty thousand Dollars ($250,000) and/or that is considered critical and has a lead time to replace exceeding one (1) month. The ocean cargo policy shall attach coverage at the point of loading for departure from the premises of the manufacturer and shall continue in force until the shipment arrives at the relevant Plant including sixty (60) days storage, or until it is insured under the erection all risk policy. Delay in opening shall be insured in an amount equivalent to twelve (12) months indemnity of continuing expenses and Debt Service subject to a deductible of thirty (30) days commencing from the scheduled completion date as defined in the policy. Deductibles applying to marine cargo shall not exceed one hundred thousand Dollars ($100,000).

(i) Pollution Legal Liability.

7.01(h)-5

Sudden and Accidental pollution legal liability insurance on a named perils basis with a limit commensurate (in the reasonable opinion of the Insurance Consultant) with industry practice for like construction projects, sufficient to meet contractual requirements but not less than three million Dollars ($3,000,000). Such coverage can be included in the commercial general liability and umbrella or excess liability covers or provided separately. Claims made coverage forms and deductibles of up to two hundred fifty thousand Dollars ($250,000) are acceptable.

(j) Contractors and Subcontractors.

All contractors and subcontractors shall, to the extent not included in any Borrower-controlled insurance program, prior to performing work for any Plant, supply proper evidence of the types of insurance as set forth in their respective contracts and will include, where applicable, Professional Liability and Pollution Liability insurance. Such insurance supplied by the parties shall, with the exception of workers compensation, where contractually able:

(i)

add Borrowers, Administrative Agent, Collateral Agent and the other Senior Secured Parties as additional insured;

(ii)

be primary as respects insurance provided Borrowers, Administrative Agent, Collateral Agent and the other Senior Secured Parties as additional insured;

(iii)

waive rights of subrogation against Borrowers, Administrative Agent, Collateral Agent and the other Senior Secured Parties as additional insured; and

(iv)

continue in force until obligations of contractor and subcontractor are fulfilled.

3.	OPERATING PERIOD INSURANCE

3.1. Coverage. The following coverages shall be placed into effect for the benefit of each Plant, including grain elevators at the earlier of the expiry of the Builders Risk insurance policy for such Plant or the Commercial Operation Date for such Plant and shall be maintained in effect at all times until the Discharge Date.

(a) Commercial General Liability.

Commercial general liability insurance for such Plant , written on "occurrence" policy forms, including coverage for premises/operations, products/completed operations, broad form property damage, blanket contractual liability, and personal injury, with no exclusions for explosion, collapse and underground perils, and fire with primary coverage limits of no less than one million Dollars ($1,000,000) per occurrence and two million Dollars ($2,000,000) in the annual aggregate for injuries or death to one or more persons or damage to property resulting from any one occurrence, and a products and completed operations liability aggregate limit of not less than one million Dollars ($1,000,000). The commercial general liability policy shall also include a severability of interest clause and a cross liability clause in the event more than one entity is "named insured" under the liability policy. Deductibles in excess of two hundred fifty thousand Dollars ($250,000) shall be subject to review and reasonable approval by the Administrative Agent (in consultation with the Insurance Consultant).

7.01(h)-6

(b) Automobile Liability.

Workers compensation insurance to statutory limits and employer's liability with a limit of not less than one million Dollars ($1,000,000) per occurrence and in the aggregate such other forms of insurance required by law with respect to any Plant or the Project, providing statutory benefits and covering loss resulting from injury, sickness, disability or death of employees (if any) of any Borrower. To the extent applicable, insurance shall cover Jones Act, Longshore and Harbor Workers Act and Continental Shelf Land Act.

(d) Property / Machinery Breakdown.

Prior to or at expiry date of the Builders Risk Policy and ensuring no gap in coverage through the testing and commissioning period and not later than the Commercial Operations Date for each Plant, property "all risk" insurance, as such term is used in the common practice of the insurance industry on the date of this Agreement, including machinery breakdown, the perils of flood and earthquake, strike, vandalism and malicious mischief subject to terms that are consistent with current industry practice insuring all real and personal property of the Project at each Plant for an amount of not less than full replacement cost of such Plant. Sub limits are permitted as respects to the following perils:(i) debris removal (the greater of $5,000,000 or 25% of loss), (ii) expediting or extra expense ($5,000,000), (iii) increased costs due to orders by law and demolition costs of undamaged portion due to enforcement of by law ($2,000,000), flood (25% of replacement cost) and earthquake (25% of replacement cost) and (iv) such other coverages customarily sub-limited in reasonable amounts consistent with current industry practice with respect to similar risks and reasonably acceptable to the Administrative Agent (acting in consultation with the Insurance Consultant).

Such policy shall include: (i) an automatic reinstatement of limits following each loss (except for the perils of earthquake and flood) and (ii) a replacement cost endorsement with no deduction for depreciation. Unless provided under the all risk policy, boiler and machinery coverage (including consequence of design, workmanship or material defect) on a "comprehensive" basis including breakdown and repair on a replacement cost basis with limits not less than the full replacement cost of the insured objects. In the event all risk property cover and the boiler and machinery cover is not written in the same policy, each policy shall contain a joint loss agreement.

7.01(h)-7

All such policies may have deductibles of not greater than two hundred fifty thousand Dollars ($250,000) and two percent (2%) of values at risk, five percent (5%) for California Earthquake for natural hazard perils (such as flood and earthquake).

(e) Business Interruption.

Borrowers shall also maintain or caused to be maintained, with respect to each Plant, business interruption insurance on all ''all risk" basis (as such term is used in common practice of the insurance industry on the date of this Agreement), including machinery breakage, in an amount necessary to satisfy policy coinsurance conditions, but with limits not less than the equivalent of twelve (12) months projected scheduled Debt Service, continuing expenses and an amount equivalent to the principal payments necessary for the Borrowers to reach the Target Balance Amount at the end of the twelve (12)-month period as indicated in this Agreement or in other amounts reasonably acceptable to the Administrative Agent (acting in consultation with the Insurance Consultant). The deductible or waiting period shall not exceed thirty (30) days. Borrowers shall also maintain or cause to be maintained contingent business interruption as respects the suppliers and vendors in an amount of not less than six (6) months projected scheduled Debt Service, continuing expenses and replacement ethanol extra expense in amounts acceptable to the Lenders, where the exposure exists.

(f) Umbrella or Excess.

Umbrella or excess liability insurance of not less than twenty million Dollars ($20,000,000) per occurrence and annual aggregate during operations. Such coverages shall be on a per occurrence or claims made basis and over and above coverage provided by the policies described in Sections 3.1(a), (b) and, with respect to employer's liability, (c).of this Schedule 7.01(h), whose limits shall apply toward the twenty million Dollars ($20,000,000) limit set forth in this Section 3.1(f). If the policy or policies provided under this Section 3.1(f) contain(s) aggregate limits applying to other operations other than the Project, and such limits are diminished below fifteen million Dollars ($15,000,000) by any incident, occurrence, claim, settlement or judgment against such insurance that has caused the insurer to establish a reserve, Borrowers, within five (5) Business Days after obtaining knowledge of such event shall inform the Administrative Agent, and within thirty (30) Business Days after the occurrence of such event shall purchase an additional umbrella/excess liability insurance policy satisfying the requirements of this Section 3.1(f).

(g) Aircraft Liability.

Aircraft liability, (to the extent exposure exists) in an amount not less than ten million Dollars ($10,000,000) for all owned, non-owned and hired aircraft, fixed wing or rotary, used in connection with the operation of the Project.

(h) Pollution Legal Liability.

Including Onsite Cleanup and sudden and accidental pollution legal liability insurance on a named perils basis with a limit commensurate (in the reasonable opinion of the Insurance Consultant) with industry practice for like projects, sufficient to meet contractual requirements but not less than three million Dollars ($3,000,000). Such coverage can be included in the commercial general liability and umbrella or excess liability covers or provided separately. Claims made coverage forms and deductibles of up to two hundred fifty thousand Dollars ($250,000) are acceptable.

7.01(h)-8

4.	LEASEHOLD INTEREST INSURE

Unless otherwise covered under the operational Property All Risk Insurance described above or otherwise maintained by Pacific Ethanol, until the Discharge Date, each Borrower shall also insure, or cause to be insured its leasehold interests in the Leased Premises and provide Property Damage, Business Interruption/Extra Expense and Liability insurance in amounts reasonably satisfactory to the Administrative Agent (acting in consultation with the Insurance Consultant).

5.	DIRECTORS AND OFFICERS INSURANCE (to the extent exposure exists)

Until the Discharge Date, the Borrowers shall maintain, or cause to be maintained, Directors and Officers Insurance (including Employment Practices Liability) with limits in accordance with industry practice.

6.	GENERAL CONDITIONS APPLYING TO ALL INSURANCE

6.1. The Borrowers shall promptly notify the Administrative Agent of any loss in excess of two hundred fifty thousand Dollars ($250,000) covered by any insurance maintained pursuant to Sections 2.1(f), (g) and (h) and Sections 3.1(e) and (f) of this Schedule 7.01(h).

6.2. All policies of insurance required to be maintained pursuant to Sections 2.1(f), (g) and (h) and 3.1(d) and (e) of this Schedule 7.01(h). shall provide that the proceeds of such policies shall be payable solely to the Collateral Agent pursuant to a standard first mortgage endorsement substantially equivalent to the Lenders Loss Payable Endorsement 438BFU or New York Standard Mortgage Endorsement without contribution. All policies (where allowed by law) shall insure the interests of the Senior Secured Parties regardless of any breach or violation by any Borrower of warranties, declarations or conditions contained in such policies, any action or inaction of any Borrower or any other Person, or any foreclosure relating to any Plant or any change in ownership of all or any portion of any Plant (the foregoing may he accomplished by the use of the Lender Loss Payable Endorsement 438BFU required above).

6.3. A loss under any insurance required to be carried under Sections 2.1(f), (g) and (h) and 3.1(d) and () of this Schedule 7.01(h), shall be adjusted with the insurance companies, including the filing in a timely manner of appropriate proceedings, by the Borrowers, together with the Administrative Agent. In addition the Borrowers may, in their reasonable judgment, consent to the settlement of any loss; provided that in the event that the amount of any such loss exceeds two hundred fifty thousand Dollars ($250,000) the terms of such settlement are concurred with by the Administrative Agent (acting in consultation with the Insurance Consultant).

6.4. All policies of insurance required to be maintained pursuant to this Schedule 7.01(h) shall be endorsed so that if at any time any such policy should be cancelled, or coverage under any such policy should be reduced, such cancellation or reduction in coverage shall not be effective for thirty (30) days following delivery of written notice thereof to the Administrative Agent, except for cancellation or reduction in coverage due to non-payment of premium, which shall not be for effective for ten (10) days following delivery of written notice thereof to the Administrative Agent.

7.01(h)-9

7. REPORT

7.1. On the initial Funding Date and annually thereafter, the Borrowers shall furnish the Administrative Agent with a report of an independent insurance broker, signed by an officer of such broker, stating that all premiums then due have been paid and that, in the opinion of such broker, the insurance then carried or to be renewed is in accordance with the terms of this Schedule 7.0104 In addition the Borrowers will advise the Administrative Agent in writing promptly of any default in the payment of any premium and of any other act or omission on the part of any Borrower that may invalidate or render unenforceable, in whole or in part, any insurance being maintained by any Borrower pursuant to this Schedule 7.01(h).

8. "CLAIMS MADE" POLICIES FOR CERTAIN TYPES OF INSURANCE

8.1. If any liability insurance required under the provisions of this Schedule 7.01(h) is allowed to be written on a "claims made" basis, then such insurance shall include the following:

(a) The retroactive date (as such term is specified in each of such policies) shall be no later than the date on which construction is commenced or the Commercial Operations Date for the relevant Plant (as applicable).

(b) Each time any policy written on a "claims made" basis is not renewed or the retroactive date of such policy is to be changed, the Borrowers shall obtain or cause to be obtained for each such policy or policies the broadest extended reporting period coverage, or "tail", reasonably available in the commercial insurance market for each such policy or policies.

9. UNAVAILABILITY OF INSURANCE

If any insurance (including the limits or deductibles thereof) hereby required to be maintained is not reasonably available and commercially feasible in the commercial insurance market, the Administrative Agent (acting in consultation with the Insurance Consultant) shall not unreasonably withhold their agreement to waive such requirement to the extent the maintenance thereof is not so available; provided, however, that the Borrowers shall first request any such waiver in writing to the Administrative Agent, which request shall be accompanied by a written report prepared by an insurance broker of nationally recognized standing, certifying that such insurance required is not reasonably available and commercially feasible (and, in any case where the required amount is not so available, certifying as to the maximum amount which is so available) and explaining in detail the basis for such conclusions. If after reviewing such evidence with the Insurance Consultant, the Administrative Agent concurs with such report, the Borrowers shall not be required to maintain such insurance until such time as such insurance is again available on commercially reasonable terms. At any time after the granting of any such waiver, but not more often than once a year, the Administrative Agent or the Lenders may request, and the Borrowers shall furnish to the Administrative Agent within fifteen (15) days after such request, supplemental reports reasonably acceptable to the Administrative Agent from such independent insurance broker or the Insurance Consultant updating their prior reports and reaffirming such conclusion. It is understood that the failure of the Borrowers to timely furnish any such supplemental report shall be conclusive evidence that such waiver is no longer effective because such condition no longer exists, but that such failure is not the only way to establish such non-existence. For the purposes of this Section 9.1, insurance will be considered "not reasonably available and commercially feasible" when it is obtainable only at excessive costs that are not justified in terms of the risk to be insured and is generally not being carried by or applicable to projects or operations similar to the relevant Plant because of such excessive costs.

7.01(h)-10

10.	EROSION OF LIMIT

In the event that the insurance program evidenced for the benefit of any Plant is being provided through an insurance policy that also insures other assets owned by the Borrowers and the limits or sub limits are eroded or exhausted due to a loss at another Plant or location the Borrowers will immediately cause limits to be reinstated (where applicable) or replaced for the benefit of such Plant.

7.01(h)-11

Schedule 7.01(k) - A

to Credit Agreement

PERFORMANCE GUARANTEE

Anhydrous Undenatured Ethanol Production Specification

Anhydrous Fuel Ethanol Production Rate

Minimum 4,522.23 (Madera and Boardman) or 6,783.34 (Stockton, Brawley and Burley) US undenatured gallons per hour (average over the seven day test, see below) based on a minimum feedstock specification of 56 lb/bushel test weight corn containing a maximum of 14.5% moisture (by weight), a minimum of 72% dry fermentable starch (by weight) and a maximum of 1% foreign material (by weight).

Undenatured ethanol will meet specifications per ASTM D4806-06c.

40MGY1	60MGY2	Unit
4,522.23	6,783.34	ugal/hr
24	24	hrs/day
108,533	162,800	ugal/day
351	351	days/yr
38,095,238	57,142,857	ugal/yr
5.00%	5.00%	denaturant %
1,904,762	2,857,143	denaturant/yr
40,000,000	60,000,000	dgal/yr
Notes 1. Madera and Boardman plants 2. Stockton, Burley and Brawley plants

Anhydrous

Fuel Ethanol Yield:

Minimum 2.68 gallons undenatured ethanol per bushel of corn feed based on a minimum feedstock specification of 56 lb/bushel test weight No. 2 Yellow Dent corn containing a maximum of 14.5% moisture (wgt), minimum 72% dry, trash-free starch, maximum 1% (wgt) foreign material.

7.01(k)-A-1

Utility Consumption Specification

Process Electrical Consumption:	Maximum 0.80 kWh per gallon (average) of undenatured fuel ethanol produced when operating at the nameplate capacity. This number includes process equipment components in mash preparation, liquefaction and cook, yeast mix and propagation, fermentation, distillation, dehydration and acid reduction, evaporation, separation and stillage, process condensate, chemical storage, CO, scrubbing, compressed air, closed seal water system, WDGS transfer and handling, ethanol storage and loadout, cooling tower and chiller including cooling and chilled water circulation, condensate return, process sumps, and heat tracing, regenerative thermal oxidizer, cold lime water softening, boilers, and CO2 recovery equipment installed at PLANT (minor equipment related only to transfer of CO2). The indicated consumption does not include grain receiving, . grain storage, grain milling, CO2 processing, CO2 pressurizing, or CO2 liquification. . This guarantee is based on the use of extra high efficiency motors in all applications and 4160 volt motors for applications over 200 HP.
Process Natural Gas Consumption:	Maximum 27,059 actual natural gas BTUs per gallon (average) of undenatured fuel ethanol produced (as calculated in Section 2.5 of Schedule 7.01(k)-B to the Credit Agreement). This number includes the natural gas to all process components except grain receiving, grain storage and grain milling.

7.01(k)-A-2

Schedule 7.01(k) - B

to Credit Agreement

APPROVED PERFORMANCE TEST PROTOCOLS

1. Performance Test Protocols

1.1 Pre-Test Preparation

1.1.1 - Before commencement of PERFORMANCE TEST, OWNER shall notify INDEPENDENT ENGINEER in writing at least seven (7) days prior to planned commencement of the PERFORMANCE TEST that all pre-test conditions have been satisfied, including the following:

Adequate and competent supervision, personnel and resources for effective operation, maintenance and performance analysis of the PLANT, including laboratory analysis, temporary meters or other measuring devices and instrumentation specified as to accuracy and reproducibility by OWNER in advance of the PERFORMANCE TEST required to conduct and evaluate the PERFORMANCE TEST shall have been furnished. The PLANT shall be operated and maintained in accordance with the technical advice and instruction from the Operations Manual and otherwise within generally accepted practices within the fuel ethanol industry.

The PLANT, its machinery, equipment, instrumentation and piping, shall all be clean lubricated where appropriate, leak tight, and ready to operate according to design specifications. All systems and appropriate checkouts and calibrations shall have been completed and documented by responsible PLANT technicians, contractors, and/or vendors. Analytical and any special test equipment and reagents will have been calibrated and made accurate.

Cleaning (CIP) of the process equipment has been accomplished seven (7) days or less before the PERFORMANCE TEST and standard procedures set out in the Operations Manual. All ingredients and supplies required to complete the test are on hand. This includes, but is not limited to, feedstock of corn (meeting specifications listed in Annex A, Section 1.2.1) supplied in stable quantities sufficient to support PLANT operation at a rate up to 125% of the design-basis fuel ethanol production rate, as well as sufficient steam and other utilities, enzymes, chemicals, and other ingredients of the type specified by in the Operations Manual and supplies to support PLANT operation at a rate up to 125% of the design-basis fuel ethanol production rate.

Adequate operation, analytical, and maintenance support shall be scheduled for the test period.

7.01(k)-B-1

1.2 Coordination

1.2.1 - OWNER shall coordinate, direct and supervise the Performance Test during the 24 hour/day seven day PERFORMANCE TEST period.

1.2.2 - OWNER shall supply, or cause to be supplied, all feedstock, utilities and other supplies and services required to conduct the PERFORMANCE TEST, as specified under Section 1.1.1 above, throughout the entire PLANT during all PERFORMANCE TESTS.

1.3 Conducting the Test

1.3.1 - At the scheduled start time of the PERFORMANCE TEST, the OWNER will signal that the test has formally begun and will direct operators to take the initial test measurements. The test will be conducted over a seven-day (168 hour) period of operation. OWNER'S personnel shall operate the PLANT in compliance with manufacturers' recommendations, the Operations Manual, including, without limitation, adjustments in temperatures, pressures, feedstock rates, steam flow, and other process control inputs, provided these adjustments do not result in unsafe operating conditions. PLANT operators will monitor and record operating data according to standard procedures and in addition will record the supplemental data specified in this protocol on data sheets. Records will be developed from permanent plant equipment that is calibrated immediately prior to test. If the Performance Guarantees have been met, then OWNER shall, within five (5) days of completion of the PERFORMANCE TESTS, issue a notice to the INDEPENDENT ENGINEER to such effect. OWNER will also provide the air emissions test data to INDEPENDENT ENGINEER as quickly as possible. If the PERFORMANCE TESTS have not been met, then OWNER shall issue a written notice to the INDEPENDENT ENGINEER within five (5) days of completion of the PERFORMANCE TESTS indicating in what manner such PERFORMANCE TESTS have not been successfully completed.

1.3.2 - If the 168-hour test period is interrupted for any reason within the OWNER'S control, a new 168-hour test period will resume after the cause for the interruption has been corrected and the PLANT has achieved an acceptable operating capacity at substantially the same rate immediately prior to the interruption. If the 168-hour test period is interrupted for any reason outside of the OWNER'S control, such as any earthquake, fire, flood, hurricane, storm, tornado or other act of God, war (declared or not), terrorism, hostilities, blockade, revolution, strike (of a general or national nature), insurrection, riot, disruption of service by the electric energy supplier and/or disruption of service by natural gas supplier, the seven-day test period will resume after the cause for the interruption has been corrected and the PLANT has achieved an acceptable operating capacity at substantially the same rate immediately prior to the interruption. If it becomes obvious that the PERFORMANCE TEST cannot be carried out to a satisfactory conclusion in the current attempt, OWNER shall stop the PERFORMANCE TEST if it becomes obvious that it cannot be carried to a satisfactory conclusion in the current attempt.

1.3.3 - OWNER shall conduct the PERFORMANCE TEST described herein in such a manner so that at all times during such PERFORMANCE TEST the PLANT is operating in compliance with its air permits.

7.01(k)-B-2

1.3.4 - The PERFORMANCE TEST is to be run with a normal complement of PLANT employees and under normal operating conditions with essential equipment in automatic control. No automatic controls or safety protections may be temporarily bypassed nor may any temporary equipment or procedures be used during the PERFORMANCE TEST. Permanently installed plant instruments are to be utilized as applicable for performance testing and data is to be accessed through the DCS. Instruments are to be calibrated by OWNER.

2. Analytical/Calculation Protocols

2.1 Undenatured Fuel Ethanol Quality

METHOD:

Analyze samples according to OWNER provided procedures. The last test result before emptying day tank into main storage tank shall determine the quality for the batch. The average of all batch test results over the test period shall be used in determining the quality for the PERFORMANCE TEST.

If the fuel ethanol in the day tank does not meet the quality specifications of Annex A, Section 1.2.1, OWNER has the discretion to send it on to the main storage tank on the theory that the blended product in the main storage tank will meet the quality specifications. The average of all batch test results shall be used to establish the blended quality. If the blended fuel ethanol does not meet quality specifications as a result of below quality product measured in one or more day tank batches the volume of the batch(s) shall not be included in ethanol production "rate" quantities used in calculating liquidated damages.

SAMPLE POINT:	Undenatured Fuel Ethanol Day Tank Storage
SAMPLE SIZE:	250 mls.
SAMPLE CONTAINER:	Nalgene
FREQUENCY:	Once per three (3) hours
SAMPLES RETAINED:	All
PREPARATION:	Standardize test reagents. Clean glassware and sample containers. Assure that reagents are of sufficient quality.
DOCUMENTATION:	Log results on a PERFORMANCE TEST Data Sheet (Annex B).

2.2 Undenatured Fuel Ethanol Production Rate

7.01(k)-B-3

METHOD:

The day tank will be manually measured every three (3) hours to serve as the principal method of measurement of production volume, along with a final measurement of the day tank before, the contents are sent to the main storage tank(s). In addition, flow totalizer readings will be taken from product meter or other measuring device by OWNER at regular intervals as backup verification of the manual measurements. The total volume from the test meters will be adjusted to a volume equivalent 99.50wt% ethanol at 60°F. Divide by the total number of test hours to determine the average rate over the test period.

SAMPLE POINT:	Product volumetric totalizing meter (with computer monitoring) after Product Receiver.
SAMPLE SIZE:	N/A
SAMPLE CONTAINER:	N/A
FREQUENCY:	Once per three (3) hours and at the end of each Day Tank batch.
SAMPLES RETAINED:	N/A
PREPARATION:	Certify that the flow meter is properly calibrated.
DOCUMENTATION:	Log results on a PERFORMANCE TEST Data Sheet (Annex B).

2.3 Undenatured Fuel Ethanol Yield

BASIS:

56 lb. per bushel corn containing 14.5% moisture and 72% dry fermentable starch and a maximum of I% foreign material (by weight).

METHOD:

Record Bliss rotary valve readings to measure the accumulated meal weight. Measure the sample moisture. Convert total undenatured ethanol volume from the Rate Test to weight at 60°F. Divide the calculated mass quantity of undenatured ethanol by the calculated corn mass quantity of total starch fed over the time period to determine yield. In addition, this Bliss rotary valve total should be cross checked by totaling all corn receipts and taking into account the current corn bin volumes. Starch content will be tested at the Front Range Energy, LLC ethanol production facility and one sample will be taken every twelve hours.

TEST POINT:	Bliss rotary valve
FREQUENCY:	Once per three (3) hours (weight, moisture), Once per twelve (12) hours (starch content)

7.01(k)-B-4

PREPARATION:	Certify that the Bliss rotary valve is properly calibrated
DOCUMENTATION:	Log results on "PERFORMANCE. TEST Data Sheet" (Annex B)

2.4 Process Electrical Consumption

METHOD:

Record electric meter readings at beginning of test and at the required frequency thereafter. Divide total kWh for test period by total volume of undenatured ethanol produced to determine average kWh per gallon. Average results of all calculations for test periods to determine the process electrical power consumption value for PERFORMANCE TEST.

TEST POINT:	Electric power meter types and locations as established by OWNER, and as necessary to isolate process consumption. Note that electricity consumption from grain receiving, grain storage, and grain milling will not be included in PLANT electricity consumption. Electricity consumption from the boilers, regenerative thermal oxidizer, and cold lime water softening system will be included in PLANT usage, and the calculations for such usage will be reported isolated and removed for ethanol plant kWh usage, though both the total and net readings will be provided.

FREQUENCY:	Once per three (3) hours
PREPARATION:	Isolate process electrical consumption activities during test period.
DOCUMENTATION:	Log results on a PERFORMANCE TEST Data Sheet (Annex B)

2.5 Process Natural Gas Consumption

METHOD: Record natural gas flowrate from the flowmeter to the Process consumption points. Divide the natural gas/hr value by the average gal/hr undenatured ethanol produced during the test period to determine mmbtu of natural gas per gallon of undenatured ethanol production. Average results of all calculations for test period to determine natural gas consumption value for PERFORMANCE TEST.

7.01(k)-B-5

TEST POINT:	Natural gas supply flow meter(s) and locations as established by OWNER, and as necessary to isolate process consumption.

FREQUENCY:	Once per three (3) hours

PREPARATION:	Certify natural gas flowmeter, and any other measuring devices are properly calibrated and suspend all non- process use of natural gas. Note that grain receiving, grain storage and grain milling will be isolated and removed for ethanol plant natural gas usage. Total plant usage and usage net of regenerative thermal oxidizer will be measured. If necessary, an mmbtu/cubic foot correction may be made.

DOCUMENTATION:	Log results on a "Performance Test Data Sheet" (Annex B)

2.6 CALCULATION PROTOCOL

All calculations will be based on actual measured data taken during the test period. For any given sample period, the average value during that period will be determined by the average of the measured data points

7.01(k)-B-6

Annex A

to Approved Performance

Test Protocols

Specifications

1.2.1 Anhydrous Undenatured Ethanol Production Specification

Anhydrous Undenatured Ethanol Production Specification

Anhydrous Fuel Ethanol Production Rate

Undenatured ethanol will meet specifications per ASTM D4806-06c.

40MGY1	60MGY2	Unit
4,522.23	6,783.34	ugal/hr
24	24	hrs/day
108,533	162,800	ugal/day
351	351	days/yr
38,095,238	57,142,857	ugal/yr
5.00%	5.00%	denaturant %
1,904,762	2,857,143	denaturant/yr
40,000,000	60,000,000	dgal/yr
Notes 1. Madera and Boardman plants 2. Stockton, Burley and Brawley plants

Anhydrous

Fuel Ethanol Yield:

7.01(k)-B-7

1.2.2 Utility Consumption Specification

Process Electrical Consumption:

Maximum 0.80 kWh per gallon (average) of undenatured fuel ethanol produced when operating at the nameplate capacity. This number includes process equipment components in mash preparation, liquefaction and cook,

Yeast mix and propagation, fermentation, distillation, dehydration and acid reduction, evaporation, separation and stillage, processcondensate, chemical storage, CO2scrubbing, compressed air, closed seal water system, WDGS transfer and handling, ethanol storage and loadout, cooling tower and chiller including cooling and chilled water circulation, condensate return, process sumps, and heat tracing, regenerative thermal oxidizer, cold lime water softening, boilers, and CO2 recovery equipment installed at PLANT (minor equipment related only to transfer of CO2). The indicated consumption does not include grain receiving, grain storage, grain milling, CO2 processing, CO2 pressurizing, or CO2 liquification. . This guarantee is based on the use of extra high efficiency motors in all applications and 4160 volt motors for applications over 200 HP.


Process Natural Gas Consumption:	Maximum 27,059 actual natural gasBTUs per gallon (average) of undenatured fuel ethanol produced (as calculated in Section 2.5 of the Approved Performance Test Protocols). This number includes the natural gas to all process components except grain receiving, grain storage and grain milling.

7.01(k)-B-8

Annex B

to Approved Performance

Test Protocols

Friday, 2/16/07

0600
0900
1200
1500
1800
1200

7.01(k)-B-9

Annex C

to Approved Performance

Test Protocols

Additional Measurements

Water Consumption (once per day)

Syrup production (once per day)

Beginning inventory of WDG

Ending inventory of WDG

Amount of WDG shipped (per weight certificates) during testing period

Beginning corn inventory (by silo)

Ending corn inventory (by silo)

Beginning ethanol inventory (by tank)

Ending ethanol inventory (by tank)

Denatured ethanol (once per day)

7.01(k)-B-10

Annex D

to Approved Performance

Test Protocols

Additional Deliverables to Independent Engineer

Air emissions test protocol (NRG coordinating Avogadro labs running tests)

Copy of letter to State of California (or appropriate Agency thereof) notifying of emissions test Details of 2/8/07 shutdown (CIP, etc)

Details of testing equipment calibration

List of personnel running and overseeing plant, roles

Corn starch sample 2x per day, send to FRE

Send FRE corn starch sampling SOP

Adjust financial model for non-scope elec, nat gas, if necessary

Elec consumption readings on CLS, RTO — adjust .77 kWh up in financial model, guarantee

7.01(k)-B-11

SCHEDULE 7.02(f)

to Credit Agreement

STORAGE FACILITIES

Madera Grain Mill

The grain mill and associated storage facilities at the Madera Site, consisting of three grain rolling mills, each capable of producing approximately 35 tons per hour of rolled grain, eight associated silos, three interstices (spaces between the silos) with a combined storage capacity of approximately 50,000 tons of grain, and several outbuildings at the Madera Site, including a large pole barn for transloading of commodities that are deemed part of the grain milling operations.

Proposed Stockton Ethanol Tank Farm

PECA plans to construct a tank farm at or adjacent to the Stockton Site at the Port of Stockton. The five million gallon tank farm is expected to have associated rail and truck unloading facilities capable of unloading a unit train of ethanol. A portion of the Stockton Plant's output is expected to be pipelined directly to the tank farm.

Proposed Burley Grain Milling Facilities

PECA may construct grain storage and grain milling facilities adjacent to the Burley Site. Any such facilities would be in excess of that required for normal operation of the Burley Plant. PECA may also construct facilities to mix the distillers grains from the Burley Plant with rolled or ground grain from the proposed grain mill.

7.02(f)-1

Schedule 7.02(t)

to Credit Agreement

CONSTRUCTION BUDGETS

7.02(t)-1

Pacific Ethanol Columbia, LLC (Boardman, Oregon)

Summary Construction and Project Cost Budget

Construction Costs:
Engineering / Procurement / Land & Sitework	$	6,555,948
Site Utilities I Buildings / Other Improvements		4,645,616
Grain Systems & Rail Infrastruacture		6,088,000
Concrete Earthwork / Foundations		5,560,215
Structural Steel I Piping Materials		7,759,049
Pipe Installation / Valves		6,660,880
Equipment & Installation		8,798,917
Field & Shop Fabricated Tanks		8,938,947
Evaporators / Véssels / Columns		5,125,286
Electrical / Control Systems / Instrumentation		4,627,370
Final Product Handling / Fire Safety / Other		7,303,500
Total construction cost		72,063,728

Inventory:
Corn		2,915,400
Ethanol		880,116
WDGs		72,561
Denaturant		149,451
Chemicals/enzymes/yeast		241,709
Spare parts		550,000
Total inventory		4,809,237

Financing:
Capitalized interest		310,000
Capitalized fees		2,125,000
Debt service reserve account		1,679,000
Interest income offset		-
Total financing		4,114,000

Other Capital Costs:
Other working capital (AIR - NP)		1,329,574
Operating expenses		1,744,401
Contingency		7,892,440
Total other capital costs		10,966,415

Total Project Cost	$	91,953,380

7.02(t)-2

Pacific Ethanol Imperial, LW (Brawley, California)

Summary Construction and Project Cost Budget

Construction Costs:
Engineering / Procurement / Land & Sitework	$	12,124,440
Site Utilities I Buildings / Other Improvements		11,820,000
Grain Systems & Rail Infrastruacture		6,000,000
Concrete Earthwork / Foundations		6,650,000
Structural Steel I Piping Materials		10,000,000
Pipe Installation / Valves		9,750,000
Equipment & Installation		14,529,000
Field & Shop Fabricated Tanks		10,520,000
Evaporators / Vessels / Columns		7,425,000
Electrical / Control Systems / Instrumentation		8,150,000
Final Product Handling I Fire Safety / Other		7,707,000
Total construction cost		104,675,440

Inventory:
Corn		2,942,552
Ethanol		1,329,592
WDGs		109,385
Denaturant		224,176
Chemicals/enzymes/yeast		241,709
Spare parts		650,000
Total inventory		5,497,414

Financing:
Capitalized interest		2,399,900
Capitalized fees		2,655,000
Debt service reserve account		2,002,500
Interest income offset
Total financing		7,057,400

Other Capital Costs:
Other working capital (A/R - A/P)		1,770,872
Operating expenses		2,402,994
Contingency		11,836,804
Total other capital costs		16,010,671
Total Project Cost	$	133,240,925

7.02(t)-3

Pacific Ethanol Magic Valley, LLC (Burley, Idaho)

Summary Construction and Project Cost Budget

Construction Costs:
Engineering / Procurement I Land & Sitework	$	9,382,440
Site Utilities / Buildings / Other Improvements		8,920,000
Grain Systems & Rail Infrastruacture		8,700,000
Concrete Earthwork / Foundations		6,650,000
Structural Steel / Piping Materials		10,200,000
Pipe Installation / Valves		9,750,000
Equipment & Installation		10,829,000
Field & Shop Fabricated Tanks		10,520,000
Evaporators / Vessels / Columns		7,425,000
Electrical / Control Systems / Instrumentation		8,150,000
Final Product Handling / Fire Safety / Other		7,907,000
Total construction cost		98,433,440

Inventory:
Corn		2,831,994
Ethanol		1,299,618
WDGs		99,554
Denaturant		228,659
Chemicals/enzymes/yeast		244,126
Spare parts		650,000
Total inventory		5,353,951

Financing:
Capitalized interest		1,539,083
Capitalized fees		2,815,000
Debt service reserve account		2,002,500
Interest income offset
Total financing		6,356,583

Other Capital Costs:
Other working capital (A/R - NP)		1,940,409
Operating expenses		1,793,384
Contingency		11,158,702
Total other capital costs		14,892,494

Total Project Cost	$	125 036,469

7.02(t)-4

Pacific Ethanol Stockton, LLC (Stockton, California) Summary Construction and Project Cost Budget

Construction Costs:
Engineering I Procurement / Land & Sitework	$	14,252,440
Site Utilities / Buildings / Other Improvements		9,520,000
Grain Systems & Rail Infrastruacture		12,150,000
Concrete Earthwork / Foundations		6,650,000
Structural Steel / Piping Materials		10,200,000
Pipe Installation / Valves		9,750,000
Equipment & Installation		10,829,000
Field & Shop Fabricated Tanks		10,520,000
Evaporators / Vessels / Columns		7,425,000
Electrical / Control Systems / Instrumentation		8,150,000
Final Product Handling / Fire Safety / Other		7,307,000
Total construction cost		106,753,440

Inventory:
Corn		3,019,093
Ethanol		1,322,641
WDGs		116,689
Denaturant		224,176
Chemicals/enzymes/yeast		241,709
Spare parts		650,000
Total inventory		5,574,308

Financing:
Capitalized interest		1,927,233
Capitalized fees		2,655,000
Debt service reserve account		2,002,500
Interest income offset		-
Total financing		6,584,733

Other Capital Costs:
Other working capital (A/R - NP)		1,755,365
Operating expenses		2,481,126
Contingency		12,053,548
Total other capital costs		16,290,039

Total Project Cost	$	135,202,520

7.02(t)-5

Schedule 8.08(c)(xiii)

to the Credit Agreement

Target Balance Amounts

On the Conversion Date, the Target Balance Amount shall be an amount equal to the aggregate principal amount of Term Loans disbursed on the Conversion Date and, on each Quarterly Payment Date after the Conversion Date, the Target Balance Amount shall be reduced by an amount equal to one twentieth (1/20) of the aggregate principal amount of the Term Loans disbursed on the Conversion Date.

If an Event of Total Loss with respect to any Plant or an Event of Taking with respect to all or substantially all of any Plant or a sale, transfer or other disposition with respect to all or substantially all of any Plant occurs, then the Target Balance Amount for each Quarterly Payment Date will be reduced by an amount equal to a ratio equal to the number of Plants affected by such occurrence to the number of Plants with respect to which a Funding has been made.

8.08(c)(xiii)-1

SCHEDULE 11.12

to Credit Agreement

NOTICE INFORMATION

BORROWERS

PACIFIC ETHANOL HOLDING CO. LLC

c/o Pacific Ethanol, Inc.

5711 N. West Avenue Fresno, California 93711

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Holding Co. LLC

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

PACIFIC ETHANOL MADERA LLC

c/o Pacific Ethanol, Inc.

5711 N. West Avenue

Fresno, California 9371 1

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Madera LLC

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

11.12-1

PACIFIC ETHANOL COLUMBIA, LLC

c/o Pacific Ethanol, Inc.

5711 N. West Avenue

Fresno, California 93711

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Columbia, LLC

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

PACIFIC ETHANOL STOCKTON, LLC

c/o Pacific Ethanol, Inc.

5711 N. West Avenue

Fresno, California 93711

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Stockton, LL

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

11.12-2

PACIFIC ETHANOL IMPERIAL, LLC

c/o Pacific Ethanol, Inc. 5711 N. West Avenue

Fresno, California 93711

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Imperial, LLC

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

PACIFIC ETHANOL MAGIC VALLEY, LLC

c/o Pacific Ethanol, Inc.

5711 N. West Avenue

Fresno, California 93711

Attn: Jeff Manternach

Telephone: (559) 435-1771

Facsimile: (559) 435-1478

with a copy to:

Pacific Ethanol Magic Valley, LL

c/o Pacific Ethanol, Inc.

400 Capital Mall, Suite 2060

Sacramento, CA 95814

Attn: General Counsel

Telephone: (916) 403-2130

Facsimile: (916) 446-3937

11.12-3

II.	BORROWERS' AGENT PACIFIC ETHANOL HOLDING CO. LLC 400 Capitol Mall, Suite 2060 Sacramento, CA 95814 Attention: General Counsel Telephone: (559) 435-1771 Facsimile: (559) 435-1478

III.	ADMINISTRATIVE AGENT, LEAD ARRANGER AND SOLE BOOKRUNNER WESTLB AG, NEW YORK BRANCH 1211 Avenue of the Americas New York, NY 10036 Attention: Yolette Salnave / Andrea Bailey Phone: 212-852-5994 / 212-597-1158 Facsimile: 212-302-7946 E-mail Address: NYC_Agency_Services@WestLB.com

IV.	COLLATERAL AGENT WESTLB AG, NEW YORK BRANCH 1211 Avenue of the Americas, New York, New York 10036 Attention: Richard Garbarino Telephone: 212 852-5994 Facsimile: (212) 597-1490

V.	ACCOUNTS BANK UNION BANK OF CALIFORNIA, N.A. Power & Utilities Group 445 S. Figueroa Street, 15th Floor Los Angeles, CA 90071 Attention: Jesus Serrano, VP Telephone: (213) 236-4194 Facsimile: (213) 236-4096

11.12-4

Attention: Susan Johnson, VP

Telephone: (213) 236-4125

Facsimile: (213) 236-409

VI.

LEAD ARRANGERS AND CO-SYNDICATION AGENTS

MIZUHO CORPORATE BANK, LTD

1251 Ave. of the Americas

New York, NY 10020

CIT CAPITAL SECURTIES LLC

c/o CIT ENERGY

505 Fifth Avenue, 10th Floor

New York, NY 10017

Attn: Thomas Scifo, Assistant Vice President

Telephone: 212-771-1756

Facsimile: 212-771-9675

VII.

LEAD ARRANGERS AND CO-DOCUMENTATION AGENTS

COOOPERATIVE CENTRALE RAIFFEISENBOERENLEENBANK BA., "RABOBANK NEDERLAND", NEW YORK BRACH

U.S. Counsel

245 Park Avenue

New York, NY 10167

Attn: Andrew Sherman

Telephone: 212-808-2513

Facsimile: 212-916-7880

with a copy to:

Executive Director

123 North Wacker Drive, Ste. 2100 Chicago, IL 60606

Attn: Brad Peterson

Telephone: 312-408-8222

Facsimile: 312-408-8240

11.12-5

BANCO SANTANDER CENTRAL HISPANO S.A., NEW YORK BRANCH

45 East 53rd Street

New York, NY 1022

Attn: Felipe Gonzalez

Telephone: 212-407-0997

Facsimile: 212-350-0740

IX.	INTEREST RATE PROTECTION PROVIDER WESTLB AG, NEW YORK BRANCH 1211 Avenue of the Americas New York, NY 10036 Attention: Lawrence Vassallo Phone: 212-597-8500 Facsimile: 212-597-3977 E-mail Address: lawrence_vassallo@westlb.com

11.12-6

ARTICLE IX	DEFAULT AND ENFORCEMENT	130

Section 9.01	Events of Default	130
Section 9.02	Action Upon Bankruptcy	137
Section 9.03	Action Upon Other Event of Default	137
Section 9.04	Application of Proceeds	138

ARTICLE X	THE AGENTS	139

Section 10.01	Appointment and Authority	139
Section 10.02	Rights as a Lender or Interest Rate Protection Provider	141
Section 10.03	Exculpatory Provisions	141
Section 10.04	Reliance by Agents	142
Section 10.05	Delegation of Duties	142
Section 10.06	Resignation or Removal of Agent	142
Section 10.07	No Amendment to Duties of Agent Without Consent	143
Section 10.08	Non-Reliance on Agent and Other Lenders	144
Section 10.09	No Lead Arranger, Syndication Agent, Bookrunner Duties	144
Section 10.10	Collateral Agent May File Proofs of Claim	144
Section 10.11	Collateral Matters	145
Section 10.12	Copies	145

ARTICLE XI	MISCELLANEOUS PROVISIONS	146

Section 11.01	Amendments, Etc	146
Section 11.02	Applicable Law; Jurisdiction; Etc	147
Section 11.03	Assignments	149
Section 11.04	Benefits of Agreement	152
Section 11.05	Borrowers' Agent	153
Section 11.06	Consultants	153
Section 11.07	Costs and Expenses	153
Section 11.08	Counterparts; Effectiveness	154
Section 11.09	Indemnification by the Borrowers	154
Section 11.10	Interest Rate Limitation	155
Section 11.11	No Waiver; Cumulative Remedies	155
Section 11.12	Notices and Other Communications	155
Section 11.13	Patriot Act Notice	159
Section 11.14	Payments Set Aside	159
Section 11.15	Right of Setoff	159
Section 11.16	Severability	159
Section 11.17	Survival	160
Section 11.18	Treatment of Certain Information; Confidentiality	160
Section 11.19	Waiver of Consequential Damages, Etc	161
Section 11.20	Waiver of Litigation Payments	161

	PACIFIC ETHANOL HOLDING CO. LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance


	PACIFIC ETHANOL MADERA LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance


	PACIFIC ETHANOL COLUMBIA, LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance


	PACIFIC ETHANOL STOCKTON, LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance


	PACIFIC ETHANOL IMPERIAL, LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance

	PACIFIC ETHANOL MAGIC VALLEY, LLC,
	as Borrower

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance


	PACIFIC ETHANOL HOLDING CO. LLC,
	as Borrowers' Agent

	By: /s/ JEFFREY MANTERNACH
	Name: Jeffrey Manternach
	Title: Vice President Finance

	WESTLB AG, NEW YORK BRANCH,
	as Lead Arranger and Sole Bookrunner

	By: /s/ PAUL VASTOLA
	Name: Paul Vastola
	Title: Director


	By: /s/ JAMES R. ANDERSON
	Name: James R. Anderson
	Title: Associate Director


	WESTLB AG, NEW YORK BRANCH,
	as Administrative Agent

	By: /s/ PAUL VASTOLA
	Name: Paul Vastola
	Title: Director


	By: /s/ JAMES R. ANDERSON
	Name: James R. Anderson
	Title: Associate Director

	WESTLB AG, NEW YORK BRANCH,
	as Lender

	By: /s/ PAUL VASTOLA
	Name: Paul Vastola
	Title: Director


	By: /s/ JAMES R. ANDERSON
	Name: James R. Anderson
	Title: Associate Director


	WESTLB AG, NEW YORK BRANCH,
	as Collateral Agent

	By: /s/ PAUL VASTOLA
	Name: Paul Vastola
	Title: Director


	By: /s/ JAMES R. ANDERSON
	Name: James R. Anderson
	Title: Associate Director

		Page

ARTICLE I	DEFINITIONS AND INTERPRETATION	2

Section 1.01	Defined Terms	2
Section 1.02	Principles of Interpretation	2
Section 1.03	UCC Terms	3
Section 1.04	Accounting and Financial Determinations	3
Section 1.05	Joint and Several	3

ARTICLE II	COMMITMENTS AND BORROWING	4

Section 2.01	Construction Loans	4
Section 2.02	Term Loans	7
Section 2.03	Working Capital Loans	8
Section 2.04	Letters of Credit	8
Section 2.05	Notice of Fundings	10
Section 2.06	Funding of Loans	11
Section 2.07	Evidence of Indebtedness	13
Section 2.08	Termination or Reduction of Commitments	14
Section 2.09	Tranche Reallocation	15
Section 2.10	Additional Greenfield Plant	16

ARTICLE III	REPAYMENTS, PREPAYMENTS, INTEREST AND FEES	16

Section 3.01	Repayment of Construction Loan Fundings	16
Section 3.02	Repayment of Term Loan Fundings	16
Section 3.03	Repayment of Working Capital Loan Fundings	17
Section 3.04	Interest Payment Dates	17
Section 3.05	Interest Rates	17
Section 3.06	Default Interest Rate	18
Section 3.07	Interest Rate Determination	19
Section 3.08	Computation of Interest and Fees	19
Section 3.09	Optional Prepayment	19
Section 3.10	Mandatory Prepayment	21
Section 3.11	Time and Place of Payments	23
Section 3.12	Fundings and Payments Generally	23
Section 3.13	Fees	24
Section 3.14	Pro Rata Treatment	24
Section 3.15	Sharing of Payments	25
Section 3.16	Termination of Interest Rate Protection Agreement in Connection with Any Prepayment	26

ARTICLE IV	EURODOLLAR RATE AND TAX PROVISIONS	26

Section 4.01	Eurodollar Rate Lending Unlawful	26
Section 4.02	Inability to Determine Eurodollar Rates	27
Section 4.03	Increased Eurodollar Loan Costs	27
Section 4.04	Obligation to Mitigate	28
Section 4.05	Funding Losses	28
Section 4.06	Increased Capital Costs	29
Section 4.07	Taxes	29

ARTICLE V	REPRESENTATIONS AND WARRANTIES	31

Section 5.01	Organization; Power and Compliance with Law	31
Section 5.02	Due Authorization; Non-Contravention	31
Section 5.03	Governmental Approvals	32
Section 5.04	Investment Company Act	34
Section 5.05	Validity of Financing Documents	34
Section 5.06	Financial Information	34
Section 5.07	No Material Adverse Effect	34
Section 5.08	Project Compliance	34
Section 5.09	Litigation	35
Section 5.10	Sole Purpose Nature; Business	35
Section 5.11	Contracts	35
Section 5.12	Collateral	37
Section 5.13	Ownership of Properties	39
Section 5.14	Taxes	40
Section 5.15	Patents, Trademarks, Etc	40
Section 5.16	ERISA Plans	40
Section 5.17	Property Rights, Utilities, Supplies Etc	40
Section 5.18	No Defaults	41
Section 5.19	Environmental Warranties	41
Section 5.20	Regulations T, U and X	42
Section 5.21	Accuracy of Information	42
Section 5.22	Indebtedness	43
Section 5.23	Separateness	44
Section 5.24	Required LLC Provisions	44
Section 5.25	Subsidiaries	45
Section 5.26	Foreign Assets Control Regulations, Etc	45
Section 5.27	Employment Matters	45
Section 5.28	Solvency	46
Section 5.29	Legal Name and Place of Business	46
Section 5.30	No Brokers	46
Section 5.31	Insurance	46
Section 5.32	Accounts	47

ARTICLE VI	CONDITIONS PRECEDENT	47

Section 6.01	Conditions to Closing	47
Section 6.02	Conditions to Madera Funding	54
Section 6.03	Conditions to Boardman Funding	57
Section 6.04	Conditions to First Funding for Each Greenfield Plant	60
Section 6.05	Conditions to All Greenfield Plant Construction Loan Fundings	67
Section 6.06	Conditions to Greenfield Plant Top-Up Funding	69
Section 6.07	Conditions to Term Loan Funding	70
Section 6.08	Conditions to All Fundings	71

ARTICLE VII	COVENANTS	73

Section 7.01	Affirmative Covenants	73
Section 7.02	Negative Covenants	82
Section 7.03	Reporting Requirements	92
Section 7.04	Release of Borrower	97

ARTICLE VIII	PROJECT ACCOUNTS	98

Section 8.01	Establishment of Project Accounts	98
Section 8.02	Deposits into and Withdrawals from Project Accounts	100
Section 8.03	Escrow Account	102
Section 8.04	Construction Holding Account	102
Section 8.05	Stockton Construction Account	103
Section 8.06	Brawley Construction Account	105
Section 8.07	Burley Construction Account	106
Section 8.08	Revenue Account	108
Section 8.09	Operating Account	113
Section 8.10	Maintenance Capital Expense Account	114
Section 8.11	Working Capital Reserve Account	114
Section 8.12	Debt Service Reserve Account	116
Section 8.13	Prepayment Holding Account	118
Section 8.14	Insurance and Condemnation Proceeds Accounts	118
Section 8.15	Extraordinary Proceeds Account	120
Section 8.16	Warranty Accounts	122
Section 8.17	Representations, Warranties and Covenants of Accounts Bank	122
Section 8.18	Project Accounts	124
Section 8.19	Project Accounts as Deposit Account	125
Section 8.20	Duties of Accounts Bank	126
Section 8.21	Subordination	126
Section 8.22	Borrower Acknowledgments	127
Section 8.23	Agreement to Hold In Trust	127
Section 8.24	Interest and Investments	127
Section 8.25	Accounts Bank Information	128
Section 8.26	Notices of Suspension of Accounts	129

	MIZUHO CORPORATE BANK, LTD.,
	as Lead Arranger and Co-Syndication Agent

	By: /s/ AKIRA TAZUKA
	Name: Akira Tazuka
	Title: General Manager


	MIZUHO CORPORATE BANK, LTD.,
	as Lender

	By: /s/ AKIRA TAZUKA
	Name: Akira Tazuka
	Title: General Manager

	CIT CAPITAL SECURITIES LLC,
	as Lead Arranger and Co-Syndication Agent

	By: /s/ ROBERT W. SEXTON
	Name: Robert W. Sexton
	Title: SVP


	CIT CAPITAL USA INC.,
	as Lender

	By: /s/ ROBERT W. SEXTON
	Name: Robert W. Sexton
	Title: Managing Director

	COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
	as Lead Arranger and Co-Documentation Agent

	By: /s/ JEFF BLISS
	Name: Jeff Bliss
	Title: Vice President


	By: /s/ NICK BAIKIE
	Name: Nick Baikie
	Title: Attorney-in-fact


	COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
	as Lender

	By: /s/ JEFF BLISS
	Name: Jeff Bliss
	Title: Vice President


	By: /s/ NICK BAIKIE
	Name: Nick Baikie
	Title: Attorney-in-fact

	BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH,
	as Lead Arranger and Co-Documentation Agent

	By: /s/ J. RUBEN PEREZ-ROMO
	Name: J. Ruben Perez-Romo
	Title: Vice President
	Global Corporate Banking


	By: /s/ JOSE CASTELLO
	Name: Jose Castello
	Title: Managing Director
	Head of U.S. Global Corporate Banking


	BANCO SANTANDER CENTRAL HISPANO S.A, NEW YORK BRANCH,
	as Lender

	By: /s/ J. RUBEN PEREZ-ROMO
	Name: J. Ruben Perez-Romo
	Title: Vice President
	Global Corporate Banking


	By: /s/ JOSE CASTELLO
	Name: Jose Castello
	Title: Managing Director
	Head of U.S. Global Corporate Banking

	UNION BANK OF CALIFORNIA, N.A.,
	as Accounts Bank

	By: /s/ JESUS SERRANO
	Name: Jesus Serrano
	Title: VP

	NORTHWEST FARM CREDIT SERVICE, FLCA,
	as Lender

	By: /s/ CASEY KINSER
	Name: Casey Kinser
	Title: Account Manager

	NORDKAP BANK AG,
	as Lender

	By: /s/ J. OGRIG
	Name: J. Ogrig
	Title:


	By: /s/ B. GADOLA
	Name: B. Gadola
	Title:

	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
	as Lender

	By: /s/ BEN MAHLICH
	Name: Ben Mahlich
	Title: Assistant Vice President/Lending Officer

	SHOREBANK PACIFIC,
	as Lender

	By: /s/ RANDELL LEACH
	Name: Randell Leach
	Title: Chief Credit Officer

	NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH,
	as Lender

	By: /s/ BRUNO MEJEAN
	Name: Bruno Mejean
	Title: Senior Vice President


	By: /s/ MARCO BURMESTER
	Name: Marco Burmester
	Title: Analyst

	METROPOLITAN LIFE INSURANCE COMPANY,
	as Lender

	By: /s/ JUDITH A. GULOTTA
	Name: Judith A. Gulotta
	Title: Director

LOAN (specify loan type, including whether loan is Base Rate Loan or Eurodollar Loan, and tranche)	PRINCIPAL AMOUNT	CURRENT INTEREST PERIOD DURATION (for Eurodollar Loans only)	CURRENT INTEREST PERIOD OR QUARETERLY PERIOD ENDS ON	DURATION OF IMMEDIATELY SUCCEEDING INTEREST PERIOD' (for Eurodollar Loans only)
	$
	$

Month/Year	Madera		Boardman		Burley		Stockton		Brawley		Total

Mar-07	$	51,153,846	$	-	$	-	$	-	$	-	$	51,153,846
Apr-07		-		-		-		-		-		-
May-07		-		-		-		-		-		-
Jun-07		-		-		-		-		-		-
Jul-07		-		-		-		-		-		-
Aug-07		-		51,153,846		-		-		-		51,153,846
Sep-07		-		-		9,000,000		-		-		9,000,000
Oct-07		-		-		9,000,000		9,000,000		10,350,000		28,350,000
Nov-07		-		-		9,000,000		9,900,000		10,800,000		29,700,000
Dec-07		-		-		9,000,000		9,000,000		9,450,000		27,450,000
Jan-08		-		-		9,000,000		8,100,000		8,100,000		25,200,000
Feb-08		-		-		-		9,000,000		6,300,000		15,300,000
Mar-08		-		-		29,230,769		-		-		29,230,769
Apr-08		-		-		-		-		-		-
May-08		-		-		-		29,230,769		-		29,230,769
Jun-08		-		-		-		-		29,230,769		29,230,769
Jul-08		-		-		-		-		-		-
Aug-08		-		-		-		-		-		-
Sep-08		-		-		-		-		-		-
Oct-08		-		-		-		-		-		-
Total draws	$	51,153,846	$	51,153,846	$	74,230,769	$	74,230,769	$	74,230,769	$	325,000,000