FIRST AMENDMENT TO CREDIT AGREEMENT

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Exhibit 10.47

FIRST AMENDMENT TO CREDIT AGREEMENT

        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the "Amendment") made as of February 13, 2009 by and among CLEAN ENERGY FUELS CORP., a Delaware corporation, and CLEAN ENERGY, a California corporation (the "Borrowers"), and PLAINSCAPITAL BANK, a Texas state chartered bank ("Lender").

W I T N E S S E T H:

        WHEREAS, the Borrowers and Lender entered into that certain Credit Agreement dated as of August 15, 2008 (as amended, supplemented, or restated to the date hereof, the "Original Credit Agreement"), for the purpose and consideration therein expressed, whereby Lender became obligated to make loans to the Borrowers as therein provided; and

        WHEREAS, the Borrowers and Lender desire to amend the Original Credit Agreement as set forth herein;

        NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the loans which may hereafter be made by Lender to the Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

        § 1.1.     Terms Defined in the Original Credit Agreement .    Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Amendment.

        § 1.2.     Other Defined Terms .    Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

        " Amendment " means this First Amendment to Credit Agreement.

        " Credit Agreement " means the Original Credit Agreement as amended hereby.

        " Original Omnibus Certificate " means the Omnibus Certificate dated August 15, 2008, executed and delivered by officers of the Borrowers pursuant to the Original Credit Agreement.

ARTICLE II.

AMENDMENTS TO ORIGINAL AGREEMENT

        § 2.1.     Defined Terms .    The definition of " Facility B Commitment Period " in Section 1.1 of the Original Credit Agreement is hereby amended in its entirety to read as follows:

        "' Facility B Commitment Period ' means the period from and including the Closing Date until August 14, 2009 (or, if earlier, the day on which the obligations of the Lender to make Loans hereunder has been terminated or the notes first become due and payable in full)."

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

        § 3.1.     Effective Date .    This Amendment shall become effective as of the date first above written when and only when:

        (a)   Lender shall have received all of the following, at Lender's office, duly executed and delivered and in form and substance satisfactory to Lender, all of the following:

          (i)  the Amendment;

         (ii)  a certificate of the Secretary of each Borrower dated the date of this Amendment certifying: (i) that resolutions adopted by the Board of Directors of such Borrower attached to the Original Omnibus Certificate authorize the execution, delivery and performance of this Amendment by such Borrower; (ii) the names and true signatures of the officers of such Borrower which were attached to the Original Omnibus Certificate are true and correct; and (iii) that all of the representations and warranties set forth in Article IV hereof are true and correct at and as of the time of such effectiveness, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; and

        (iii)  such other supporting documents as Lender may reasonably request.

        (b)   The Borrowers shall have paid, in connection with the Loan Documents,