Back to top

SECOND AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

SECOND AMENDMENT TO CREDIT AGREEMENT | Document Parties: CLEAN ENERGY FUELS CORP | PLAINSCAPITAL BANK You are currently viewing:
This Loan Agreement involves

CLEAN ENERGY FUELS CORP | PLAINSCAPITAL BANK

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SECOND AMENDMENT TO CREDIT AGREEMENT
Date: 3/16/2009
Industry: Natural Gas Utilities     Sector: Utilities

SECOND AMENDMENT TO CREDIT AGREEMENT, Parties: clean energy fuels corp , plainscapital bank
50 of the Top 250 law firms use our Products every day


QuickLinks -- Click here to rapidly navigate through this document


Exhibit 10.48


SECOND AMENDMENT TO CREDIT AGREEMENT

        THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the "Amendment") made as of March 12, 2009 by and among CLEAN ENERGY FUELS CORP., a Delaware corporation ("CEF"), and CLEAN ENERGY, a California corporation ("Clean Energy"; CEF and Clean Energy together are 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 by that certain First Amendment to Credit Agreement dated as of February 13, 2009 (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 Second Amendment to Credit Agreement.

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


ARTICLE II.
AMENDMENTS TO ORIGINAL AGREEMENT

        § 2.1.     Facility B Payments .    Section 2.4(e) of the Original Agreement is hereby amended in its entirety to read as follows:

        "Interest, computed upon the unpaid principal balance of the Facility B Loans shall be due and payable quarterly as it accrues, commencing on September 30, 2008, and continuing regularly on the last day of each Fiscal Quarter thereafter until payment in full of any principal outstanding amount of the Facility B Loans. The principal amount of the Facility B loans shall be due and payable in annual payments commencing on August 1, 2009, and continuing on each anniversary date thereafter, each such payment in an amount equal to the lesser of (i) the aggregate principal amount of the Facility B Loans then outstanding and (ii) the Annual Payment Amount; provided that in any event, on the Maturity Date, the entire amount of the Facility B Loans, principal and interest then remaining unpaid, shall be due and payable. As used herein, the term "Annual Payment Amount" means (i) $2,800,000, if the aggregate Facility B Loans made by Lender equal to the Facility B Maximum Credit Amount or (ii) twenty percent (20%) of the outstanding principal amount of the Facility B Loans as of August 1,


 

2009, if the aggregate Facility B Loans made by Lender is less than the Facility B Maximum Credit Amount."

        § 2.2.     Global Debt Service Coverage Ratio .    Section 7.14 of the Original Agreement is hereby amended in its entirety to read as set forth below:

        "As of the end of each Fiscal Quarter, beginning June 30, 2009, the Borrowers will maintain a Global Debt Service Coverage Ratio of at least 1.50:1. For purposes of this section, "Global Debt Service Coverage Ratio" shall mean, for any period, CEF's Consolidated EBITDA to the aggregate amount of CEF's Consolidated interest expense for borrowed money and interest expense for Capital Leases and current maturities of long-term Indebtedness and current maturities of Capital Leases for such period; provided, that solely for the purpose of the calculation of the Debt Service Coverage Ratio, the current maturity of the Facility B Loan for each Fiscal Quarter shall be the Quarterly Amortization Amount. For purposes of this section, the term "Quarterly Amortization Amount" means as of the end of each Fiscal Quarter (i) $700,000, if Lender has made Facility B Loans equal to the Facility B Maximum Credit Amount prior to the end of such Fiscal Quarter, or (ii) the outstanding principal amount of the Facility B Loans as of such date multiplied by five percent (5%), if the aggregate amount of Facility B Loans made prior to the end of such Fiscal Quarter is less than the Facility B Maximum Credit Amount; provided that, for purposes of clarification, it is agreed that if Lender makes Facility B Loans equal to the Facility B Maximum Credit Amount prior to the end of the Facility B Commitment Period, the Quarterly Amortization Amount shall be $700,000 for each Fiscal Quarter thereafter."


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, at Lender's office, this Amendment and the Consent and Agreement, each duly executed and delivered and in form and substance satisfactory to Lender.

        (b)   The Borrowers shall have paid, in connection with the Loan Documents, all fees and reimbursements to be paid to Lender pursuant to any Loan Documents, or otherwise due Lender and including fees and disbursements of Lender's attorneys.


ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

        § 4.1.     Representations and Warranties of the Borrowers .    In order to induce Lender to enter into this Amendment, each Borrower represents and warrants to Lender that:

        (a)   The representations and warranties contained in Article V of the Original Agreement are true a


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more