LOAN AGREEMENT between MISSION ECONOMIC DEVELOPMENT CORPORATION and DALLAS CLEAN ENERGY MCCOMMAS BLUFF, LLC Dated as of January 1, 2011 relating to Mission Economic Development Corporation Solid Waste Disposal Revenue Bonds (Dallas Clean Energy...Loan Agreement • May 9th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This LOAN AGREEMENT (this “Agreement”) dated as of January 1, 2011, by and between the Mission Economic Development Corporation (the “Issuer”), a constituted authority and non-profit industrial development corporation created and existing under the Development Corporation Act, as amended, Chapter 501, Texas Local Government Code (the “Act”), and Dallas Clean Energy McCommas Bluff, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Borrower”).
DEPOSITORY AND CONTROL AGREEMENT Among DALLAS CLEAN ENERGY MCCOMMAS BLUFF, LLC THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Depository Bank and as Securities Intermediary And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as...Depository and Control Agreement • May 9th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
MISSION ECONOMIC DEVELOPMENT CORPORATION SOLID WASTE DISPOSAL REVENUE BONDS (DALLAS CLEAN ENERGY MCCOMMAS BLUFF, LLC PROJECT) SERIES 2011 BOND PURCHASE CONTRACTBond Purchase Contract • May 9th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined
In arriving at the opinions and conclusions hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, the validity, accuracy and sufficiency of the records, documents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein, including (without limitation) any representations and legal conclusions regarding the due authorization, issuance, delivery, validity and enforceability of the Bonds and the exclusion of interest thereon from gross income for federal income tax purposes and any laws, documents and instruments that may be related to the issuance, payment or security of the Bonds. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine.
LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES dated as of March 31, 2011 by Dallas Clean Energy McCommas Bluff, LLC, a Delaware limited liability company, as Grantor to Peter S. Graf, the Trustee for the benefit of The...Clean Energy Fuels Corp. • May 9th, 2011 • Gas & other services combined • Texas
THIS LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES (“Deed of Trust”), made and entered into as of March 31, 2011, by Dallas Clean Energy McCommas Bluff, LLC, a Delaware limited liability company, whose address is 624 S. Grand Avenue, Suite 2420, Los Angeles, California 90017-3325 (“Grantor”), in favor of Peter S. Graf, whose address is 2626 Howell Street, 10th Floor, Dallas, Texas 75204-4064 (“Trustee,” said term referring always to the named Trustee and his successors in trust), for the use and benefit of The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Bond Trustee”), under that certain Trust Indenture, dated as of January 1, 2011 (as further amended, restated, modified, or otherwise supplemented from time to time, the “Indenture”), by and between the Bond Trustee and Mission Economic Development Corporation (the “Issuer”).
SECURITY AGREEMENTSecurity Agreement • May 9th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2011 by Dallas Clean Energy McCommas Bluff, LLC, a Delaware limited liability company (the “Grantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Secured Party”).
