GUARANTEE AND COLLATERAL AGREEMENT made by CLEAN ENERGY, CLEAN ENERGY FUELS CORP., and each of the other Grantors (as defined herein) in favor of STONEPEAK CLNE-L HOLDINGS LP, as Collateral Agent Dated as of December 12, 2023Guarantee and Collateral Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2023, is made by CLEAN ENERGY, a California corporation (the “Borrower”), CLEAN ENERGY FUELS CORP., a Delaware corporation (“Parent”), and each of the other undersigned signatories identified on the signature pages hereto as Grantors (together with the Borrower and Parent, the “Grantors”), in favor of STONEPEAK CLNE-L HOLDINGS LP, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), including the banks and other financial institutions and entities (the “Lenders”) from time to time party to the Senior Secured First Lien Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the Lenders from time to time party t
SENIOR SECURED FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 12, 2023 among CLEAN ENERGY, as the Borrower, CLEAN ENERGY FUELS CORP., as Parent, the Lenders from time to time party hereto, and STONEPEAK CLNE-L HOLDINGS LP, as...Senior Secured First Lien Term Loan Credit Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This SENIOR SECURED FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of December 12, 2023 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among CLEAN ENERGY, a California corporation (the “Borrower”), CLEAN ENERGY FUELS CORP, a Delaware corporation (the “Parent”), the LENDERS from time to time party hereto, and STONEPEAK CLNE-L HOLDINGS LP, as the Administrative Agent for the Lenders and Collateral Agent for the Secured Parties.
ContractWarrant Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE TRANSFER OF THIS WARRANT IS FURTHER RESTRICTED AS PROVIDED HEREIN.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of December 12, 2023, is adopted, executed and agreed to, for good and valuable consideration, by and among Clean Energy Fuels Corp., a Delaware corporation (the “Company”), Stonepeak CLNE-W Holdings LP (“Stonepeak”), and the other Holders (as defined herein) that may become party hereto from time to time (each, a “Party” and collectively, the “Parties”).
