Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2022 (the “Closing Date”), Clean
Energy Fuels Corp. (the “Company”) and its wholly-owned direct subsidiary Clean Energy (“Borrower”) entered into
that certain Senior Secured First Lien Term Loan Credit Agreement (the “Credit Agreement”) with the lenders from time to
time party thereto (“Lenders”) and Riverstone Credit Management LLC, as the administrative agent for the Lenders and collateral
agent for the secured parties (“Agent”), pursuant to which the Lenders funded a $150,000,000 senior secured term loan (the
“Senior Term Loan”). The proceeds of the Senior Term Loan were or will be used to repay certain existing indebtedness of
the Company, Borrower and their subsidiaries, to finance permitted investments from time to time, to pay transaction costs related to
the Credit Agreement and for other general corporate purposes. All defined terms not otherwise defined herein shall have the meanings
given such terms in the Credit Agreement. The Senior Term Loan matures on December 22, 2026 (the “Maturity Date”). The
Senior Term Loan bears interest at (a) SOFR or (b) the greater of (i) the Prime Rate, (ii) the Federal Funds Effective
Rate plus 0.50% , and (iii) the one-month SOFR rate (the “ABR Rate”), at the option of the Company, plus a margin of
(x) 6.50% from Closing Date through the second anniversary of the Closing Date and 7.25% thereafter, each in the case of SOFR, and
(y) 5.50% from Closing Date through the second anniversary of the Closing Date and 6.25% thereafter, each in the case of the ABR
Rate, with a SOFR floor of 1.50% and an ABR Rate floor of 2.50%. The Borrower is also obligated to pay other customary facility fees
for credit facilities of the similar size and type.
Borrower may elect to prepay all or any portion of the amounts owed
prior to the Maturity Date. The Senior Term Loan is also subject to customary mandatory prepayments. Voluntary and mandatory prepayments
and all other payments of the Senior Term Loan are subject to a call premium in the amount of 2% of the amount being prepaid from the
one-year anniversary of the Closing Date to the date that is eighteen months after the Closing Date, 2.5% of the amount being prepaid
after the date that is eighteen months after the Closing Date to the date that is twenty-four months after the Closing Date, and 3% of
the amount being prepaid at any time thereafter. No call premium applies to any prepayment of the Senior Term Loan made prior to the first
anniversary of the Closing Date. Pursuant to the Credit Agreement, the obligations of the Company and Borrower are guaranteed by certain
of their subsidiaries that, on the Closing Date, together with the Company and Borrower, entered into a Guarantee and Collateral Agreement
in favor of the Agent on behalf of secured parties (the “Security Agreement”). Pursuant to the Security Agreement, the Company
and its subsidiaries party thereto granted the Agent a security interest in substantially all of its personal property, rights and assets
to secure the payment of all amounts owed to secured parties under the Credit Agreement. Certain material subsidiaries of the Company
will be required to join as a party to the Security Agreement from time to time after the Closing Date.
The Senior Term Loan requires the Borrower, the Company and their subsidiaries,
on a consolidated basis, to comply with a maximum total leverage ratio, a minimum interest coverage ratio and a minimum liquidity test.
In addition, the Senior Term Loan contains customary representations and warranties and affirmative and negative covenants, including
covenants that limit or restrict the Company, the Borrower and their subsidiaries’ ability to incur liens, incur indebtedness, dispose
of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements.
The Senior Term Loan includes a number of events of default, including, among other things, non-payment defaults, covenant defaults, cross-defaults
to other materials indebtedness, bankruptcy and insolvency defaults, material judgment defaults, and material breaches of material contracts.
If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and
any other monetary obligations on all the then outstanding amounts under the Senior Term Loan may become due and payable immediately.
The foregoing description of the Credit Agreement and the Security
Agreement is qualified in its entirety by reference to the complete terms and conditions of the Credit Agreement and the Security Agreement,
which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.