0001047469-13-001945 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined

This Second Amendment (this “Amendment”) is made and entered into this 12th day of December, 2012 (the “Effective Date”), by and between Andrew J. Littlefair (“Employee”) and Clean Energy Fuels Corp., a Delaware corporation (the “Company”) (collectively, the “Parties”).

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GUARANTY by CLEAN ENERGY FUELS CORP. as Guarantor, in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent
Clean Energy Fuels Corp. • February 28th, 2013 • Gas & other services combined

This GUARANTY (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of November 7, 2012, is made by CLEAN ENERGY FUELS CORP., a Delaware corporation (the “Guarantor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), for the benefit of the Secured Parties (as defined in the Credit Agreement described below).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined

This Second Amendment (this “Amendment”) is made and entered into this 12th day of December, 2012 (the “Effective Date”), by and between Mitchell W. Pratt (“Employee”) and Clean Energy Fuels Corp., a Delaware corporation (the “Company”) (collectively, the “Parties”).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined

This Second Amendment (this “Amendment”) is made and entered into this 12th day of December, 2012 (the “Effective Date”), by and between James N. Harger (“Employee”) and Clean Energy Fuels Corp., a Delaware corporation (the “Company”) (collectively, the “Parties”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined

This Second Amendment (this “Amendment”) is made and entered into this 12th day of December, 2012 (the “Effective Date”), by and between Barclay F. Corbus (“Employee”) and Clean Energy Fuels Corp., a Delaware corporation (the “Company”) (collectively, the “Parties”).

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