PROMISSORY NOTE (Facility A)Promissory Note • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined
This Note (a) is issued and delivered under that certain Credit Agreement of even date herewith among Borrowers and the Lender (as from time to time supplemented, amended or restated, the “Credit Agreement”), and is the “Facility A Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to terms used and not defined herein and to the Security Documents for a description of the nature and extent of the secu
LIMITED LIABILITY COMPANY AGREEMENT OF CE DALLAS RENEWABLES LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CE Dallas Renewables LLC (the “Company”), dated August 15, 2008, is made and entered into by and among the Persons listed on the attached Schedule A hereto as Members of the Company and any additional Persons who become Members of the Company in accordance with the provisions of this Agreement.
SECURITY AGREEMENTSecurity Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS SECURITY AGREEMENT is made as of August 15, 2008, by CLEAN ENERGY FUELS CORP., a Delaware corporation (“CEF”), and CLEAN ENERGY, a California corporation (“Clean Energy”; each, a “Grantor” and collectively with each other Grantor listed on the signature pages hereof and that may become parties hereto pursuant to Section 6.3, the “Grantors”) in favor of PLAINSCAPITAL BANK, as Lender under the Credit Agreement (the “Secured Party”).
LOAN AGREEMENT Dated as of August 15, 2008 between CE DALLAS RENEWABLES LLC, a Delaware limited liability company as Borrower and CLEAN ENERGY, a California corporation as LenderLoan Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California
This Loan Agreement (this “Agreement”) dated as of August 15, 2008, is entered into between CE DALLAS RENEWABLES LLC, a Delaware limited liability company (“Borrower”) and CLEAN ENERGY, a California corporation (“Lender”), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS SECURITY AGREEMENT is made as of August 15, 2008, by CLEAN ENERGY FUELS CORP., a Delaware corporation, and CLEAN ENERGY, a California corporation (each, a “Grantor” and collectively the “Grantors”) in favor of PLAINSCAPITAL BANK, as Lender under the Credit Agreement (the “Secured Party”).
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTCollateral Assignment and Security Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
This COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (“Assignment”) is made by CLEAN ENERGY, a California corporation (“Assignor”), doing business in the State of Texas as California Clean Energy Corp., for the benefit of PLAINSCAPITAL BANK, a Texas state bank (“Assignee”) as of August 15, 2008.
MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT by and among CAMCO INTERNATIONAL LTD. “Camco Ltd.”, CAMCO DCE LIMITED. “Camco DCE Limited”, CAMCO DCE, INC. “Camco DCE, Inc.”, CE DALLAS RENEWABLES LLC “Buyer”, CLEAN ENERGY “Clean Energy” and CAMBRIAN...Membership Interest Purchase and Sale Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into on the 15th day of August, 2008, by and among Camco International Ltd., a Jersey company (“Camco Ltd.”), Camco DCE Limited, a Jersey company (“Camco DCE Limited”), Camco DCE, Inc., a Delaware corporation (“Camco DCE, Inc.”), Clean Energy, a California corporation (“Clean Energy”), Cambrian Energy McCommas Bluff LLC, a Delaware limited liability company (“Cambrian”), and CE Dallas Renewables LLC, a Delaware limited liability company (“Buyer”).
SECURITY AGREEMENTSecurity Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California
This Security Agreement (this “Agreement”) dated as of August 15, 2008, is entered into by CE DALLAS RENEWABLES LLC, a Delaware limited liability company (“Grantor”) in favor of CLEAN ENERGY, a California corporation (“Lender”), with reference to the following facts:
PLEDGE AGREEMENTPledge Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS PLEDGE AGREEMENT is made as of August 15, 2008, by CLEAN ENERGY, a California corporation, doing business in Texas as California Clean Energy Corp. (“Grantor”), in favor of PLAINSCAPITAL BANK, a Texas state bank (the “Secured Party”).
August 15, 2008Subordination of Management Fees • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California
Reference is made to (a) the Loan Agreement dated as of August 15, 2008 (as amended, restated, extended, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between CE Dallas Renewables LLC, a Delaware limited liability company (“Borrower”), and Clean Energy, a California corporation (“Lender”), and (b) any and all debts, obligations or liabilities now or hereafter existing, absolute or contingent of Borrower, any of its subsidiaries or affiliates, or any successors or assigns of such parties (collectively, the “Borrower Group”), to Lender under the Loan Agreement and each of the documents executed in connection therewith, whether voluntary or involuntary, whether due or not due, or whether incurred direectly or indirectly or acquired by Lender by assignment or otherwise, are collectively referred to herein as the “Obligations.” All other capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.
CREDIT AGREEMENTCredit Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS CREDIT AGREEMENT is made as of August 15, 2008, by and among CLEAN ENERGY FUELS CORP., a Delaware corporation (“CEF”), and CLEAN ENERGY, a California corporation (“Clean Energy”), as the Borrowers, and PLAINSCAPITAL BANK, a Texas state chartered bank, as the Lender (the “Lender”).
NON-RECOURSE GUARANTYNon-Recourse Guaranty • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California
This Non-Recourse Guaranty is entered into by Cambrian Energy McCommas Bluff LLC, a Delaware limited liability company (“Guarantor”) as of August 15, 2008 in favor of Clean Energy, a California corporation (“Lender”), with reference to following facts:
PLEDGE AGREEMENTPledge Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California
This PLEDGE AGREEMENT (this “Agreement”) is entered into by Cambrian Energy McCommas Bluff LLC, a Delaware limited liability company (“Pledgor”) as of August 15, 2008 in favor of Clean Energy, a California corporation (“Lender”), with reference to following facts:
