Common use of Form of Face of Security Clause in Contracts

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert legend Security, as required by Section 2.4 2.04 of the this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLFINANCIAL INSTITUTIONS, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ NO. U.S.$ [CUSIP No. ________] PACIFIC ETHANOLFINANCIAL INSTITUTIONS, INC., . a company duly incorporated under the laws of the State of Delaware New York corporation (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. , 20 , [If if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (to and without any interest or other payment in respect of any such delay) with the extent that same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of such interest shall be legally enforceablePayment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeCompany, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert—— (Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—— (Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least _____ 15 days prior to the payment date)] [if applicable, insert—; insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLHEREIN.]2 [THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware AS AMENDED (herein called the THE “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred toSECURITIES ACT”), for value receivedOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, hereby promises to pay to _______________THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, or registered assignsSOLD, the principal sum of _______________ United States Dollars on _______________ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. [If the Security is to bear interest prior to MaturityBY ITS ACQUISITION HEREOF, insert—OR OF A BENEFICIAL INTEREST HEREIN, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.THE HOLDER:

Form of Face of Security. [If the Security is an Original Issue Discount a Restricted Security, insert—then insert - THIS ----------------------------------------------------- SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY [THE INITIAL INVESTOR][AN INVESTOR WHO WAS PRIOR TO THE DISTRIBUTION OF THIS SECURITY HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL INVESTOR THEREOF] (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE OR TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES STATES. IF THIS SECURITY IS OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, IT MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.] NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDAMENDED (THE "CODE")(EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE AMOUNT ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF THE ORIGINAL ISSUE DISCOUNT ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT ELIGIBLE FOR THE SHORT ACCRUAL PERIOD EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS _______________ NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE METHOD USED EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] SUCH PURCHASE OR HOLDING. [If applicable, insert —UNLESS -THE RECEIPT AND ACCEPTANCE OF THIS SECURITY IS PRESENTED OR --------------------- ANY INTEREST HEREIN BY AN AUTHORIZED REPRESENTATIVE OR ON BEHALF OF THE DEPOSITORY TRUST COMPANY, HOLDER HEREOF OR ANY BENEFICIAL OWNER SHALL CONSTITUTE THE ACCEPTANCE BY THE HOLDER HEREOF AND ALL OTHERS HAVING A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION BENEFICIAL INTEREST IN THIS SECURITY OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE ALL OF THE DEPOSITORY TRUST COMPANY (TERMS AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE PROVISIONS OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR REGISTRATION RIGHTS AGREEMENT REFERRED TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLTHE PMI GROUP, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP (Title of Security) No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert Security, - insert legend required by Section 2.4 2.04 of the Indenture] [If applicable, insert —- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No ______Pioneer Drilling Company No_________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC.Pioneer Drilling Company, a company corporation duly incorporated organized and existing under the laws of the State of Delaware Texas (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. [If if the Security is to bear interest prior to Maturity, insert—insert –, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on _______________ and _______________ in each year, commencing _______________, and at the Maturity thereof, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicableapplicable insert --, insert—provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. , from the dates such amounts are due until they are paid or made available for payment, and any such interest on any overdue installment shall be payable on demand.] [If applicable, insert -- In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert – The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security and any overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—insert -- Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert -- any such] interest on this Security will [may be made pursuant to the Applicable Procedures of the Depositary as permitted in such Indenture][will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]].] [If a Definitive definitive Security, insert—insert --] Payment of the principal of (and premium, if any) and [if applicable, insert—insert – any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsdebts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____ in _________ and ____ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [______] (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least [_____ __] days prior to the payment date)] [if applicable, insert—insert –; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL[CANADIAN LEGEND - INCLUDE IF SECURITY IS ISSUED BEFORE March 4, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated 2011 - Unless permitted under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assignssecurities legislation, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities holder of this series security must not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with trade the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. security before [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from insert the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at four months and a day after the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currencydistribution date].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)]MINEFINDERS CORPORATION LTD.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ACCEPTANCE INSURANCE COMPANIES INC. [Title of Security] [If the Security is an Original Issue Discount a Restricted Security, insert—insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES INTERNAL REVENUE CODE STATES. THE HOLDER OF 1986THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS AMENDED, PROVIDED IN THE AMOUNT INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ORIGINAL ISSUE DISCOUNT IS _______________, EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderSECURITIES.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, $ ACCEPTANCE INSURANCE COMPANIES INC., a company duly incorporated under the laws of the State of Delaware corporation (herein hereinafter called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of _________ Dollars on _______ United States Dollars on __, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier than ___________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than _________]. [If the Security is to bear interest prior to Maturity, insert—, and The Company further promises to pay interest thereon on said principal from _______________ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on _______________ and _______________ in [insert applicable Interest Payment Dates] of each year, commencing _______________, _ at the rate of _____% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, insert—insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest installment [if applicable, insert--, which shall be the _____[__________ or _______________ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturityapplicable, insert—The principal --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security shall not bear interest except in Security, from time to time to defer the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of interest on this Security shall bear interest at the rate of for up to _____% per annum ____ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest ) at the rate of _____% per annum (to annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such demand Issuer Trust would be payable but for payment to such deferral, and (ii) the date payment on which the Property Trustee of such interest has been made Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or duly provided forthe date such Distributions are payable, and but in any event not less than one Business Day prior to such interest shall also be payable on demandrecord date.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer at the office or agency of immediately available funds to a bank account the Company maintained for that purpose in _______________ designated by the Holder United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made insert--; provided, however that at the office or agency option of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company (i) by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Securities Register] [, or by transfer (ii) if to a [United States Dollar] [state other currency] account maintained Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Trustee not later than 15 calendar days prior to the applicable Interest Payment Date)date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE OVERSEAS LIMITED [ ] PACIFIC ETHANOL, INCGUARANTEED BY COMPANHIA VALE DO RIO DOCE No. [TITLE OF SECURITY[ ] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$ [ ] VALE OVERSEAS LIMITED, a company duly incorporated organized and existing under the laws of the State of Delaware Cayman Islands (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] VALE OVERSEAS LIMITED By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. COMPANHIA VALE DO RIO DOCE By: Name: Title: By: Name: Title:

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____[ ,] THE YIELD TO MATURITY IS _______________ [_____[ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLGLOBALSTAR, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ $ [CUSIP No. ________] PACIFIC ETHANOLGLOBALSTAR, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legend shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE ISSUER, ANY GUARANTOR, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCOMPANY (“DTC”), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITYInsert any legend required by the Internal Revenue Code and the regulations thereunder] No _______________ U.S. $__________ [WPP FINANCE 2010 No. CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware ISIN No. U.S.$ WPP Finance 2010 (herein called the “Company,” Issuer”, which term includes any successor or resulting Successor Person under the Indenture hereinafter referred to), an unlimited liability company organized and existing under the laws of England and Wales, for value received, hereby promises to pay to _______________, or registered assigns, [include if this Security is a Global Security — the initial principal amount specified on Schedule A hereto (such initial principal amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “principal”)] [include if this Security is not a Global Security — the principal sum of _______________ United States Dollars Dollars] on _______________or any other Maturity Date. [If if the Security is to bear interest prior to Maturity, insert—insert — This Note shall bear interest at the rate of [ ]% per annum, and to pay interest thereon from _______________ [ ], [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at as the rate of _____% per annumcase may be, until the principal hereof is paid or made available for payment payment. Interest shall be payable semi-annually on [ ] and [ ] (each an “Interest Payment Date”), beginning on [ ], [ ], to the Holders in whose names this Note is registered at the close of business on the Regular Record Date immediately preceding the related Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.] [if applicable, insert—insert — ; Any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The Any interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest but not so punctually paid or duly provided for will on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that or premium which is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), which shall accrue from the date of such demand until the amount so demanded is paid or made available for payment to the date payment of such interest has been made or duly provided for, and such payment. Interest on any overdue interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and of, [premium, if any) ,] and [if applicable, insert—any suchinsert — interest] interest on this Security will shall be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture; provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company Issuer maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Issuer, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register [if applicable, insert — ; and provided, further, that at the option of the Company Issuer payments of any interest on the Securities (other than at Maturity) may be made, in the case of a registered Holder of at least U.S.$5,000,000 principal amount of Securities, by [electronic funds transfer of immediately available funds to a United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] dollar account maintained by the payee with a bank in The City of New York [state payee; provided such registered Holder so elects by giving written notice to the Trustee or the Principal Paying Agent designating such account, no later than 15 days immediately preceding the relevant date for payment (or such other Place of Payment] (so long date as the applicable Paying Agent has received proper transfer instructions Trustee may accept in writing its discretion). Unless such designation is revoked, any such designation made by the record date prior such Holder with respect to the applicable Interest Payment Date)]such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (Interest Security). [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 INCLUDE IF INTEREST SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL[INCLUDE IF INTEREST SECURITY IS A PHYSICAL SECURITY — IN CONNECTION WITH ANY TRANSFER, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demandTHE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.] [If a Global SecurityINCLUDE IF INTEREST SECURITY IS A PHYSICAL SECURITY (PRIVATE PLACEMENT LEGEND) — THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, insert—Payment of the principal of AS AMENDED (and premiumTHE “SECURITIES ACT”), if anyAND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) and REPRESENTS THAT IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] [if applicableINCLUDE FOR ALL INTEREST SECURITIES ISSUED WITHIN FOUR MONTHS OF THE DATE OF ISSUANCE OF THE 2015 SECURITIES (PRIVATE PLACEMENT LEGEND) — WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [state other currencyINSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER DATE OF ISSUANCE]. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER DATE OF ISSUANCE].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)]GOLD RESERVE INC.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert Security, - insert legend required by Section 2.4 2.04 of the Indenture] [If applicable, insert —- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No ______Magnum Hunter Resources Corporation No_________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC.Magnum Hunter Resources Corporation, a company corporation duly incorporated organized and to existing under the laws of the State of Delaware (herein called the “Company,” Company which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. [If if the Security is to bear interest prior to Maturity, insert—insert –, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicableapplicable insert --, insert—provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)], from the dates such amounts are due until they are paid or made available for payment.] [If applicable, insert -- In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert – The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security and any overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that or premium which is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), which shall accrue from the date of such demand until the amount so demanded is paid or made available for payment to the date payment of such interest has been made or duly provided for, and such payment. Interest on any overdue interest shall also be payable on demand.] [If a Global Security, insert—insert -- Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert -- any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive definitive Security, insert—insert --] Payment of the principal of (and premium, if any) and [if applicable, insert—insert – any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsdebts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____ in _________ and ____ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [______] (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least [_____ __] days prior to the payment date)] [if applicable, insert—insert –; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legend shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITY] No _________AMÉRICA MÓVIL, S.A. DE C.V. No. ______ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL_ U.S.$ ISIN No. ________ ____ América Móvil, INC., a company duly incorporated under the laws of the State of Delaware S.A. de C.V. (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), a sociedad anónima de capital variable organized and existing under the laws of Mexico, for value received, hereby promises to pay to to________________, or registered assigns, the principal sum of ________________________ United States Dollars on _______________. ___________ [If if the Security is to bear interest prior to Maturity, insertinsert —, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______commencing________, and at the Maturity thereof, at the rate of _____% of_____% per annum, until the principal hereof is paid or made available for payment [if applicable, insertinsert —, provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____% of_____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for will on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will shall be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. HEREIN.]2 [TITLE THIS SECURITY AND THE SHARES OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE 2 This legend is to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If be included only if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security. SECURITIES ACT OF 1933, insert—Payment of the principal of AS AMENDED (and premiumTHE “SECURITIES ACT”), if any) and [if applicableOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive SecurityTHE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, insert—Payment of the principal of (and premiumSOLD, if any) and [if applicableASSIGNED, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________TRANSFERRED, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying AgentPLEDGED, at the [main] offices of _______________ in _______________ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, or at such other offices or agencies as the Company may designateOR NOT SUBJECT TO, by [United States Dollar] [state other currency] check drawn onREGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, or transfer to a [United States Dollar] account maintained by the payee withOR OF A BENEFICIAL INTEREST HEREIN, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.THE HOLDER:

Form of Face of Security. FIRST EMPIRE STATE CORPORATION [Title of Security] [If the Security is an Original Issue Discount a Restricted Security, insert—insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES INTERNAL REVENUE CODE STATES. THE HOLDER OF 1986THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS AMENDED, PROVIDED IN THE AMOUNT INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ORIGINAL ISSUE DISCOUNT IS EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE CAPITAL SECURITIES.] No._______________ $_______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK FIRST EMPIRE STATE CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY a New York corporation (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein hereinafter called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of ___________ Dollars on _____ United States Dollars on ______, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier than _____________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than ___________]. [If the Security is to bear interest prior to Maturity, insert—, and The Company further promises to pay interest thereon on said principal from _______________ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on _______________ and _______________ in [insert applicable Interest Payment Dates] of each year, commencing _______________, _ at the rate of _____% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, insert—insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest installment [if applicable, insert--, which shall be the ____[___________ or _______________ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturityapplicable, insert—The principal --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security shall not bear interest except in Security, from time to time to defer the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of interest on this Security shall bear interest at the rate of for up to _____% per annum _________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed ________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest ) at the rate of _____% per annum (to annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date of on which such demand for payment to the date payment of such interest has amounts would otherwise have been due and payable until paid or made or duly provided available for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legend shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITY] No _______________ U.S. $__________ [Telefonos de Mexico, S.A. de C.V. ---------- No. ---------- CUSIP No. ________] PACIFIC ETHANOL$ ------------- -------- Telefonos de Mexico, INC.S.A. de C.V., a company duly incorporated sociedad anonima de capital variable organized and existing under the laws of the State of Delaware Mexico (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States ----------------------- Dollars on _______________. -------------------------- ----------------------------------------- [If if the Security is to bear interest prior to Maturity, insert—insert -- , and to pay interest thereon from _______________ or from the most recent Interest Payment ---------------- Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, and at ------------ ----------- -------------- the Maturity thereof, at the rate of _____% per annum, until the principal hereof --- is paid or made available for payment [if applicable, insert—insert -- , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that --- the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ ------- ------- (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____% per annum (to the extent that the payment of ---- such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert -- any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ INDENTURE]. [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)OF) DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLAVON PRODUCTS, INC. [TITLE OF SECURITYTitle of Security] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL$ Avon Products, INC.Inc., a company corporation duly incorporated organized and existing under the laws of the State of Delaware New York (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [ INCLUDE IF SECURITY IS A GLOBAL SECURITY — (which amount may from time to time be increased or decreased by adjustments made on _______________. [If the Security is to bear interest prior to Maturityrecords of the Trustee, insert—as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on , and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually [semiannually] on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to . If this Security is a [United States Dollar] [state other currency] account maintained by Global Security, then notwithstanding the payee foregoing, each such payment will be made in accordance with a bank the procedures of the Depositary as then in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] effect. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert Security, — insert legend required by Section 2.4 2.04 of the Indenture] [If applicable, insert —— UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLHarvest Natural Resources, INC. [TITLE OF SECURITY] Inc. No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL$ Harvest Natural Resources, INC.Inc., a company corporation duly incorporated organized and existing under the laws of the State of Delaware (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. [If if the Security is to bear interest prior to Maturity, insertinsert —, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on _______________ and _______________ in each year, commencing _______________, and at the Maturity thereof, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insertapplicable insert —, provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. , from the dates such amounts are due until they are paid or made available for payment, and any such interest on any overdue installment shall be payable on demand.] [If applicable, insert — In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security and any overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—insert — Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will [may be made pursuant to the Applicable Procedures of the Depositary as permitted in such Indenture][will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]].] [If a Definitive definitive Security, insertinsert —] Payment of the principal of (and premium, if any) and [if applicable, insert—insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsdebts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in ___and _________in ___, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [___] (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least [_____ ] days prior to the payment date)] [if applicable, insertinsert —; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount a Restricted Security, insert—then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY [THE INITIAL INVESTOR] [AN INVESTOR WHO WAS PRIOR TO THE DISTRIBUTION OF THIS SECURITY HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL INVESTOR THEREOF] (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK- ENTRY FORM AS SET FORTH IN (A) ABOVE OR TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES STATES. IF THIS SECURITY IS OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, IT MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS REFERRED TO BELOW. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.] NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDAMENDED (THE "CODE")(EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE AMOUNT ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF THE ORIGINAL ISSUE DISCOUNT ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT ELIGIBLE FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE DEPOSITORY TRUST COMPANYEXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, A NEW YORK CORPORATION95-60, TO THE COMPANY 91-38, 90-1 OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE 84-14 OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE PURCHASE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLHOLDING. PROVIDIAN BANCORP, INC. [(TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP ) No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Form of Face of Security. [If the Include if Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF a Restricted Global Security — THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES INTERNAL REVENUE CODE SECURITIES ACT OF 19861933, AS AMENDED, OR THE AMOUNT SECURITIES ACT, AND THIS SECURITY MAY NOT BE REOFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ORIGINAL ISSUE DISCOUNT IS _______________, SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT HOLDER OF THIS SECURITY AGREES FOR THE SHORT ACCRUAL PERIOD BENEFIT OF THE ISSUER OR ANY SUBSIDIARY THAT (A) THIS SECURITY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS _______________ A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (IV) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; AND (B) THE METHOD USED HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO DETERMINE IN (A) ABOVE. THIS LEGEND MAY ONLY BE REMOVED AT THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderOPTION OF THE ISSUER.] [If Include if Security is a Regulation S Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS Security — THIS SECURITY IS PRESENTED BY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AUTHORIZED REPRESENTATIVE AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREINSECURITIES ACT.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly VOTORANTIM CIMENTOS S.A. (incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises Brazil) [REGULATION S GLOBAL SECURITY/RESTRICTED GLOBAL SECURITY]1 representing up to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—$750,000,000 7.25% SENIOR NOTES DUE 2041 jointly and severally guaranteed by VOTORANTIM PARTICIPAÇÕES S.A., and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided forVOTORANTIM INDUSTRIAL S.A., semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.ISIN Number] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currencyCUSIP Number].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.**:

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE OVERSEAS LIMITED [ ] PACIFIC ETHANOL, INCGUARANTEED BY COMPANHIA VALE DO RIO DOCE No. [TITLE OF SECURITY[ ] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$ [ ] VALE OVERSEAS LIMITED, a company duly incorporated organized and existing under the laws of the State of Delaware Cayman Islands (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or upxx xxxxxxxxxx, xxxx xxxxxxxxxx xr at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] VALE OVERSEAS LIMITED By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. COMPANHIA VALE DO RIO DOCE By: Name: Title: By: Name: Title:

Form of Face of Security. (a) The form of the face of any Security authenticated and delivered hereunder shall be substantially as follows. All Securities which are Global Securities must contain the Global Securities legend provided below. Unless and until a Security is sold under an effective Registration Statement pursuant to the Registration Rights Agreement, then each Security shall bear the legend for Restricted Securities provided below on the face thereof. In addition, all Securities must contain the tax legend identified below. XXXXXXXX BROADCAST GROUP, INC. CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018 [If the Security is an Original Issue Discount a Global Security, insert—FOR PURPOSES OF SECTION 1275 insert the following legend]—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986, A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS AMENDED, A WHOLE BY THE AMOUNT DEPOSITARY TO A NOMINEE OF THE ORIGINAL ISSUE DISCOUNT IS _______________DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] LIMITED CIRCUMSTANCES DESCRIBED IN THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY SECURITY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. [If this Security is a Restricted Security insert the following legend (the "Restricted Securities Legend")] PACIFIC ETHANOLTHIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, SUBJECT TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. [All Securities must include the following tax legend] THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1271, 1272, 1273 AND 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS SUBJECT TO THE CONTINGENT PAYMENT DEBT INSTRUMENT REGULATIONS OF TREASURY REGULATION SECTION 1.1275-4. THE ISSUE PRICE OF THIS NOTE WAS $1,000 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT ISSUANCE; THE ISSUE DATE IS MAY 20, 2003; THE COMPARABLE YIELD IS 9.25% PER ANNUM, COMPOUNDED SEMIANNUALLY; THE PROJECTED PAYMENT SCHEDULE IS ATTACHED AS ANNEX 1 TO THE INDENTURE; AND THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $2,197.59 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT ISSUANCE, BASED ON THE PROJECTED PAYMENT SCHEDULE AND DETERMINED WITHOUT TAKING INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION 1.1275-4(b). 21 XXXXXXXX BROADCAST GROUP, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018 Cusip No. ________] PACIFIC ETHANOL.: No: $ XXXXXXXX BROADCAST GROUP, INC., a company corporation duly incorporated existing and qualified under the laws of the State of Delaware Maryland (herein called the “"Company,” " which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, on July 15, 2018, the principal sum Accreted Principal Price of _______________ United States Dollars this Security on _______________such date, plus accrued and unpaid interest through such date, unless earlier converted, redeemed or repurchased. [If For the sake of clarity, the Accreted Principal Price of this Security on July 15, 2018 will be $1,256.60 for every $1,000 of Principal Amount at Issuance of this Security, and a Security with a Principal Amount at Issuance of $125,000,000 would have an Accreted Principal Price on July 15, 2018 of $157,075,000. The Principal Amount at Issuance of this Security is to bear interest prior to Maturity$ . The Principal Amount at Issuance will accrete in accordance with the terms of the Indenture. In addition, insert—for value received, and the Company hereby promises to pay interest thereon to , or registered assigns, (i) from _______________ May 20, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each yearto, commencing _______________but not including January 15, 2011, cash interest at the an annual rate of _____4.875% per annumof the Principal Amount at Issuance and (ii) from January 15, until 2011, or from the principal hereof most recent Interest Payment Date following January 15, 2011 to which interest has been paid or provided for, to, but not including, the date on which the Accreted Principal Price of this Security is paid or made available for payment [if applicablepayment, insert—cash interest at an annual rate of 2.00% of the Principal Amount at Issuance. Such cash interest on this Security is payable semi-annually in arrears on January 15 and July 15 in each year, with the first Interest Payment Date being July 15, 2003, and at will be computed on the rate basis of _____% per annum on any overdue principal and premium and on any installment a 360-day year comprised of interest (to the extent that the twelve 30-day months. Each payment of such cash interest shall be legally enforceableon this Security will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest payment, which shall be the _______________ January 1 or _______________ July 1 (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid paid, or duly provided for will for, and interest on such Defaulted Interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Indenture]. [If Subject to the conditions of the Indenture and the accrual and record date provisions specified below, the Company shall pay additional interest ("Contingent Cash Interest") to the Holders during any six-month period from January 15 to July 14 and from July 15 to January 14, commencing with the six-month period beginning January 15, 2011, if the average Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except Price for the five Trading Days in the case Five-Trading-Day Measurement Period with respect to such six month period equals 120% or more of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment Accreted Principal Price of such interest shall Securities to, but excluding, the day immediately preceding the first day of the relevant six month period. Contingent Cash Interest will be legally enforceable)paid only in cash. Contingent Cash Interest, which shall if any, will accrue from the date of such default in payment to the date payment of such principal has been made January 15 or duly provided for. Interest on any overdue principal shall July 15, as applicable, and will be payable on demandthe last day of the applicable six month period. Any such interest on any overdue principal that is not so Contingent Cash Interest will be paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If Person in whose name a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth registered on the reverse hereof, next preceding Regular Record Date on which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposeContingent Cash Interest is payable.

Form of Face of Security. FIRST EMPIRE STATE CORPORATION [Title of Security] [If the Security is an Original Issue Discount a Restricted Security, insert—--THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES INTERNAL REVENUE CODE STATES. THE HOLDER OF 1986THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS AMENDED, PROVIDED IN THE AMOUNT INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ORIGINAL ISSUE DISCOUNT IS _______________, EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderSECURITIES.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK No. $ FIRST EMPIRE STATE CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY a New York corporation (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein hereinafter called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of _________ Dollars on _______ United States Dollars on __, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier than ___________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than _________]. [If the Security is to bear interest prior to Maturity, insert—, and The Company further promises to pay interest thereon on said principal from _______________ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on _______________ and _______________ in [insert applicable Interest Payment Dates] of each year, commencing _______________, _ at the rate of _____% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, insert—insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest installment [if applicable, insert--, which shall be the _____[__________ or _______________ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturityapplicable, insert—The principal --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security shall not bear interest except in Security, from time to time to defer the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of interest on this Security shall bear interest at the rate of for up to _____% per annum ____ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest ) at the rate of _____% per annum (to annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such demand Issuer Trust would be payable but for payment to such deferral, and (ii) the date payment on which the Property Trustee of such interest has been made Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or duly provided forthe date such Distributions are payable, and but in any event not less than one Business Day prior to such interest shall also be payable on demandrecord date.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer at the office or agency of immediately available funds to a bank account the Company maintained for that purpose in _______________ designated by the Holder United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made insert--; provided, however that at the office or agency option of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company (i) by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Securities Register] [, or by transfer (ii) if to a [United States Dollar] [state other currency] account maintained Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Trustee not later than 15 calendar days prior to the applicable Interest Payment Date)date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLHEREIN.]1 [THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware AS AMENDED (herein called the THE “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred toSECURITIES ACT”), for value receivedOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, hereby promises to pay to _______________THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, or registered assignsSOLD, the principal sum of _______________ United States Dollars on _______________ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. [If the Security is to bear interest prior to MaturityBY ITS ACQUISITION HEREOF, insert—OR OF A BENEFICIAL INTEREST HEREIN, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.THE HOLDER:

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES OX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 204 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLWXXXXXXXXXX INTERNATIONAL, INC. 16 [TITLE OF SECURITY] No _______________ U.S. $__________ $ [CUSIP No. ________] PACIFIC ETHANOLWXXXXXXXXXX INTERNATIONAL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________. , or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ day (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____. . . . % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY AMÉRICA MÓVIL, S.A.B. DE C.V., THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderALL PURPOSES.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert INCLUDE IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY—UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”) TO AMÉRICA MÓVIL, A NEW YORK CORPORATION, TO THE COMPANY S.A.B. DE C.V. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] PACIFIC ETHANOLAMÉRICA MÓVIL, INC. [TITLE OF SECURITY] No S.A.B. DE C.V. __________________________________________ U.S. $______No. CUSIP No. ISIN No. U.S.$ ____ [CUSIP No. ________] PACIFIC ETHANOLAmérica Móvil, INC., a company duly incorporated under the laws of the State of Delaware S.A.B. de C.V. (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), a sociedad anónima bursátil de capital variable organized and existing under the laws of the United Mexican States (“Mexico”), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars Dollars, as revised by the Schedule of Increases and Decreases in Global Security attached hereto on _______________. (unless earlier redeemed, in which case, on the applicable Redemption Date) [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, semi-annually in arrears on _______________ and _______________ in of each year, commencing _______________on , at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insertinsert —, ; provided that any principal of and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest on, this Security which is overdue shall bear interest (to the extent that the payment of such interest thereof shall be legally enforceable)]. ) at the rate per annum then borne by this Security from the date such amount is due to but not including the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Indenture.] [Insert if applicable – Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.] [Insert if applicable – Interest on the Securities shall be calculated on the basis of a 365-day year and 366-day year, as applicable, with the actual number of days elapsed from and including the last Interest Payment Date (or, with respect to interest payable on the first Interest Payment Date, from the issue date of this Security) to but excluding the Interest Payment Date on which the interest payment falls due.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, ) next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (of, and premium, if any) , and [if applicableinterest on, insert—any such] interest on this Security will shall be made by transfer at the office of immediately available funds to a bank account the Trustee or agency of the Company in _______________ designated the Borough of Manhattan, The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Holder Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—principal thereof; provided, however, that at the option of the Company, payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] . [or by transfer to a [United States Dollar] [state other currency] account maintained by Insert if applicable – and; provided, further, that all payments of the payee with a bank in The City principal and interest on this Security, the Permitted Holders of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper which have given wire transfer instructions to the Trustee in writing by writing, the record date Company or its agent at least 10 Business Days prior to the applicable Interest Payment Date)payment date, shall be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions]. [If the Security is a Global Security, then insert – Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security shall be made in accordance with the Applicable Procedures of the Depositary.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. JEFFBANKS, INC. [Title of Security] [If the Security is an Original Issue Discount a Restricted Security, insert—insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES INTERNAL REVENUE CODE STATES. THE HOLDER OF 1986THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS AMENDED, PROVIDED IN THE AMOUNT INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ORIGINAL ISSUE DISCOUNT IS _______________, EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderCAPITAL SECURITIES.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL$ JEFFBANKS, INC., a company duly incorporated under the laws of the State of Delaware Pennsylvania corporation (herein hereinafter called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of _________ Dollars on _______ United States Dollars on __, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier than ___________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than _________]. [If the Security is to bear interest prior to Maturity, insert—, and The Company further promises to pay interest thereon on said principal from _______________ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on _______________ and _______________ in [insert applicable Interest Payment Dates] of each year, commencing _______________, _ at the rate of _____% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, insert—insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest installment [if applicable, insert--, which shall be the _____[__________ or _______________ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturityapplicable, insert—The principal --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security shall not bear interest except in Security, from time to time to defer the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of interest on this Security shall bear interest at the rate of for up to _____% per annum ____ consecutive [monthly] [quarterly] [semi- annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest ) at the rate of _____% per annum (to annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such demand Issuer Trust would be payable but for payment to such deferral, and (ii) the date payment on which the Property Trustee of such interest has been made Issuer Trust is required to give notice to holders of such Capital Securities of the record date or duly provided forthe date such Distributions are payable, and but in any event not less than one Business Day prior to such interest shall also be payable on demandrecord date.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer at the office or agency of immediately available funds to a bank account the Company maintained for that purpose in _______________ designated by the Holder United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made insert--; provided, however that at the office or agency option of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company (i) by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Securities Register] [, or by transfer (ii) if to a [United States Dollar] [state other currency] account maintained Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Trustee not later than 15 calendar days prior to the applicable Interest Payment Date)date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert legend Security, as required by Section 2.4 2.04 of the this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLFINANCIAL INSTITUTIONS, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ NO. [CUSIP No. ________] PACIFIC ETHANOLU.S.$ FINANCIAL INSTITUTIONS, INC., . a company duly incorporated under the laws of the State of Delaware New York corporation (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. , 20 , [If if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (to and without any interest or other payment in respect of any such delay) with the extent that same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of such interest shall be legally enforceablePayment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeCompany, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert—— (Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—— (Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least _____ 15 days prior to the payment date)] [if applicable, insert—; insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. M&T BANK CORPORATION Junior Subordinated Deferrable Interest Debentures due [ ] [ ], [ ] [If the Security is an Original Issue Discount a Restricted Security, insert—insert - THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES INTERNAL REVENUE CODE STATES. THE HOLDER OF 1986THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS AMENDED, PROVIDED IN THE AMOUNT INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ORIGINAL ISSUE DISCOUNT IS _______________, EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderSECURITIES.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________$[ ] PACIFIC ETHANOL, INC.M&T Bank Corporation, a company duly incorporated under the laws of the State of Delaware New York corporation (herein hereinafter called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________M&T Capital Trust [IV] [V] [VI], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [ ], [ ], [If if the Security is a Global Security, then if applicable, insert - or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to bear interest prior in accordance with the Indenture,] [if applicable, insert - provided (a) that the Company may shorten the Stated Maturity of the principal of this Security [one time] [one more times] as permitted under the Indenture to Maturitya date not earlier than [ ] [ ], insert—[ ], and (b) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than [ ] [ ], [ ].] The Company further promises to pay interest thereon on said principal from _______________ [ ] [ ], [ ], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually annually] [if applicable, insert - (subject to deferral as set forth herein)] in arrears on _______________ and _______________ in [insert applicable Payment Dates] of each yearyear commencing [ ] [ ], commencing _______________, [ ] at the rate of _____[ ]% per annum, [if applicable, insert - together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment payment; [if applicable, insert—insert - provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually] from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.] The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestinterest installment, [if applicable, insert - which shall be the _______________ [insert record dates] (whether or _______________ (regardless of whether not a Business Day), as the case may be, next preceding such Interest Payment Date. .] Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If applicable, insert - So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security is for up to [ ] consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period"), [if applicable, insert - during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, [If Stated Maturity can be shortened or extended, insert - as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to bear interest this Security, [if applicable, insert - including the Company's obligations associated with the Outstanding Capital Securities] (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to Maturitythe applicable Extension Period, insert—The (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed [ ] consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security shall not bear interest except in or end on a date other than an Interest Payment Date. Upon the case termination of a default in any such Extension Period and upon the payment of principal upon accelerationall accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, upon redemption or the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at Stated Maturity the end thereof, but each installment of interest that would otherwise have been due and in payable during such case the overdue principal of this Security Extension Period shall bear interest at the rate of _____% per annum Additional Interest (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest ) at the rate of _____[ ]% per annum (to annum, compounded [monthly] [quarterly] [semi-annual] and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert - or so long as such securities are held by M&T Capital Trust [IV] [V] [VI], at least one Business Day prior to the earlier of (a) the next succeeding date on which Distributions on the Capital Securities of such demand Issuer Trust would be payable but for payment to such deferral, and (b) the date payment on which the Property Trustee of such interest has been made Issuer Trust is required to give notice to holders of such Capital Securities of the record date or duly provided forthe date such Distributions are payable, and but in any event not less than one Business Day prior to such interest shall also be payable on demandrecord date.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] ; [if applicable, insert—; provided, insert - provided however, that at the option of the Company payment of interest may be made at the option of the Company (a) by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Securities Register] [, or by transfer (b) if to a [United States Dollar] [state other currency] account maintained Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Trustee not later than 15 calendar days prior to the applicable Interest Payment Date)]date on which the interest is payable.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount SecurityTHIS DEBENTURE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, insert—AS AMENDED (THE "SECURITIES ACT"), AND THIS DEBENTURE AND ANY SHARES OF COMMON STOCK ISSUED UPON ITS CONVERSION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THIS DEBENTURE MAY ONLY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR PURPOSES INSPECTION AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THIS DEBENTURE IS HEREBY NOTIFIED THAT THE SELLER OF THIS DEBENTURE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 1275 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER HEREOF, BY PURCHASING THIS DEBENTURE, AGREES FOR THE BENEFIT OF ASPEN TECHNOLOGY, INC. THAT (A) THIS DEBENTURE AND ANY SHARES OF COMMON STOCK ISSUED UPON ITS CONVERSION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 (a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nsert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTOTHER REQUIREMENTS, AND ANY SECURITY SHARES OF COMMON STOCK ISSUED IS REGISTERED IN ON SUCH CONVERSION WILL BE SUBJECT TO THE NAME OF CEDE & COFOREGOING TRANSFER RESTRICTIONS. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLASPEN TECHNOLOGY, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP 5 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE JUNE 15, 2005 No. ________] PACIFIC ETHANOL_ $ CUSIP No. ASPEN TECHNOLOGY, INC., a company duly incorporated under the laws of the State of Delaware corporation (herein called the “"Company,” " which term includes any successor or resulting Person under the Indenture hereinafter referred toto on the reverse hereof), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum of _____of__________ United States Dollars U.S. Dollars, [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed $86,250,000 in the aggregate at any time) by adjustments made on _______________. [If the Security is records of the Trustee hereinafter referred to bear interest prior to Maturityin accordance with the Indenture)] on June 15, insert—2005, and to pay interest thereon from _______________ June 17, 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on _______________ June 15 and _______________ December 15 in each year, commencing _______________on December 15, 1998, and at Maturity at the rate of _____5 1/4% per annum, until the principal hereof is paid or made available for payment [if applicablepayment, insert—, and PROVIDED that any amount of such principal or interest that is overdue shall bear interest at the rate of _____5 1/4% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)], from the date such amount is due until it is paid or made available for payment, and such interest on any overdue amount shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose 27 name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ June 1 or _______________ December 1 (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof thereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of in immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [, at the office or subject to any laws or regulations applicable thereto and to the right agency of the Company (as provided maintained for that purpose in the Indenture) to rescind the designation Borough of any such Paying AgentManhattan, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicableYork, insert—; providedPROVIDED, howeverHOWEVER, that payment of interest may be made may, at the option of the Company Company, be made by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to . If this Security is a [United States Dollar] [state other currency] account maintained by Global Security, then each such payment will be made in accordance with the payee with procedures of the Depositary as then in effect. Interest on this Security shall be computed on the basis of a bank in The City 360-day year consisting of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] twelve 30-day months. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signaturesignature of one of their respective authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—-FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert Security, insert legend required by Section 2.4 204 of the Indenture.] [If applicable, insert —— UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLNUSTAR LOGISTICS, INC. L.P. [TITLE OF SECURITY] No _______________ No. U.S. $__________ $ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)[ ]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legend shall also appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH SHALL BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderALL PURPOSES.] [If a The following legend shall also appear on the face of each Global Security,—insert legend required by Section 2.4 of Security for which The Depository Trust Company is to be the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, CORPORATION ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERENCED IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] PACIFIC ETHANOLREPTRON ELECTRONICS, INC. [TITLE OF SECURITY] No _________% CONVERTIBLE SUBORDINATED NOTE DUE AUGUST 1, 2004 $______ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL_ Reptron Electronics, INC.Inc., a company corporation duly incorporated organized and existing under the laws of the State of Delaware (Florida herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred toto below), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _________ Dollars ($_______ United States Dollars ) on _______________. [If the Security is to bear interest prior to MaturityAugust 1, insert—2004, and to pay interest thereon thereof from August _______________ , 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on _____________February 1 and August 1 in each year (each, an "Interest Payment Date"), commencing February __ and _______________ in each year, commencing _______________, 1998 at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—due, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (premium, if any, and, to the extent that the payment of such interest shall be legally enforceable)]permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ January 15 or _______________ July 15 (regardless of whether or not a Business Day), as the case -16- 27 may be, next preceding such Interest Payment Date. Any Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeCompany, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or quoted, and upon such notice as may be required by such exchangeexchange or quotation system, as the case may be, all as more fully provided in said the Indenture]. [If Payments of principal shall be made upon the Security is not to bear interest prior to Maturity, insert—The principal surrender of this Security shall not bear interest except in at the case option of a default in payment the Holder at the Corporate Trust Office of principal upon accelerationthe Trustee, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained as may be designated by it for that such purpose in _______________the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is shall be legal tender for the payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check check, mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained , or, upon written application by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior Holder to the applicable Interest Payment Date)].] Security Registrar. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________.]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLCORNELL COMPANIES, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ $ [CUSIP No. ________] PACIFIC ETHANOLCORNELL COMPANIES, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert , and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]debts.] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] Dollar check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] Dollar account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount a Global Security, insert—FOR PURPOSES OF SECTION 1275 then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderINDENTURE.] [If a Global Security,—insert legend required Security to be held by Section 2.4 of the Indenture] [If applicableThe Depository Trust Company, then insert —-- UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL[If Restricted Securities, INCthen insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, (4) TO INSTITUTIONAL ACCREDITED INVESTORS IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.] [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] 10% SENIOR NOTES DUE June 1, 2007 [IF RESTRICTED GLOBAL SECURITY - CUSIP NO. 114399AG3] [TITLE OF SECURITYIF ANY REGULATION S SECURITY - CUSIP NO. U11155AB1] No [IF REXXXXXXXX S GLOBAL SECURITY - ISIN NO. - __________] Xx. __________ $_______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOLBrooks Fiber Properties, INC.Inc., a company corporation duly incorporated under organized and existixx xxxer the laws of the State of Delaware (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the if this Security is a Global Security, then insert: (which principal amount may from time to bear interest prior time be increased or decreased to Maturitysuch other principal amounts (which, insert—taken together with the principal amounts of all other Outstanding Securities, shall not exceed $250,000,000 in the aggregate at any time) by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)] on June 1, 2007, and to pay interest thereon from _______________ May 29, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ June 1 and _______________ December 1 in each year, commencing _______________December 1, 1997 at the rate of _____10% per annum, until the principal hereof is paid or made available for payment [if applicableIf Original Securities, then insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; : provided, however, that payment if (i) the Company has not filed a registration statement (the "Exchange Registration Statement") under the Securities Act of interest may 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such Security will not contain terms with respect to the Special Interest payments described below or transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (or, in lieu thereof, a registration statement registering this Security for resale (a "Resale Registration Statement")) by July 28, 1997, or (ii) the Exchange Registration Statement relating to the Exchange Offer or, if applicable, the Resale Registration Statement has not become or been declared effective by August 27, 1997, or (iii) the Exchange Offer has not been completed within 45 days after the date on which the Exchange Registration Statement has become or been declared effective initially (if the Exchange Offer is then required to be made at pursuant to the option Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement"), dated as of May 29, 1997, by and between the Company, the Purchasers (as defined therein) and the Holders from time to time of the Company by [United States Dollar] [state other currency] check mailed to Securities) or (iv) either the addresses of Exchange Registration Statement or, if applicable, the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] Resale Registration Statement is filed and declared effective (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.except as

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 INCLUDE IF SECURITY IS A GLOBAL SECURITY. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLAffymetrix, INCInc. 3.50% Senior Convertible Notes Due 2038 No. [TITLE OF SECURITY[ ] No _______________ CUSIP XX. 00000XXX0 U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOLAffymetrix, INC.Inc., a company corporation duly incorporated organized and validly existing under the laws of the State of Delaware (herein called the “Company,” ”, which term includes any successor or resulting Person corporation under the Indenture hereinafter referred toto on the reverse hereof), for value received, received hereby promises to pay to _______________[ ], or registered assigns, the principal sum amount of _______________ [ ] United States Dollars ($ ) [INCLUDE IF SECURITY IS A GLOBAL SECURITY. (which amount may from time to time be increased or decreased by adjustments made on _______________. [If the Security is to bear interest prior to Maturityrecords of the Trustee, insert—as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on January 15, 2038, and to pay interest thereon from _______________ or on said principal amount semi-annually on January 15 and July 15 of each year, commencing July 15, 2008, at the rate of 3.50% per annum to holders of record on the immediately preceding January 1 and July 1, respectively. Interest on this Security shall accrue from the most recent Interest Payment Date date to which interest has been paid, or if no interest has been paid, from the date of original issuance, until the Principal Amount is paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicablepayment. Except as otherwise provided in the Indenture, insert—, and at the rate of _____% per annum interest payable on this Security pursuant to the Indenture on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid January 15 or duly provided for, on any Interest Payment Date will, as provided in such Indenture, July 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interestDate, which shall be the _______________ January 1 and July 1 (whether or _______________ (regardless of whether not a Business Day), as the case may be, ) next preceding such Interest Payment DateJanuary 15 or July 15, respectively. Any The foregoing references to “interest on the Securities” in this paragraph do not refer to any additional interest payable pursuant to Section 5.02 of the Indenture; any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such additional interest shall be legally enforceable)payable, which shall accrue from if at all, in accordance with Section 5.02. Unless expressly stated or the date of such default context otherwise requires, all other references in payment this Security to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand the Securities shall bear include additional interest at the rate of _____% per annum (then accrued or accruing pursuant to the extent that the payment of such interest shall be legally enforceableSection 5.02(c), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—. Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest accrued on this Security will shall be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, upon written application by a Holder of an aggregate Principal Amount of greater than U.S. $2 million to the Security Registrar setting forth wire instructions not later than ten days prior to the relevant payment date, such Holder may receive payment by wire transfer of in immediately available funds to a bank account in _______________ designated by the Holder funds, in such coin or currency lawful money of the United States of America as at the time of payment is shall be legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right . The Issue Date of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the this Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] is . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which including, without limitation, provisions (i) giving the Company the right to redeem this Security as a whole or from time to time in part at any time on or after January 15, 2013, (ii) giving the Holders the right to convert this Security into Common Stock of the Company and (iii) requiring the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. Unless Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon has shall have been executed manually signed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit or a duly authorized authenticating agent under the Indenture or be valid or obligatory for any purposeIndenture.

Form of Face of Security. [If The following legend shall also appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OF A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderALL PURPOSES.] [If a The following legend shall also appear on the face of each Global Security,—insert legend required by Section 2.4 of Security for which The Depository Trust Company is to be the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, CORPORATION ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERENCED IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No NATIONAL DATA CORPORATION ___% CONVERTIBLE SUBORDINATED NOTE DUE NOVEMBER ____________ U.S. $__________ [CUSIP , 2003 No. ______ $___] PACIFIC ETHANOL, INC.___ National Data Corporation, a company corporation duly incorporated organized and existing under the laws of the State of Delaware (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred toto below), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _________ Dollars ($_______ United States Dollars ) on November _______________. [If the Security is to bear interest prior to Maturity, insert—2003, and to pay interest thereon thereof from November _______________ , 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on _______________ and _______________ in each yearyear (each, an "Interest Payment Date"), commencing _______________, 1997 at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—due, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (premium, if any, and, to the extent that the payment of such interest shall be legally enforceable)]permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeCompany, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or quoted, and upon such notice as may be required by such exchangeexchange or quotation system, as the case may be, all as more fully provided in said the Indenture]. [If Payments of principal shall be made upon the Security is not to bear interest prior to Maturity, insert—The principal surrender of this Security shall not bear interest except in at the case option of a default in payment the Holder at the Corporate Trust Office of principal upon accelerationthe Trustee, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained as may be designated by it for that such purpose in _______________the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is shall be legal tender for the payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check check, mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained , or, upon written application by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior Holder to the applicable Interest Payment Date)].] Security Registrar. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If A legend in substantially the Security is an Original Issue Discount following form shall also appear on the face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. A legend required by in substantially the Code or following form shall also appear on the regulations thereunder.] [If a face of each Global Security,—insert legend required by Section 2.4 of Security for which the Indenture] [If applicable, insert —Depository Trust Company is to be the Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, CORPORATION ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY CONVERSE INC. [TITLE OF SECURITY] No ___% Convertible Subordinated Notes Due 2004 No. ________ $___________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOLConverse, INC.Inc., a company corporation duly incorporated organized and existing under the laws of the State of Delaware (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—2004, and to pay interest thereon from _______________ and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, 1997 at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is Notice of a Special Record Date shall be given to Holders of Securities not to bear interest less than ten days prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) , and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE OVERSEAS LIMITED [ ] PACIFIC ETHANOL, INCGUARANTEED BY VALE S.A. No. [TITLE OF SECURITY[ ] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$ [ ] VALE OVERSEAS LIMITED, a company duly incorporated organized and existing under the laws of the State of Delaware Cayman Islands (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] VALE OVERSEAS LIMITED By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. VALE S.A. By: Name: Title: By: Name: Title:

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE OVERSEAS LIMITED [ ] PACIFIC ETHANOL, INCGUARANTEED BY COMPANHIA VALE DO RIO DOCE No. [TITLE OF SECURITY] No _______________ U.S. $__________ [] CUSIP No. ______[__] PACIFIC ETHANOL, INC.$[ ] VALE OVERSEAS LIMITED, a company duly incorporated organized and existing under the laws of the State of Delaware Cayman Islands (herein called the “Company,” "COMPANY", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If the Security is to bear interest prior to MaturityIF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, insert—INSERT -- , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicableIF APPLICABLE, insert—INSERT -- , PROVIDED that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to MaturityIF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, insert—INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption redemption, upon repurchase or at Stated Maturity and in such case the ix xxxx xxxx xxx xxxxxxx xxxxxxxxl [and any overdue principal of this Security premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicableIF APPLICABLE, insert—INSERT -- any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, PROVIDED, HOWEVER, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and PROVIDED, FURTHER, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount a Restricted Security, insert—then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY [THE INITIAL PURCHASER][AN INVESTOR WHO WAS PRIOR TO THE DISTRIBUTION OF THIS SECURITY HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL PURCHASER THEREOF] (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR PURPOSES ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SECTION 1275 A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES. NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDAMENDED (THE "CODE")(EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE AMOUNT ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF THE ORIGINAL ISSUE DISCOUNT ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT ELIGIBLE FOR THE SHORT ACCRUAL PERIOD EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS _______________ NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE METHOD USED EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91- 38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderSUCH PURCHASE OR HOLDING.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY KEYCORP (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP ) No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2 OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE S.A. No. [ ] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$[ ] VALE S.A., a company duly incorporated organized under the laws of the State Federative Republic of Delaware Brazil (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] VALE S.A. By: Name: Title: By: Name: Title:

Form of Face of Security. [If A legend in substantially the Security is an Original Issue Discount following form shall also appear on the face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. A legend required by in substantially the Code or following form shall also appear on the regulations thereunder.] [If a face of each Global Security,—insert legend required by Section 2.4 of Security for which The Depository Trust Company is to be the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITY] No KENT ELECTRONICS CORPORATION 4-1/2% Convertible Subordinated Notes Due 2004 No. _________ $____________ U.S. $__________ [CUSIP NoXx. ________] PACIFIC ETHANOL, INC.000 000 XX0 XXXX ELECTRONICS CORPORATION, a company corporation duly incorporated organized and existing under the laws of the State of Delaware Texas (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, upon presentment and surrender hereof, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to MaturitySeptember 1, insert—2004, and to pay interest thereon from _______________ and including the date of the initial issuance of Securities under the Indenture referred to on the reverse side of this Security or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ March 1 and _______________ September 1 in each year, commencing _______________March 1, 1998 at the rate of _____4 1/2% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close Close of business Business on the Regular Record Date for such interest, which shall be the _______________ February 15 or _______________ August 15 (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close Close of business Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is Notice of a Special Record Date shall be given to Holders of Securities not to bear interest less than ten days prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) , and [if applicable, insert—any such] interest on this Security will be made (i) in same day funds on or prior to the payment dates with respect to such amounts in the case of Securities held of record by transfer of immediately available funds to a bank account in _______________ designated by DTC or its nominee and (ii) at the Holder in such coin or currency offices of the United States of America as at the time of payment is legal tender for payment of public and private debts [state Trustee in New York, New York (or such other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002) in _______________the case of Securities held of record by Holders other than DTC or its nominee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company payment of interest may be made, with respect to Securities held of record by [United States Dollar] [state a Holder other currency] than DTC or its nominee, by check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. VALE CAPITAL LIMITED [ ] PACIFIC ETHANOL, INCGUARANTEED BY COMPANHIA VALE DO RIO DOCE No. [TITLE OF SECURITY[ ] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$ [ ] VALE CAPITAL LIMITED, a company duly incorporated organized and existing under the laws of the State of Delaware Cayman Islands (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] VALE CAPITAL LIMITED By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. COMPANHIA VALE DO RIO DOCE By: Name: Title: By: Name: Title:

Form of Face of Security. [If the Security is an Original Issue Discount a Global Security, insert—FOR PURPOSES OF SECTION 1275 then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunderINDENTURE.] [If a Global Security,—insert legend required Security to be held by Section 2.4 of the Indenture] [If applicableThe Depository Trust Company, then insert —UNLESS -UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.MICROSOFT CORPORATION

Form of Face of Security. [If the Debt Security is an Original Issue Discount Debt Security, insert—insert — FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____[ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] ]. [If a Global Security,—insert Security, — insert legend required by Section 2.4 2.17 of the Indenture] [If applicable, insert —— UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY& CLEARING CORPORATION, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY & CLEARING CORPORATION (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY& CLEARING CORPORATION), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLTEXAS CAPITAL BANCSHARES, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [No. $ CUSIP No. ________] PACIFIC ETHANOLTEXAS CAPITAL BANCSHARES, INC., a company duly incorporated under the laws of the State of Delaware corporation (herein called the “Company,” ”, which term includes any successor or resulting Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Debt Security is to bear interest prior to Stated Maturity, insert—insert — , and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest payments will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date, the Stated Maturity or the Redemption Date, as the case may be. The amount of interest payable for any full Interest Payment Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month. In the event that any date on which interest is payable on this Debt Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay). For so long as the Debt Securities are represented by one or more Global Securities, the interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debt Security is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date, which shall be the record date for such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on as of such Regular Record Date regular record date and may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a Special Record Date special record date for the payment of such Defaulted Interest to be fixed filled by the Trustee, notice whereof shall be given to Holders of Debt Securities of this series not less than 10 days prior to such Special Record Datespecial record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Debt Security is not to bear interest prior to Maturity, insert—insert — The principal of this Debt Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Debt Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—insert — Payment of the principal of (and premium, if any) and [if applicable, insert—insert — any such] interest on this Debt Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—insert — Payment of the principal of (and premium, if any) and [if applicable, insert—insert — any such] interest on this Debt Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ [ ] days prior to the payment date)] [if applicable, insert—insert — ; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Debt Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 20 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____[ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] ]. [If a Global Security,—insert legend required by Section 2.4 2.18 of the Indenture] [If applicable, insert insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLXXXXXX RESOURCES, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [No. $ CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLHEREIN.]3 [THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware AS AMENDED (herein called the THE “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred toSECURITIES ACT”), for value receivedOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, hereby promises to pay to _______________THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, or registered assignsSOLD, the principal sum of _______________ United States Dollars on _______________ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. [If the Security is to bear interest prior to MaturityBY ITS ACQUISITION HEREOF, insert—OR OF A BENEFICIAL INTEREST HEREIN, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.THE HOLDER:

Form of Face of Security. [If The following legends shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE ORIGINAL ISSUE DISCOUNT IS _______________INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY TO A NOMINEE OF THE YIELD DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR DEPOSITARY OR ANOTHER NOMINEE OF THE SHORT ACCRUAL PERIOD IS _______________ AND DEPOSITARY OR BY THE METHOD USED DEPOSITARY OR ANY SUCH NOMINEE TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. COMPANHIA VALE DO RIO DOCE No. [ ] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________[ ] PACIFIC ETHANOL, INC.$[ ] COMPANHIA VALE DO RIO DOCE, a company duly incorporated organized under the laws of the State Federative Republic of Delaware Brazil (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[ ], or registered assigns, the principal sum of _______________ United States [ ] Dollars on _______________. [ ] [If if the Security is to bear interest prior to Maturity, insert—insert — , and to pay interest thereon from _______________ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [ ] and _______________ [ ] in each year, commencing _______________[ ], and at the Maturity thereof, at the rate of _____[ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of _____[ ]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [ ] or _______________ [ ] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or at Stated Maturity and in such case the overdue principal of this Security [and any overdue premium] shall bear interest at the rate of _____[ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , upon surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest payable on an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] COMPANHIA VALE DO RIO DOCE By: Name: Title: By: Name: Title:

Form of Face of Security. [If The following legend shall appear on the Security is an Original Issue Discount face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. The following legend required by shall appear on the Code or face of each Global Security for which The Depository Trust Company is to be the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITY] No _______________ U.S. $__________ [Desarrolladora Homex, S.A.B. de C.V. No. CUSIP No. ________] PACIFIC ETHANOLDesarrolladora Homex, INC.S.A.B. de C.V., a company duly incorporated sociedad anónima de capital variable organized and existing under the laws of the State of Delaware Mexico (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If [ if the Security is to bear interest prior to Maturity, insertinsert —, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [ semi-annually annually/quarterly ] on _______________ and _______________ in each year, commencing _______________, and at the Maturity thereof, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [[ if applicable, insertinsert —, provided, that any principal [ and premium ], and any such installment of interest, which is overdue shall bear interest at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand ]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said IndentureIndenture ]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security [ and any overdue premium ] shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal [ or premium ] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert — any such] interest on this Security will be made by transfer of immediately available funds pursuant to a bank account in _______________ designated by the Holder in such coin or currency Applicable Procedures of the United States of America Depositary as at permitted in the time of payment Indenture, provided, however, that if this Security is legal tender for payment of public and private debts [state other currency].] [If not a Definitive Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will payment may be made at the office or agency of the Company maintained for that purpose [insert applicable jurisdiction — in _______________New York, New York, in such coin or currency of the United States of America America] as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agentinterest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the [main] offices option of _______________ in _______________the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF 1986A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AS AMENDEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE AMOUNT NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE ORIGINAL ISSUE DISCOUNT IS _______________, LIMITED CIRCUMSTANCES DESCRIBED IN THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —INDENTURE. UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, NOVAGOLD RESOURCES INC. 5.50% Senior Convertible Notes due 2015 No. [TITLE OF SECURITY●] No _______________ CUSIP XX. 00000X XX0 XXXX XX00000XXX00 U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC.95,000,000 NovaGold Resources Inc., a company corporation duly incorporated organized and validly existing under the laws of the State Province of Delaware Nova Scotia (herein called the “"Company,” ", which term includes any successor or resulting Person corporation under the Indenture hereinafter referred toto on the reverse hereof), for value received, received hereby promises to pay to _______________Cede & Co., or registered assigns, the principal sum of _______________ ninety-five million United States Dollars on _______________. ($95,000,000) [If the Security is INCLUDE IF SECURITY IS A GLOBAL SECURITY – (which amount may from time to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ time be increased or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or decreased by adjustments made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless records of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Dateas custodian for the Depositary, or be paid at any time in any other lawful manner not inconsistent accordance with the requirements rules and procedures of any securities exchange the Depositary)] on which May 1, 2015. Payment of the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in be made by check mailed to the case address of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal Holder of this Security shall bear interest specified in the register of Securities, or, at the rate option of _____% per annum (to the extent that the payment Holder of such interest shall be legally enforceable)this Security, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)Corporate Trust Office, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency lawful money of the United States of America as at the time of payment is shall be legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right . The Issue Date of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agentthis Security is March 26, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] 2008. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which including, without limitation, provisions giving the Holder of this Security the right to convert this Security in certain circumstances and the obligation of the Company to make an offer to repurchase this Security upon certain events on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. Unless This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon has shall have been executed manually signed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit or a duly authorized authenticating agent under the Indenture or be valid or obligatory for any purposeIndenture.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert legend Security, as required by Section 2.4 204 of the this Indenture, insert— THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOLWASHINGTONFIRST BANKSHARES, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ NO. U.S.$ [CUSIP No. ________] PACIFIC ETHANOLWASHINGTONFIRST BANKSHARES, INC., a company duly incorporated under the laws of the State of Delaware Virginia corporation (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _______________. _ [If if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ ___, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert — The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (to and without any interest or other payment in respect of any such delay) with the extent that same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean, when used with respect to any Place of such interest shall be legally enforceable)]. Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in __________ and ___________ in ________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York _____________ (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least ____________ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York _______________ [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert legend Security, as required by Section 2.4 2.04 of the this Indenture, insert— THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. INVESTAR HOLDING CORPORATION [TITLE OF SECURITY] No NO. U.S.$_______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC.INVESTAR HOLDING CORPORATION, a company duly incorporated under the laws of the State of Delaware Louisiana corporation (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal sum of _______________ United States Dollars [state other currency] on _____________ __, 20_. _, [If if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from ______________ __ _, 20__, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert — (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (to and without any interest or other payment in respect of any such delay) with the extent that same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in ____________________ or any applicable Place of such interest shall be legally enforceablePayment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________________ or ___________________ (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeCompany, notice whereof of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listedlisted or traded, and upon such notice as may be required by such exchangeexchange or automated quotation system, all as more fully provided in said such Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The insert—(The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ______% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable)annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] )]. [If a Global Security, insert—Payment insert—(Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment insert—(Payment of the principal of [(and premium, if any) )] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in __________________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _____________ in _______________ and in ________________________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York ____________________ (so long as the applicable Paying Agency Agent has received proper transfer instructions in writing at least _____ 15 days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] ______________________ (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If A legend in substantially the Security is an Original Issue Discount following form shall also appear on the face of each Global Security, insert—FOR PURPOSES OF SECTION 1275 : THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNITED STATES INTERNAL REVENUE CODE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF 1986THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, AS AMENDEDWHICH MAY BE TREATED BY THE COMPANY, THE AMOUNT TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT THIS SECURITY FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other ALL PURPOSES. A legend required by in substantially the Code or following form shall also appear on the regulations thereunder.] [If a face of each Global Security,—insert legend required by Section 2.4 of Security for which The Depository Trust Company is to be the Indenture] [If applicable, insert —Depositary: UNLESS THIS SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATIONCORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, INCTHIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [TITLE OF SECURITY] No KENT ELECTRONICS CORPORATION ___% Convertible Subordinated Notes Due 2004 No. _________ $____________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC.____ KENT ELECTRONICS CORPORATION, a company corporation duly incorporated organized and existing under the laws of the State of Delaware Texas (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, upon presentment and surrender hereof, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to MaturitySeptember 1, insert—2004, and to pay interest thereon from _______________ and including the date of the initial issuance of Securities under the Indenture referred to on the reverse side of this Security or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ March 1 and _______________ September 1 in each year, commencing _______________March 1, 1998 at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close Close of business Business on the Regular Record Date for such interest, which shall be the _______________ February 15 or _______________ August 15 (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close Close of business Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is Notice of a Special Record Date shall be given to Holders of Securities not to bear interest less than ten days prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) , and [if applicable, insert—any such] interest on this Security will be made (i) in same day funds on or prior to the payment dates with respect to such amounts in the case of Securities held of record by transfer of immediately available funds to a bank account in _______________ designated by DTC or its nominee and (ii) at the Holder in such coin or currency offices of the United States of America as at the time of payment is legal tender for payment of public and private debts [state Trustee in New York, New York (or such other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002) in _______________the case of Securities held of record by Holders other than DTC or its nominee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company payment of interest may be made, with respect to Securities held of record by [United States Dollar] [state a Holder other currency] than DTC or its nominee, by check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Internal Revenue Code or and the regulations thereunder.] [If a Global Security,—insert Security, – insert legend required by Section 2.4 204 of the Indenture] [If applicable, insert —– UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INCCOTT CORPORATION No. [TITLE OF SECURITY] No _______________ U.S. $__________ [$ CUSIP No. ________] PACIFIC ETHANOL, INC.COTT CORPORATION, a company corporation duly incorporated organized and existing under the laws of the State of Delaware Canada (herein called the “Company,” ”, which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________[●], or registered assigns, the principal sum of _______________ United States [●] Dollars on _______________. [If ●] [if the Security is to bear interest prior to Maturity, insertinsert —, and to pay interest thereon from _______________ [●] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ [●] and _______________ [●] in each year, commencing _______________[●], and at the Maturity thereof, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insertinsert —, provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of _____[●]% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable), from the date such overdue amount is due until such amount is paid or duly provided for, and such interest on any overdue amount shall be payable on demand]. [If applicable, insert — In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ [●] or _______________ [●] (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security and any overdue premium shall bear interest at the rate of _____[●]% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of dates such default in payment to the date payment of such principal has been amounts are due until they are paid or made or duly provided foravailable for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—insert – Payment of the principal of [(and premium, if any) )] and [if applicable, insert—insert – any such] interest on this Security will [may be made pursuant to the Applicable Procedures of the Depositary as permitted in such Indenture][will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to , against surrender of this Security in the case of any laws or regulations applicable thereto and to payment due at the right Maturity of the Company principal thereof (as provided in the Indenture) to rescind the designation other than any payment of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such interest that first becomes payable on a day other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment datethan an Interest Payment Date)] [if applicable, insert—; provided, however, that if this Security is not a Global Security, (i) payment of interest may on an Interest Payment Date will be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or ; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer to a [United States Dollar] [state other currency] at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account maintained by the payee with at a bank in The City New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York [state other Place of Payment] (so long City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the applicable Paying Agent has received proper transfer instructions manner described above and provided further, that notwithstanding anything in writing by the record date prior foregoing to the applicable Interest Payment Date)].] contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—insert -- FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL SXXXXXX 0000 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________, THE ISSUE DATE IS _______________, 20__ 19 [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] ]. [If a Global Security,—insert Security, -- insert legend required by Section 2.4 204 of the Indenture] [If applicable, insert —-- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL, INC. [TITLE OF SECURITY] No _______________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOL, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ United States Dollars on _______________. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing _______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. [If the Security is an Original Issue Discount SecurityLEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, insert—FOR PURPOSES OF SECTION 1275 THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT DEPOSITARY OR BY A NOMINEE OF THE ORIGINAL ISSUE DISCOUNT IS _______________, DEPOSITARY TO THE ISSUE DATE IS _______________, 20__ [AND] [_____,] DEPOSITARY OR ANOTHER NOMINEE OF THE YIELD DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO MATURITY IS _______________ [_____,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS _______________]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, insert —A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATIONXXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] PACIFIC ETHANOL. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS AN INSTITUTIONAL INVESTOR AND THAT PRIOR TO SUCH TRANSFER FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (WHICH FORM OF LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. LEGENDS FOR DEFINITIVE SECURITY: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS AN INSTITUTIONAL INVESTOR AND THAT PRIOR TO SUCH TRANSFER FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (WHICH FORM OF LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. PHYSICIANS RESOURCE GROUP, INC. [TITLE OF SECURITY] No 6% Convertible Subordinated Debentures due 2001 No. ________ $___________ U.S. $__________ [CUSIP No. ________] PACIFIC ETHANOLPhysicians Resource Group, INC.Inc., a company corporation duly incorporated organized and existing under the laws of the State of Delaware (herein called the “"Company,” ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of ________________ United States Dollars [OR SUCH GREATER OR LESSER AMOUNT AS INDICATED ON THE SCHEDULE OF EXCHANGES OF SECURITIES ON THE REVERSE HEREOF]/1/ on _______________. [If the Security is to bear interest prior to MaturityDecember 1, insert—2001, and to pay interest thereon from _______________ the date of original issuance of Securities pursuant to the Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ June 1 and _______________ December 1 in each year, commencing _______________June 1, 1997 at the rate of _____6% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at promises to pay any liquidated damages which may be payable pursuant to Section 4 of the rate of _____% per annum Registration Rights Agreement on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]Interest Payment Dates. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ May 15 or _______________ November 15 (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case Notice of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security Special Record Date shall bear interest at the rate of be given to Holders _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in ________________ designated /1/ This phrase should be included only if the Security is issued in global form. of Securities not less than 10 days prior to such Special Record Date. Payment of the principal of and premium, if any, and interest on this Security will be made (i) in respect of Securities held of record by the Holder Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in each case in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of -------- ------- the Company payment of interest in respect of Securities held of record by [United States Dollar] [state Holders other currency] than the Depositary or its nominee may be made by check mailed to the addresses address of the Persons Person entitled thereto as such addresses address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.