UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 15, 2008

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

(562) 493-2804

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry Into a Material Definitive Agreement.

Membership Interests Purchase and Sale Agreement

On August 15, 2008, CE Dallas Renewables LLC (“CE Dallas”), a joint venture between Clean Energy, our wholly-owned subsidiary (“Clean Energy”), and Cambrian Energy McCommas Bluff LLC (“Cambrian”), acquired all of the outstanding membership interests of Dallas Clean Energy, LLC (“DCE”), pursuant to a Membership Interests Purchase and Sale Agreement (“Purchase Agreement”) among (i) CE Dallas, (ii) Clean Energy, (iii) Cambrian, (iv) Camco DCE, Inc. and Camco DCE Limited (together, the “sellers”), and (v) Camco International Ltd (collectively with the sellers, the “selling parties”).  DCE owns a facility that collects, processes and sells landfill gas at the McCommas Bluff landfill located in Dallas, Texas.

Under the terms of the Purchase Agreement, CE Dallas paid to the sellers at the closing an aggregate of $19.1 million in cash, of which $1.0 million was deposited into a third-party escrow as security for indemnification claims CE Dallas or its successors and assigns may bring against the selling parties under the Purchase Agreement. The amount remaining in the escrow will be released to the sellers on August 15, 2009, except for amounts subject to pending indemnification claims, if any; provided that (i) up to $250,000 will be released to the sellers on November 15, 2008, but only to the extent the reserve set aside for pending indemnification claims at such time does not equal or exceed $750,000; and (ii) up to an additional $250,000 will be released to the sellers on February 15, 2009, but only to the extent the reserve set aside for pending indemnification claims at such time does not equal or exceed $500,000.

A complete copy of the Purchase Agreement is attached as Exhibit 99.1 to this report and is incorporated herein by reference. The summary of the transaction set forth above does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.

Clean Energy borrowed $18.0 million from PlainsCapital Bank and contributed it to CE Dallas to help finance the acquisition of DCE, in accordance with the Credit Agreement described below in “Credit Agreement with PlainsCapital Bank,” together with $400,000 of its own funds.  On the same date, Clean Energy also borrowed an additional $4.1 million from PlainsCapital Bank under the Credit Agreement to pay certain costs and expenses related to the acquisition transaction.

Limited Liability Company Agreement of CE Dallas Renewables LLC

On August 15, 2008, Clean Energy and Cambrian entered into a Limited Liability Company Agreement of CE Dallas Renewables LLC (“LLC Agreement”).  Under the terms of the LLC Agreement:

·      Capital Contributions.  Clean Energy made a capital contribution of $18.4 million in cash in exchange for a 70% membership interest in CE Dallas.  Cambrian made a capital contribution of (i) $1,000, (ii) a release of claims against Camco DCE, Inc, Camco DCE Limited and Camco International Limited, and (iii) certain other contractual rights, in exchange for a 30% membership interest in CE Dallas.

·      LLC Management.  CE Dallas will be managed by a board of managers consisting of three managers, two of whom will be appointed by Clean Energy and one of whom will be appointed by Cambrian.  The board of managers has appointed a management company to serve at the direction of the board of managers.  Cambrian Energy Management LLC will serve as the initial management company for the first 12 months and month-to-month thereafter, subject to the termination of such service in accordance with the terms of the LLC Agreement.

·      Clean Energy Loan.  Clean Energy agreed to loan to CE Dallas up to an aggregate of $14.0 million to pay for certain costs and capital expenditures necessary to increase the intake, processing capacity and gas output of the McCommas Bluff facility.  See “Loan Agreement with CE Dallas Renewables LLC” below for more information.

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·      Cambrian Option.  Clean Energy granted to Cambrian an exclusive, non-assignable option to purchase from Clean Energy up to and including a 19% membership interest in CE Dallas.  The exercise price of the option is $368,000 for each 1%, up to $6,992,000 for the total 19%.  The option may be exercised in whole or in part (but only in 1% increments) during the ten-year period commencing on the date which the Clean Energy loan described under “Loan Agreement with CE Dallas” below has been repaid in full.

·      Drag Along Right.  If one or more members propose to sell all of the membership interests owned by such member(s) (so long as such member(s) collectively hold 51% or more of the total outstanding membership interests in the company), in one or more related transactions to a bona fide third party purchaser on an arm’s length basis, such members will have the right to require all of the other members to sell all of their membership interests upon the same terms.

·      Buy-Sell Option.  After December 31, 2009, a member (the “Initiating Member”) desiring to acquire all of the membership interests of the remaining members may provide a written notice (“Buy/Sell Notice”) to the remaining members (the “Target Members”) setting forth the Stated Value (described below) and stating that the Initiating Member will either sell all of the Initiating Member’s membership interests or purchase all of the membership interests of the Target Members at the price determined based on the Stated Value.

·      The “Stated Value” contained in the Buy/Sell Notice would be a hypothetical cash price for all the assets of the company without assumption of funded indebtedness of CE Dallas.

·      The price payable to a selling member would be the amount that the selling member (be that the Initiating Member or the Target Members) would receive with respect to the membership interests of such selling member upon a dissolution of the company following a sale of all assets of the company for cash in the amount of the Stated Value.

·      Upon a sale pursuant to a Buy/Sell Notice, each selling member and its affiliates would repay all indebtedness of the company to such member or its affiliates to the extent there would be funds available to pay such indebtedness upon such a sale at the Stated Value.

·      Each Target Member will reply in writing to the other members and the company within 180 days of receiving a Buy/Sell Notice as to whether the Target Member will sell the Target Member’s membership interests to the Initiating Member or purchase the Initiating Member’s membership interests.  Failure by the Target Member to respond in writing within the 180 day time period will be deemed an election by the Target Member to sell the Target Member’s membership interests to the Initiating Member.

·      The purchase and sale of the membership interests pursuant to the Buy/Sell Notice would be consummated within 90 days after the termination of the 180 day notice period.

·      For so long as Clean Energy has any obligations to PlainsCapital Bank to repay outstanding debt, a condition precedent to closing a sale under the Buy/Sell Notice would be the payment in full of such debt and payment of all amounts by Clean Energy in connection therewith.  See “Credit Agreement with PlainsCapital Bank” below for more information.

Immediately after the closing of the acquisition of DCE by CE Dallas, on August 15, 2008, CE Dallas merged with and into DCE, with DCE surviving.  Upon the effectiveness of the merger, the LLC Agreement became the limited liability company agreement of DCE, and Clean Energy and Cambrian became the holders of 70% and 30% of the outstanding membership interests of DCE, respectively.

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A complete copy of the LLC Agreement is attached as Exhibit 99.2 to this report and is incorporated herein by reference. The summary of the LLC Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement.

Loan Agreement with CE Dallas Renewables LLC

On August 15, 2008, Clean Energy and CE Dallas entered into a Loan Agreement (“Loan Agreement”) pursuant to which Clean Energy agreed to provide secured financing to CE Dallas on the following terms and conditions:

·      Loans from Clean Energy.  During the period commencing August 15, 2008 and ending July 29, 2013, CE Dallas may, from time to time, request to borrow funds from Clean Energy, provided that: (i) the aggregate initial principal amount of all loans made by Clean Energy to CE Dallas as of the date of any such request (including any loans related to the issuance of letters of credit), less the amount of any reserve established for letters of credit, may not exceed $14,000,000; and (ii) all other applicable conditions precedent set forth in the Loan Agreement are satisfied.  On the date of the Loan Agreement, CE Dallas was deemed to have requested, and Clean Energy was deemed to have made, a loan of $714,000, which amount was paid by Clean Energy directly to the sellers under the Purchase Agreement in connection with the acquisition of DCE by CE Dallas.

·      No Re-Borrowing.  Amounts borrowed under the Loan Agreement and repaid or pre-paid by CE Dallas may not be re-borrowed.

·      Letters of Credit.  During the period commencing August 15, 2008 and ending July 29, 2013, CE Dallas may request that Clean Energy or one of its affiliates, as the account party, procure the issuance of one or more letters of credit in such amounts and in favor of such beneficiaries as may be requested by CE Dallas.  Clean Energy is not obligated to honor any such request.  Upon the drawing of any amount under any letter of credit procured by Clean Energy or its affiliates, CE Dallas will be deemed to have requested, and Clean Energy will have been deemed to have made, a loan in an amount equal to the amount drawn upon such letter of credit.  A reserve will be established against the availability of loans under the Loan Agreement in an amount equal to 105% of the undrawn face amount of all letters of credit.  Upon the earlier of the due date or date of payment of any costs, fees or expenses incurred by Clean Energy or any of its affiliates in connection with procuring the issuance of any such letter of credit, CE Dallas will be deemed to have requested, and Clean Energy will have been deemed to have made, a loan in an amount equal to such costs, fees or expenses.

·      Interest Rate.  All outstanding obligations under the Loan Agreement will bear interest on the unpaid principal amount thereof (including on the unpaid principal amount of the loans and, to the extent permitted by law, on interest thereon or fees not paid when due) at a per annum rate of 12%.  Additionally, the aggregate undrawn amount of all letters of credits will bear interest in the same fashion as the outstanding obligations referred to above.  Notwithstanding the foregoing, upon the occurrence of any default under the Loan Agreement, all such outstanding obligations referred to above will, at the option of Clean Energy, bear interest at a per annum rate of 15%.

·      Payment of Loan.  CE Dallas will pay interest on September 30, 2008, and then on the last day of each calendar quarter thereafter until payment in full of any principal outstanding under the Loan Agreement.  CE Dallas will repay principal in an amount equal to the lesser of (i) the aggregate principal amount of the then outstanding loans and (ii) $2,800,000, beginning on August 1, 2009, and on each anniversary thereafter, and ending on August 1, 2013, on which date CE Dallas will repay the remaining principal balance plus any interest then due.

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·      Voluntary Prepayments.  CE Dallas may prepay principal in full or in part at any time without the payment of a prepayment fee or premium.  Any prepayment will be applied to the most remote payment of principal due under the Loan Agreement.

·      Mandatory Prepayments.  CE Dallas must prepay the outstanding principal amount of the loans following the receipt by CE Dallas or any of its subsidiaries of:

·      Net cash sales proceeds from any asset disposition by an amount equal to 100% of the amount of such net cash sales proceeds.

·      Net cash proceeds from the sale, loss, destruction, taking, or condemnation of any assets of CE Dallas or any of its subsidiaries by an amount equal to 100% of the amount of such net cash proceeds.

·      Net cash issuance proceeds from the issuance of indebtedness of CE Dallas or any of its subsidiaries by an amount equal to 100% of the amount of such net cash issuance proceeds.

·      Net cash issuance proceeds from the issuance of equity of CE Dallas or any of its subsidiaries by an amount equal to 100% of the amount of such net cash issuance proceeds if such equity is issued for any reason other than for the purpose of acquiring specific property substantially concurrently therewith.

·      Ancillary Agreements.  In connection with the Loan Agreement, on August 15, 2008, Clean Energy, CE Dallas and Cambrian also entered into the following ancillary agreements:

·      Promissory Note.  CE Dallas executed a promissory note in favor of Clean Energy pursuant to which CE Dallas promised to pay to Clean Energy $14,000,000 or such lesser amount as it is then obligated to pay to Clean Energy under the Loan Agreement.

·      Security Agreement.  To secure the indebtedness and obligations of CE Dallas to Clean Energy under the Loan Agreement (and any related documents), CE Dallas and Clean Energy entered into a Security Agreement pursuant to which CE Dallas granted to Clean Energy a security interest in all of the right, title and interest of CE Dallas in and to all of its assets.

·      Pledge Agreement.  To secure the indebtedness and obligations of Cambrian to Clean Energy under the Non-Recourse Guaranty (described below), Cambrian and Clean Energy entered into a Pledge Agreement pursuant to which Cambrian granted to Clean Energy a security interest in all of its membership interests in CE Dallas (and any distributions, redemption payments, liquidation payments, interest or premiums with respect to such membership interests).

·      Non-Recourse Guaranty.  Cambrian and Clean Energy entered into a Non-Recourse Guaranty pursuant to which Cambrian guaranteed the full and prompt payment of all indebtedness and obligations of CE Dallas to Clean Energy when due.  The only recourse for Clean Energy for the satisfaction of the liability of Cambrian under the Non-Recourse Guaranty is to foreclose upon the collateral pledged by Cambrian to Clean Energy under the Pledge Agreement.

·      Letter Agreement re Subordination of Management Fees.  Cambrian and Clean Energy entered into a letter agreement pursuant to which Cambrian agreed to subordinate all management fees or compensation payable to it or its affiliates by CE Dallas to all amounts owed to Clean Energy in connection with the indebtedness and obligations of CE Dallas to Clean Energy under the Loan Agreement.

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Immediately after the closing of the acquisition of DCE by CE Dallas, on August 15, 2008, CE Dallas merged with and into DCE, with DCE surviving.  Upon the effectiveness of the merger, DCE assumed all of the indebtedness and obligations of CE Dallas under the Loan Agreement and all instruments, documents and agreements executed in connection with the Loan Agreement, including the Promissory Note and the Security Agreement.

Complete copies of the Loan Agreement, Promissory Note, Security Agreement, Pledge Agreement, Non-Recourse Guaranty and Letter Agreement re Subordination of Management Fees are attached as Exhibits 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 to this report, respectively, and are incorporated herein by reference. The summary of the agreements described above does not purport to be complete and is qualified in its entirety by reference to such agreements.

Credit Agreement with PlainsCapital Bank

On August 15, 2008, we and Clean Energy, our wholly-owned subsidiary (collectively, “we,” “our” or “us”), entered into a Credit Agreement (“Credit Agreement”) with PlainsCapital Bank (“PCB”) pursuant to which PCB agreed to provide secured financing to us on the following terms and conditions:

·      Facility A Loan.  PCB loaned us $18,000,000 (the “Facility A Loan”) upon the execution of the Credit Agreement.

·      Facility B Loans.  During the time period commencing August 15, 2008 and ending February 15, 2009, we may, from time to time, request one or more additional loans from PCB (collectively, the “Facility B Loans”), provided that: (i) the aggregate amount of the Facility B Loans made by PCB, after giving effect to such requested loan(s), does not exceed $12,000,000; and (ii) all other applicable conditions precedent set forth in the Credit Agreement are satisfied. Upon the execution of the Credit Agreement, PCB loaned us Facility B Loans in the aggregate amount of $4.1 million.

·      Interest Rate.  Interest accrues daily on the Facility A Loan and the Facility B Loans at the following rate (the “Adjusted Base Rate”): the greater of (i) for each calendar month, the prime rate of interest for the United States published in the Borrowing Benchmarks section of the Wall Street Journal on the first business day of such calendar month, plus 0.50% per annum (the “Base Rate”), and (ii) 5.50% per annum; except that the interest rate may never exceed the maximum interest rate allowed by applicable law.  If we are in default under the Credit Agreement, the interest rate for the Facility A Loan and the Facility B Loans will be, at the time in question, the Base Rate then in effect plus 5.00% per annum, unless otherwise agreed by PCB.

·      Payments under Facility A Loan.  The first payment of principal and interest on the Facility A Loan in the amount of $153,868 will be due and payable on September 15, 2008.  Each subsequent payment of principal and interest will be in such amount as determined by PCB to be necessary to amortize the principal balance of the Facility A Loan in level payments of principal and accrued interest over 14 year period (calculated using the Adjusted Base Rate then in effect); and each such payment will be due on the 15th of each month commencing October 15, 2008, and continuing regularly thereafter until August 15, 2013, at which time the entire amount of the principal and interest then remaining unpaid under the Facility A Loan will become due and payable.

·      Payments under Facility B Loan.  Interest computed upon the unpaid principal balance of the Facility B Loans will 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 will be due and payable in annual payments commencing on August 1, 2009, and continuing on each anniversary date thereafter, with each such payment being in an amount equal to the lesser of (i) the aggregate principal amount of the Facility B Loans then outstanding and (ii) $2,800,000; provided that on August 15, 2013, the entire amount of principal and interest then remaining unpaid under the Facility B Loans will become due and payable.

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·      Voluntary Prepayments.  We may from time to time, and without premium or penalty, prepay the Facility A Loan and the Facility B Loans.  Each prepayment of principal will be accompanied by all interest then accrued and unpaid on the principal so prepaid.

·      Mandatory Prepayments.  We are required to make the following mandatory repayments of the Facility A Loan and the Facility B Loans:

·      Clean Energy will immediately deliver to PCB all proceeds (net of reasonable expenses) received by Clean Energy from the sale of membership interests in CE Dallas (and following the merger of CE Dallas with and into DCE, in DCE) to Cambrian pursuant to Cambrian’s exercise of the option described under “Limited Liability Company Agreement of CE Dallas Renewables LLC – Cambrian Option” above.  All of such amounts will be applied as a prepayment of the Facility A Loan; and to the extent that any such prepayment would exceed the then outstanding principal amount of the Facility A Loan, PCB may elect, in its sole discretion, to apply such excess amount as a prepayment of the Facility B Loans.

·      Clean Energy will immediately deliver to PCB any voluntary or mandatory prepayments of the indebtedness evidenced by the Loan Agreement and related documents between Clean Energy and CE Dallas (and following the merger of CE Dallas with and into DCE, DCE)  (collectively, the “Clean Energy Loan Documents”).  See “Loan Agreement with CE Dallas Renewables LLC” for more information.  All of such amounts will be applied as a prepayment of the Facility B Loans.

·      On the last day of each fiscal quarter, Clean Energy will deliver to PCB the amount, if any, by which the interest received by Clean Energy pursuant to the Clean Energy Loan Documents on such date exceeds the amount of interest due on the Facility B Loans on such date.  All of such amounts will be applied as a prepayment of the Facility B Loans.

·      No Re-Borrowing.  Amounts borrowed and repaid on the Facility A Loan and the Facility B Loans may not be re-borrowed.

·      Use of Proceeds.  We were required to use the proceeds from the Facility A Loan to consummate the acquisition of DCE by CE Dallas pursuant to the Purchase Agreement.  We are required to use the proceeds from the Facility B Loans for the following purposes: (i) to fund a payment reserve account specified in the Credit Agreement, (ii) to advance funds to CE Dallas (and, following the merger of CE Dallas with and into DCE, to DCE) pursuant to the terms of the Loan Agreement between CE Dallas and Clean Energy (see “Loan Agreement with CE Dallas Renewables LLC” above for more information); (iii) to pay all costs and expenses incurred by us in connection with the transactions contemplated by the Credit Agreement; and (iv) to pay all fees payable to PCB in connection with the Credit Agreement.

·      Negative Covenants.  We are subject to a number of negative covenants under the Credit Agreement, including the following:

·      No Indebtedness or Liens.  We may not owe or be liable for any indebtedness other than certain indebtedness permitted by the Credit Agreement; and except for certain permitted liens, we may not create, assume or permit to exist any lien upon any of our properties or assets.

·      Limitation on Dividends and Redemptions.  We may not declare or make, directly or indirectly, any dividend, distribution or redemption payment (i) if either an event of default  under the Credit Agreement will have occurred and is continuing, or (ii) if immediately before and after giving pro forma effect to such dividend, distribution or redemption payment, we would not be in pro forma compliance with the negative covenants described below under “Minimum Liquidity,” “Accounts Receivable,” “Minimum Consolidated Net Worth,” “Maximum Consolidated Funded Debt to Equity Ratio,” and “Global Debt Service Coverage Ratio.”

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·      Minimum Liquidity.  As of the end of each fiscal quarter, beginning December 31, 2008, the aggregate amount of cash and cash equivalents of Clean Energy Fuels Corp. and its properly consolidated subsidiaries that are not subject to any lien (other than permitted liens) must not be less than $6,000,000.

·      Accounts Receivable.  As of the end of each calendar month, our accounts receivable must not be less than $10,000,000.

·      Minimum Consolidated Net Worth.  As of the end of each fiscal quarter, beginning September 30, 2008, the consolidated net worth of Clean Energy Fuels Corp., minus all assets which would be treated as intangibles under GAAP, must not be less than $150,000,000.

·      Maximum Consolidated Funded Debt to Equity Ratio.  As of the end of each fiscal quarter, beginning September 30, 2008, the ratio of (i) the consolidated funded debt of Clean Energy Fuels Corp. as of the end of such fiscal quarter to (ii) the consolidated net worth for Clean Energy Fuels Corp. for such fiscal quarter may not be greater than 0.3:1.

·      Global Debt Service Coverage Ratio.  As of the end of each fiscal quarter, beginning June 30, 2009, we must maintain a Global Debt Service Coverage Ratio (defined below) of at least 1.50:1.  “Global Debt Service Coverage Ratio” means, for any period, the ratio of (1) the consolidated EBITDA of Clean Energy Fuels Corp., to (2) the aggregate amount of consolidated interest expense of Clean Energy Fuels Corp. 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.

·      Events of Default; Acceleration of Debt.  There are a number of events of default under the Credit Agreement.  If we become insolvent or fail to make a required payment under the Credit Agreement (or any related agreement) within specified time periods (in each case an event of default), all of the obligations and indebtedness under the Credit Agreement (or any related agreement) will become immediately due and payable.  Upon any such acceleration, any obligation of PCB to make any further loans under the Credit Agreement will be terminated.  During the continuance of any other event of default, PCB may do either or both of the following: (i) terminate any obligation of PCB to make loans under the Credit Agreement, and (ii) declare any or all of the indebtedness and obligations under the Credit Agreement immediately due and payable.

·      Ancillary Agreements.  In connection with the Credit Agreement, on August 15, 2008, we and PCB also entered into the following ancillary agreements:

·      Promissory Note (Facility A).  We executed a promissory note in favor of PCB pursuant to which we promised to pay to PCB $18,000,000 or such lesser amount as we are then obligated to pay to PCB under the Facility A Loan.

·      Promissory Note (Facility B).  We executed a promissory note in favor of PCB pursuant to which we promised to pay to PCB $12,000,000 or such lesser amount as we are then obligated to pay to PCB under the Facility B Loans.

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·      Collateral Assignment and Security Agreement.  To secure our obligations under the Credit Agreement (and related documents), Clean Energy executed a Collateral Assignment and Security Agreement in favor of PCB pursuant to which Clean Energy assigned and granted a security interest to PCB in all of its right, title and interest in and to the Promissory Note, Security Agreement and other collateral loan documents described under “Loan Agreement with CE Dallas Renewables LLC” above.

·      Security Agreement (Vehicle Tankers).  To secure our obligations under the Credit Agreement (and related documents), we entered into a Security Agreement in favor of PCB pursuant to which we granted a security interest in 45 of our 60 tanker trailers.

·      Security Agreement (Accounts Receivable and Inventory). To secure our obligations under the Credit Agreement (and related documents), we and certain of our other subsidiaries entered into a Security Agreement in favor of PCB pursuant to which we granted a security interest in and to all of our accounts receivable and inventory.

·      Pledge Agreement.  To secure our obligations under the Credit Agreement (and related documents), Clean Energy executed a Pledge Agreement in favor of PCB pursuant to which Clean Energy granted to PCB a security interest in all of Clean Energy’s membership interests in CE Dallas.

Complete copies of the Credit Agreement, Promissory Note (Facility A), Promissory Note (Facility B), Collateral Assignment and Security Agreement, Security Agreement (Vehicle Tankers), Security Agreement (Accounts Receivable and Inventory) and Pledge Agreement are attached as Exhibits 99.9, 99.10, 99.11, 99.12, 99.13, 99.14 and 99.15 to this report, respectively, and are incorporated herein by reference. The summary of the agreements described above does not purport to be complete and is qualified in its entirety by reference to such agreements.

Item 2.03.              Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 of this report under “Credit Agreement with PlainsCapital Bank.”

Item 3.03.              Material Modifications to Rights of Security Holders.

See Item 1.01 of this report under “Credit Agreement with PlainsCapital Bank.”

Item 7.01.              Regulation FD Disclosure.

On August 18, 2008, we issued a press release announcing the acquisition of DCE by CE Dallas. A copy of the press release is attached as Exhibit 99.16 to this report and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.16 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01.              Exhibits and Financial Statements.

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99.2         Limited Liability Company Agreement of CE Dallas Renewables LLC dated August 15, 2008 between Clean Energy and Cambrian Energy McCommas Bluff LLC.

99.3         Loan Agreement dated August 15, 2008 between Clean Energy and CE Dallas Renewables LLC.

99.4         Promissory Note dated August 15, 2008 executed by CE Dallas Renewables LLC in favor of Clean Energy.

99.5         Security Agreement dated August 15, 2008 between Clean Energy and CE Dallas Renewables LLC.

99.6         Pledge Agreement dated August 15, 2008 between Clean Energy and Cambrian Energy McCommas Bluff LLC.

99.7         Non-Recourse Guaranty dated August 15, 2008 between Clean Energy and Cambrian Energy McCommas Bluff LLC.

99.8         Letter Agreement dated August 15, 2008 between Clean Energy and Cambrian Energy  McCommas Bluff LLC regarding Subordination of Management Fees.

99.9         Credit Agreement dated August 15, 2008, among Clean Energy Fuels Corp., Clean Energy and PlainsCapital Bank.

99.10       Promissory Note (Facility A) dated August 15, 2008 executed by Clean Energy Fuels Corp. and Clean Energy in favor of PlainsCapital Bank.

99.11       Promissory Note (Facility B) dated August 15, 2008 executed by Clean Energy Fuels Corp. and Clean Energy in favor of PlainsCapital Bank.

99.12       Collateral Assignment and Security Agreement dated August 15, 2008 executed by Clean Energy in favor of PlainsCapital Bank.

99.13       Security Agreement (Vehicle Tankers) dated August 15, 2008 executed by Clean Energy Fuels Corp. and Clean Energy in favor of PlainsCapital Bank.

99.14       Security Agreement (Accounts Receivable and Inventory) dated August 15, 2008 executed by Clean Energy Fuels Corp., Clean Energy and certain other grantors in favor of PlainsCapital Bank.

99.15       Pledge Agreement dated August 15, 2008 executed by Clean Energy in favor of PlainsCapital Bank.

99.16       Press Release dated August 18, 2008, issued by Clean Energy Fuels Corp.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT

by and among

CAMCO INTERNATIONAL LTD.
“Camco Ltd.”,

CAMCO DCE LIMITED.
“Camco DCE Limited”,

CAMCO DCE, INC.
“Camco DCE, Inc.”,

CE DALLAS RENEWABLES LLC
“Buyer”,

CLEAN ENERGY
“Clean Energy”

and

CAMBRIAN ENERGY MCCOMMAS BLUFF LLC
“Cambrian”

TABLE OF CONTENTS

i

ii

iii

MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT

THIS MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into on the 15th day of August, 2008, by and among Camco International Ltd., a Jersey company (“Camco Ltd.”), Camco DCE Limited, a Jersey company (“Camco DCE Limited”), Camco DCE, Inc., a Delaware corporation (“Camco DCE, Inc.”), Clean Energy, a California corporation (“Clean Energy”), Cambrian Energy McCommas Bluff LLC, a Delaware limited liability company (“Cambrian”), and CE Dallas Renewables LLC, a Delaware limited liability company (“Buyer”).

RECITALS

WHEREAS, on November 30, 2007, Dallas Clean Energy LLC, a Delaware limited liability company (“DCE”), as permitted assignee of Camco DCE, Inc. (formerly named Camco International, Inc.), acquired through a bankruptcy proceeding filed in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”), in Case No. 07-32219-HDH-11 styled In re McCommas LFG Processing Partners, LP, and in Case No. 07-32222-HDH-11, styled In re McCommas Landfill Partners, LP (together, the “Bankruptcy Case”), pursuant to a Joint Asset Purchase and Sale Agreement with McCommas LFG Processing Partners, LP and McCommas Landfill Partners, LP dated September 12, 2007 (the “Joint Asset Purchase Agreement”), certain assets at the McCommas Bluff Landfill in Dallas, Texas, including the Landfill Gas Lease, the Gas Sale Agreement, the Collection System and the Processing Facility (each as defined herein) (collectively, the “McCommas Bluff Energy Project Assets”);

WHEREAS, Buyer is a joint venture of Clean Energy and Cambrian that was formed for the purpose of the transactions contemplated herein; and

WHEREAS, Buyer desires to purchase, and Camco DCE Limited and Camco DCE, Inc. (together, the “Sellers”) desire to sell, all of the issued and outstanding membership interests of DCE on the terms set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, Clean Energy and Cambrian (collectively, the “Purchasing Parties”) and the Sellers and Camco Ltd. (collectively, the “Selling Parties”) hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

SECTION 1.1                 Definitions.  The capitalized terms used in this Agreement shall have the meanings specified in this Article or elsewhere in this Agreement.  The singular shall include the plural, and the masculine shall include the feminine and neuter, and vice versa.  Reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified,

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amended, supplemented and restated.  References to a particular article or section are to the article or section of this Agreement, unless the context otherwise specifies.  The words “include,” “includes” and “including” are not limiting and are deemed to be followed by the words “without limitation” whether or not in fact followed by such words or words of like import.

“Adjustment Amount” has the meaning specified in Section 2.3(c).

“Adjustment Statement” has the meaning specified in Section 2.3(a).

“Affiliate” means, with respect to a specified Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.  The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreed Portion of Losses” has the meaning specified in Section 8.4(b)(ii).

“Agreement” means this Membership Interests Purchase and Sale Agreement between the Selling Parties and the Purchasing Parties.

“Applicable Law” means all laws of any Governmental Authority, including federal and state securities laws, Tax laws, ordinances, judgments, decrees, injunctions, writs and Orders or like actions of any Governmental Authority and rules and regulations of any federal, regional, state, county, municipal or other Governmental Authority, which are applicable to the specified Person or the McCommas Bluff Energy Project Assets, as applicable.

“Asserted Losses Amount” has the meaning specified in Section 8.4(a).

“Books and Records” has the meaning specified in Section 2.4.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to be closed in New York, New York.

“Buyer” means CE Dallas Renewables LLC, a Delaware limited liability company.

“Buyer’s Indemnitee” has the meaning specified in Section 8.2(b).

“Cambrian” means Cambrian Energy McCommas Bluff LLC, a Delaware limited liability company.

“Cambrian Claims” means any and all claims for damages, specific performance or other remedies that could be asserted against any of DCE, Camco Ltd., Camco DCE, Inc. or Camco DCE Limited by Cambrian Development with respect to the ownership of membership interests in DCE, the rights to own and operate the McCommas Bluff Energy Project or otherwise arising out of any transaction between or pursued jointly by Camco Ltd. or any of its Affiliates, on the one hand, and Cambrian Development or any of its Affiliates, on the other hand, during the term of the Confidentiality Agreement between Cambrian Development and Camco Ltd. dated as of June 20, 2007 (and for avoidance of doubt, prior to the Closing Date).

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“Cambrian Development” means Cambrian Energy Development LLC, a California limited liability company.

“Camco DCE, Inc.” means Camco DCE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of  Camco Ltd.

“Camco DCE Limited” means Camco DCE Limited, a Jersey company and an indirect wholly owned subsidiary of Camco Ltd.

“Camco Ltd.” means Camco International Ltd., a Jersey company.

“Capital Expenditure” means any amount of funds expended for any addition to or replacement or repair of property, plant or equipment that, in each case, would be capitalized by DCE in accordance with GAAP.

“Carbon Asset Development Agreement” has the meaning set forth in Section 6.4.

“City” means The City of Dallas, a municipal corporation and a political subdivision of the State of Texas.

“Claims Deposit” has the meaning specified in Section 2.2(b).

“Claims Escrow” has the meaning specified in Section 8.4(a).

“Claim Notice” means written notification of a Third Party Claim as to which indemnity under Section 8.2 is sought by an Indemnitee, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnitee’s claim against the indemnifying party under Section 8.2.

“Clean Energy” means Clean Energy, a California corporation.

“Collection System” means all wells, valves, sumps, pumps, drains, lateral piping, headers, blowers, flares and other tangible personal property owned by DCE and installed in or on the real property included within one or more of the Landfill or the Site and used for or in connection with the collection and transportation of Landfill Gas.

“Consent” means a consent, approval, Order, or authorization of, or registration, declaration, notice or filing with, or exemption by a Governmental Authority or other Person (other than a Selling Party, any Affiliate of a Selling Party, a Purchasing Party or any Affiliate of a Purchasing Party).

“DCE” means Dallas Clean Energy LLC, a Delaware limited liability company.

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“Encumbrances” means all liens (including mechanics’, materialmen’s and other consensual and non-consensual liens and statutory liens), mortgages, pledges, claims, security interests, charges, conditions, rights of first refusal, offsets, contracts, recoupment, rights of recovery, claims for reimbursement, contribution, indemnity, exoneration, claims (as that term is defined in the Bankruptcy Code), rights of another, or other restrictions or encumbrances, legal or equitable, or of any other kind whatsoever, whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed.

“Environmental Laws” means all federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives or judicial or administrative orders relating to pollution or protection of the environment, natural resources or human health and safety, including laws relating to releases or threatened releases of Hazardous Materials (including releases to ambient air, surface air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Materials.  “Environmental Laws” includes the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Solid Waste Disposal Act, as amended (42 U.S.C. § 6901 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7104 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 561 et seq.), and all other federal, state, local or foreign laws analogous to any of the above.

“Escrow Agent” means Commerce Escrow Company, 1545 Wilshire Blvd, Suite 600, Los Angeles, California 90017.

“Escrow Agreement” means an escrow agreement in substantially the form attached hereto as Exhibit A among Buyer, the Sellers and the Escrow Agent.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a consistent basis.

“Gas Sales Agreement” means the month-to-month Base Contract for the Short-Term Purchase and Sale of Natural Gas dated November 21, 2003 between TXU Gas Company and its successors in interest, as buyer, and McCommas LFG Processing Partners, LP,  as seller, as such agreement may have been superseded, amended or modified to date.

“Governmental Authority” means any federal, state, municipal or local government, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body.

“Hazardous Material” means any substance, material or waste that is regulated by any Governmental Authority, under any Environmental Law, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “toxic waste,” or “toxic substance” under any provision of any Environmental Law, and including petroleum, petroleum products, fractions of petroleum, asbestos, asbestos-containing material, ureaformaldahyde and polychlorinated biphenyls.

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“Indebtedness” means (a) all indebtedness for borrowed money, (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable, (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit, (e) all liabilities for the deferred purchase price of property, (f) all liabilities under financing or capital leases, (g) all liabilities pursuant to any phantom equity plan, liabilities with respect to stock appreciation or similar rights or otherwise to employees as a result of a change of control, and (h) all liabilities for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described in any clause above to the extent of the obligation secured, and all liabilities as obligor or guarantor to the extent of the obligation secured.

“Indemnification Demand” has the meaning specified in Section 8.4(a).

“Indemnifying Party” has the meaning specified in Section 8.3(a).

“Indemnitee” has the meaning specified in Section 8.2(b).

“Landfill” means the property containing approximately 964.44 acres and located in Dallas County, Texas, which is the portion of the McCommas Bluff Landfill permitted under Permit Number 62, and is more particularly described in Exhibit B.

“Landfill Gas” means the methane, carbon dioxide and other gases produced by the anaerobic decomposition of refuse organic material within the portion of the Landfill under Permit Number 62 but does not include natural gas, oil or any other hydrocarbon substances.

“Landfill Gas Lease” means collectively the Lease to Develop Landfill Gas executed on December 12, 1994, by the City and Dallas Landfill Gas Production, L.L.C., and all amendments and modifications thereto, including (i) the First Amendment to Lease to Develop Landfill Gas dated July 10, 2003 between the City and McCommas Bluff Landfill Partners, LP as successor in interest to Dallas Landfill Gas Production, L.L.C., a Texas limited liability company, predecessor by merger to Dallas Landfill Gas Production, L.L.C., a Texas limited liability company, (ii) the Acknowledgement Agreement dated November 19, 2007 between William Snyder, the chapter 11 trustee of McCommas LFG Processing Partners, LP and McCommas Landfill Partners, LP, Camco DCE, Inc. and the City, and (iii) the Acknowledgement with Respect to Horizontal System dated August 15, 2008, between DCE and the City.

“Legal Entitlement” means any one or more of the permits, licenses, approvals, authorizations, consents, orders, certificates, filings, zoning changes or variances, and entitlements of whatever kind and however described, including all amendments, modifications and supplements thereof, which are required under applicable law to be obtained or maintained by any person or entity with respect to the Collection System, the Processing Facility, Utilities, or operations or infrastructure associated with the McCommas Bluff Energy Project Assets.

“Liability Cap” has the meaning specified in Section 8.2(h)(i).

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“Liability Threshold” has the meaning specified in Section 8.2(h)(ii).

“Loss” has the meaning specified in Section 8.2(a).

“Material Adverse Effect” means any effect, change, event, occurrence, circumstance or development that, individually or in the aggregate with all other effects, changes, events, occurrences, circumstances or developments, is materially adverse to (x) the business, assets, liabilities (contingent or otherwise), results of operations or financial condition of DCE or (y) the ability of the Selling Parties to consummate the transactions contemplated hereby, other than effects, changes, events, occurrences, circumstances or developments that are due to (i) any general deterioration in the financial or market conditions affecting the wholesale or retail markets for energy that do not disproportionately affect DCE; (ii) any act of terrorism, declaration or commencement of a new war, material escalation of current wars, or other global unrest or international hostilities that does not disproportionately affect DCE; or (iii) entering into, or the taking of any action required by, this Agreement.

“Material Contracts” means (i) the Landfill Gas Lease, (ii) the Gas Sales Agreement and (iii) any other contracts and agreements relating to the McCommas Bluff Energy Project Assets to which DCE (directly or as an assignee) is a party and which entitles DCE to receive, or requires DCE to pay, in excess of $25,000 within any calendar year.

“McCommas Bluff Energy Project Assets” has the meaning set forth in the recitals to this Agreement.

“Membership Interests” means all of the issued and outstanding membership interests in DCE.

“Orders” means all decrees, judgments, injunctions, rulings, or other orders of a Governmental Authority having jurisdiction.

“Ordinary Course of Business” means the operation and maintenance by DCE of the McCommas Bluff Energy Project Assets in the ordinary and normal course since November 30, 2007.

“Organizational Documents” means, with respect to a particular entity, such entity’s articles of incorporation, certificates of formation, limited liability company operating agreement, bylaws, or other equivalent primary charter documents, as applicable.

“Parties” means Camco Ltd., Camco DCE, Inc., Camco DCE Limited, Buyer, Cambrian and Clean Energy.

“Permitted Encumbrances” means (i) Encumbrances of current Taxes and assessments not yet delinquent, (ii) Encumbrances incurred in the Ordinary Course of Business for obligations not yet due to materialmen, warehousemen, landlords, and the like, (iii) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the McCommas Bluff Energy Project Assets in any manner, and (iv) other Encumbrances or imperfections on property that apparent on their face are immaterial in amount or do not materially detract from the value or materially impair the use of the property affected by such lien or imperfection.

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“Person” means any individual, corporation, business trust, proprietorship, firm, partnership, limited partnership, limited liability partnership, limited liability company, trust, association, joint venture, Governmental Authority or other entity.

“Personal Property” means (i) the Collection System, (ii) the Processing Facility, and (iii) such other tangible and intangible personal property that is owned by DCE.

“Proceeding” means any action, suit, litigation, arbitration, Proceeding (including any civil, criminal, administrative, investigative or appellate Proceeding), hearing, inquiry, audit or examination commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

“Processing Facility” means all of the equipment, piping, vessels, engine-compressor, meters, electric power distribution facilities and other tangible personal property located at the Site and used for the processing, treatment, measurement and delivery of Landfill Gas collected at the Landfill.

“Project” means (i) the Landfill, (ii) the Site, (iii) the Collection System, (iv) the Processing Facility and (v) all other improvements contained on, at or under the Landfill or the Site.

“Purchase Price” has the meaning specified in Section 2.2(a).

“Purchasing Parties” means Buyer, Cambrian and Clean Energy.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment of any Hazardous Materials.

“Representatives” means with respect to any Party, such Party’s Affiliates together with such Party and its Affiliates’ respective directors, officers, partners, members, managers, employees, representatives, agents and advisors (including accountants, legal counsel, environmental consultants and financial advisors).

“Response” has the meaning specified in Section 8.4(b).

“SCS” has the meaning specified in Section 9.1.

“Sellers” means Camco DCE, Inc. and Camco DCE Limited.

“Sellers’ Indemnitee” has the meaning specified in Section 8.2(a).

“Selling Parties” means the Sellers and Camco Ltd.

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“Site” means the parcel of real property located adjacent to the Landfill and more particularly described on Exhibit C attached hereto.

“Survival Expiration Date” has the meaning specified in Section 8.1.

“Tax Claim” has the meaning specified in Section 7.3(a).

“Tax Indemnified Party” has the meaning specified in Section 7.3(a).

“Tax Indemnifying Party” has the meaning specified in Section 7.3(a).

“Tax Return” means any return, report, information return or other document (including any related or supporting information) required to be supplied to any authority with respect to Taxes.

“Taxes” means all taxes, assessments, charges, duties, fees, levies or other governmental charges, including all federal, state, local and foreign income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, license, payroll, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a return), and all estimated taxes, deficiency assessments, additions to tax, penalties and interest.

“Third Party Claim” has the meaning specified in Section 8.3(a).

“Transaction Documents” means this Agreement and each other agreement, instrument or certificate issued or executed in connection herewith, including the Claims Escrow Agreement, the Assignment of Membership Interests, the Cambrian Release and the Cambrian Representations Agreement.

“Transfer Taxes” means all state and local sales, use and other similar Taxes and all related fees or similar charges that arise from or relate solely to the consummation of the transactions contemplated by this Agreement.

“Utilities” means any and all utility and similar services and installations whatsoever (including natural gas, potable and non-potable water, wastewater, sewer, electricity, air, oil, telephone, and telecommunications), and all pipelines, piping, poles, power lines, conveyors, trenches, casements, wiring, conduit, valves, meters, switches, pumps, tanks, transformers, switchgear and other fixtures and structures of every kind whatsoever related thereto or used in connection therewith.

“VERs” means voluntary carbon emission reduction credits or equivalent regulated emission reduction credits governed under state, national, regional or international agreement that may exist with respect to the collection and destruction or use of Landfill Gas at the Landfill and with respect to the other activities that may be conducted by DCE with respect to the McCommas Bluff Energy Project Assets.

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ARTICLE II

PURCHASE AND SALE

SECTION 2.1                                                  Purchase and Sale.  At the Closing, the Sellers shall sell the Membership Interests to Buyer, and Buyer shall purchase the Membership Interests from the Sellers, for the consideration set forth herein.

SECTION 2.2                                                  Purchase Price.

(a)                                  The aggregate cash consideration to be paid by Buyer for the Membership Interests shall be $19,114,370 (the “Purchase Price”), as determined in accordance with Schedule 2.2(a).  At the Closing, but subject to Sections 2.2(b) and 2.5, Buyer shall deliver the Purchase Price to the Escrow Agent by wire transfer of immediately available funds.

(b)                                 The Escrow Agent shall deposit the Purchase Price into escrow, shall hold $1,000,000 of the Purchase Price (the “Claims Deposit”) for distribution as specified in the Escrow Agreement, and shall pay the remainder of the Purchase Price to the Sellers in accordance with instructions given by the Sellers to the Escrow Agent.  The Claims Deposit shall secure in part the indemnification obligations of the Selling Parties under Articles VII and VIII of this Agreement.

SECTION 2.3                                                  Purchase Price Adjustment.  Calculation and payment of an adjustment to the Purchase Price shall be made as follows:

(a)                                  Within 90 days after the Closing Date, Buyer shall prepare and deliver to the Sellers a statement (the “Adjustment Statement”) which will set forth the Net Working Capital of DCE as of the Closing Date.  “Net Working Capital” means the current assets of DCE minus the current liabilities of DCE, determined in accordance with GAAP; provided that amounts accrued by DCE for capital expenditures shall be excluded from the current liabilities of DCE for purposes of this calculation.

(b)                                 The Adjustment Statement shall be accompanied by such backup information as may be reasonably required to support the computation of the amounts.  The Adjustment Statement shall be prepared using the same GAAP principles, policies and methods DCE has historically used in connection with the calculation of the items reflected on the Financial Statements or as are otherwise consistent with GAAP principles otherwise applicable to a company in the business conducted by DCE.  The Sellers will cooperate in the preparation of the Adjustment Statement and related information, and shall provide Buyer access to any Books and Records and other information as may be reasonably requested or required from time to time in the preparation of the Adjustment Statement.

(c)                                  If the Net Working Capital (as finally determined in accordance with Section 2.3(d)) is less than $300,000 (the “Reference Working Capital”), then the Sellers shall pay to Buyer an amount equal to such difference within ten Business Days after determination of the Adjustment Amount by wire transfer of immediately available funds to an account specified by Buyer.  If the Net Working Capital (as finally determined in accordance with Section 2.3(d))  equals or exceeds the Reference Working Capital, then Buyer shall pay to the Sellers an amount

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equal to such difference within ten Business Days after determination of the Adjustment Amount by wire transfer of immediately available funds to an account specified by the Sellers.  For purposes of this Section 2.3(c), the amount so payable to Buyer by the Sellers, or to the Sellers by Buyer, is referred to as the “Adjustment Amount”

(d)                                 If the Sellers notify Buyer of a disagreement with the Adjustment Amount within 15 days following delivery of the Adjustment Statement, and Buyer and the Sellers are unable to agree on the Adjustment Amount within 30 days following delivery of the Adjustment Statement, or such later date as mutually agreed to by Buyer and the Sellers, then Buyer and the Sellers shall submit the dispute for determination and resolution to an accounting firm of nationally recognized standing that is independent from both Buyer and the Sellers (the “Independent Accounting Firm”), which firm shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report, absent manifest error, shall be final, binding and conclusive on the Parties with respect to the amounts disputed.  If the Sellers do not notify Buyer of a disagreement with the Adjustment Amount within 15 days following delivery of the Adjustment Statement, the Adjustment Amount determined by Buyer shall be final, binding and conclusive on the Parties.  The fees and disbursements of the Independent Accounting Firm shall be allocated one-half to Buyer and one-half to the Sellers.

SECTION 2.4                                                  Books and Records.  On the Closing Date, the Sellers shall deliver to Buyer, to the extent not previously delivered, all of the following documents (collectively, the “Books and Records”) insofar as they exist and relate to any one or more of the formation, ownership, management, operation or maintenance of DCE or the McCommas Bluff Energy Project Assets: entity formation documents; minutes; transaction documents relating to the acquisition by DCE of the McCommas Bluff Energy Project Assets (including title reports, environmental studies (including any Phase I or Phase II environmental reports and soils reports), and UCC and other lien searches); insurance policies; books; Tax records (including copies of federal, state and local Tax Returns); working papers; purchase orders and other related documents; original agreements; permits; licenses; bank accounts; checks; receipts; original accounting data; operating records; safety and maintenance manuals; engineering design plans; blueprints and as-built plans and surveys; Processing Facility and Collection System compliance plans; safety plans and records; environmental procedures and similar records; and all other reports, documents, agreements, leases, licenses, applications, permits, authorizations, orders, certificates, plans, appraisals, surveys, maps, tests, plans, studies, service contracts and warranties affecting or relating to the Project; in each case to the extent such documents are either in the possession of DCE or the Sellers or reasonably within the control of DCE or the Sellers.  The Sellers shall be entitled to retain copies of such Books and Records, and Buyer agrees that it will make the Books and Records available to the Sellers.  From time to time, the Sellers may review and make copies of the Books and Records at their expense, during normal business hours and following reasonable notice.  The Sellers shall be entitled to use their copies of such Books and Records and all information contained therein for such purposes as may be deemed necessary and appropriate by the Sellers in connection with all regulatory filings or other activities involving any Governmental Authority, filing of Tax Returns, all other government matters reasonably related to the Sellers’ prior ownership of the Membership Interests, any controversies or questions arising under the Transaction Documents and any claims arising with respect to events occurring or conditions existing before the Closing Date.

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SECTION 2.5                                                  Withholding.  All payments to any Party pursuant to this Agreement shall be subject to such withholding of Taxes or other amounts as may be required by Applicable Law.

ARTICLE III

CLOSING

SECTION 3.1                                                  Closing.  The closing of the transactions described in this Agreement (the “Closing”) shall take place at the offices of Poindexter & Doutre, Inc., 624 South Grand Avenue, Suite 2420, Los Angeles, California 90017 on the date hereof or at such other place and time as shall be agreed upon by the Parties.  The time and date on which the Closing is actually held is referred to herein as the “Closing Date.”  The Closing shall be effective for all purposes as of the time that the Escrow Agent receives the Purchase Price pursuant to Section 2.2.

SECTION 3.2                                                  Deliverables from the Sellers.  At the Closing, the Sellers shall deliver to Buyer duly executed copies of the following documents, in each case which shall be in full force and effect:

(a)                                  an assignment of membership interests in the form attached as Exhibit D (the “Assignment of Membership Interests”);

(b)                                 the Claims Escrow Agreement;

(c)                                  written resignations and general releases in favor of DCE from all officers, directors and managers of DCE;

(d)                                 an opinion of counsel to the Sellers in form satisfactory to Buyer;

(e)                                  an estoppel certificate from the City in the form attached as Exhibit E;

(f)                                    the Schedules;

(g)                                 a certificate signed by Camco DCE Limited certifying, as complete and accurate as of the Closing Date, the Organizational Documents of DCE;

(h)                                 a certificate from the Secretary of State of the State of Delaware, dated within ten days of the Closing Date, as to the good standing of DCE in the State of Delaware;

(i)                                     a certificate from the Secretary of State of the State of Texas, dated within ten days of the Closing Date, as to the good standing of DCE in the State of Texas;

(j)                                     such tax certifications, documents and instruments as may be required in order to avoid any obligation on the part of Buyer to withhold any Taxes or other amounts from any payment to be made to the Sellers in connection with this Agreement, including a United States Internal Revenue Service Form W-9; and

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(k)                                  a representations agreement between Cambrian Development and the Selling Parties in the form attached as Exhibit F (the “Cambrian Representations Agreement”).

SECTION 3.3                                                  Deliverables from Buyer.  At the Closing, Buyer shall deliver to the Escrow Agent (i) the Purchase Price pursuant to Section 2.2 (less any amounts required to be withheld pursuant to Section 2.5), and (ii) duly executed copies of the following documents, in each case which shall be in full force and effect:

(a)                                  the Claims Escrow Agreement;

(b)                                 a release in the form attached as Exhibit G signed by Cambrian Development which shall release the Sellers, DCE, Camco Ltd. and each of their Affiliates from any and all of the Cambrian Claims (the “Cambrian Release”); and

(c)                                  the Cambrian Representations Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Subject to the exceptions and other provisions set forth on the schedules delivered by the Sellers to Buyer at the Closing (the “Schedules”), the Sellers represent and warrant to Buyer that the statements contained in this Article IV and all applicable information contained in the Schedules are true and correct as of the Closing Date (or if a representation or warranty is made as of a specified date, as of such date).  The Schedules shall be arranged in numbers and letters corresponding to the numbered and lettered sections of this Article IV, and the disclosure in any Schedule shall qualify the corresponding section of this Article IV and any other section of this Article IV where such qualification is reasonably apparent on its face.  For purposes of this Agreement, “Knowledge of the Sellers,” “knowledge of the Sellers” and terminology to similar effect means the actual knowledge, after reasonable inquiry and investigation, of Jim Wiest.

SECTION 4.1                                                  Representations Regarding the Sellers.  The Sellers hereby represent and warrant to Buyer as follows:

(a)                                  Organization and Qualification.

(i)                                     Camco DCE Limited is a company duly organized and validly existing under the laws of Jersey.

(ii)                                  Camco DCE, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(iii)                               Each of Camco DCE Limited and Camco DCE, Inc. (i) has all the requisite power and authority to own and operate its properties and carry on its business as currently conducted and (ii) is in good standing in the jurisdiction in which it is incorporated or otherwise organized.

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(b)                                 Authority; Compliance with Other Instruments.  The execution, delivery and performance by the Sellers of this Agreement and the other Transaction Documents to which they are parties has been authorized by all necessary entity action on behalf of the Sellers and does not: (i) require any Consent or approval not already obtained from the members, managers, directors or shareholders of the Sellers or DCE, (ii) violate any provisions of the Sellers’ or DCE’s Organizational Documents or violate, conflict with or constitute a default under, require Consent under, or cause the acceleration of the maturity of any debt pursuant to any commitment or agreement to which either Seller or DCE is a party or by which it or its properties are bound, (iii) violate any statute or law or any Order, regulation or rule of court or Governmental Authority by which either Seller or DCE is bound, or (iv) result in the creation or imposition of any Encumbrance on any property of either Seller or DCE (other than a Permitted Encumbrance).

(c)                                  Enforceability.  This Agreement and the other Transaction Documents to which the Sellers are parties have been duly executed and delivered by the Sellers and constitute legal, valid and binding obligations of the Sellers, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws of general application relating to or affecting the rights of creditors or by general principles of equity.

(d)                                 Governmental Authorizations.  No Consent, approval, action or filing with, or notice to, any Governmental Authority on the part of the Sellers is or was required in connection with the execution, delivery and performance by the Sellers of this Agreement (including the sale of the Membership Interests to Buyer) and the other Transaction Documents to which the Sellers are parties.

(e)                                  Third-Party Consents.  No Consent from any Person (other than a Governmental Authority) is or was required in connection with the execution, delivery and performance by the Sellers of this Agreement (including the sale of the Membership Interests to Buyer) and the other Transaction Documents to which the Sellers are parties.

(f)                                    Ownership of the Membership Interests.  Camco DCE Limited owns 99.999% of the Membership Interests, and Camco DCE, Inc. owns .001% of the Membership Interests, in each case free and clear of any Encumbrances.  No Person other than the Sellers has any right or option to acquire any portion of the Membership Interests (except Buyer pursuant to this Agreement) or any other equity security of DCE.  There are no outstanding securities, rights, warrants, options, or other instruments convertible into or exchangeable for any of the Membership Interests.

(g)                                 Litigation and Claims.  Except as set forth in Schedule 4.2(g), there is no litigation or administrative or regulatory Proceeding pending or, to the knowledge of the Sellers, threatened, in a writing delivered to either Seller or DCE or any of their Affiliates, in each case which would adversely affect the ability of the Sellers to consummate the transactions contemplated herein.

(h)                                 Brokers or Finders.  No agent, broker, investment or commercial banker, Person or firm acting on behalf of the Sellers or DCE or under the authority of any of the foregoing is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly in connection with any of the transactions contemplated herein

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(i)                                     Bankruptcy.  Neither Seller has filed any voluntary petition in bankruptcy or been adjudicated bankrupt or insolvent, or filed any petition or answer seeking any reorganization, liquidation, dissolution or similar relief under any federal or state bankruptcy, insolvency or other debtor relief or similar law, or sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator of all or any substantial part of its properties.  To the Sellers’ knowledge, no court of competent jurisdiction has entered an Order approving a petition filed against it seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any federal or state bankruptcy act, or other debtor relief or similar law, and no other liquidator has been appointed for either of them, or of all or any substantial part of their properties.  No Proceeding has been commenced or, to the Sellers’ knowledge, threatened, seeking to adjudicate either Seller as bankrupt or seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief.  Neither the signing of this Agreement nor the closing of the transactions subject hereto requires the approval of any trustee in bankruptcy or bankruptcy court with jurisdiction of any reorganization or any bankruptcy Proceeding affecting the Sellers or any Affiliate of the Sellers.

(j)                                     Contracts of the Sellers.  Schedule 4.1(j) lists all of the contracts entered into by either Seller with non-Affiliate parties relating to the ownership, finance, operation or maintenance of the Membership Interests or the McCommas Bluff Energy Project Assets, as applicable.

(k)                                  Guaranties.  There are no guaranties or other assurances of payment, collections or performance of either Seller directly related to the obligations of DCE.

(l)                                     Books and Records.  The Sellers have delivered or made available to Buyer all of the Books and Records and, to the knowledge of the Sellers, there are no material inaccuracies or material omissions in the Books and Records.

(m)                               Other Property.  Other than an indirect interest in the Project through ownership of Membership Interests, neither Seller nor any Affiliate of either Seller owns or has an interest in any real property which is or may be necessary to the development, use or operation of the Project.

(n)                                 Compliance With Covenants.  Neither Seller has received any notice of noncompliance by either Seller or DCE or any of their Affiliates with any recorded covenants, conditions, restrictions, easements or similar matters affecting the Project.

(o)                                 Landfill Gas Lease.  The Sellers have provided to Buyer a true and correct copy of the Landfill Gas Lease (including any and all amendments, notices and assignments related thereto).  The Landfill Gas Lease is in full force and effect in accordance with its terms, the Sellers have received no notice of default under the Landfill Gas Lease and, to the Sellers’ Knowledge and except as disclosed in Schedule 4.2(d), (i) the City is not in default under the Landfill Gas Lease and (ii) no event has occurred which would constitute a default by the City under the Landfill Gas Lease but for the requirement that notice be given or time elapse or both. 

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The Landfill Gas Lease contains the entire agreement between the City and either the Sellers or DCE concerning the leasing of the Project, and the Landfill Gas Lease has not been amended or modified in any manner.  No consent from the City under the Landfill Gas Lease is required for the Sellers to enter into this Agreement and perform its obligations hereunder.

SECTION 4.2                                                  DCE Representations.  The Sellers hereby represent and warrant to Buyer as follows:

(a)                                  Organization.  DCE is a limited liability company, duly formed, validly existing and in good standing under the laws of Delaware.  DCE has full power and authority to own, or hold under the Landfill Gas Lease, and operate its properties and to conduct its business as such business is now being conducted and is in good standing in the State of Texas and all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where the failure to qualify would have a Material Adverse Effect.

(b)                                 Bankruptcy.  DCE has not filed any voluntary petition in bankruptcy or been adjudicated bankrupt or insolvent, or filed any petition or answer seeking any reorganization, liquidation, dissolution or similar relief under any federal or state bankruptcy, insolvency or other debtor relief or similar law, or sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator of all or any substantial part of its properties.  No court of competent jurisdiction has entered an Order approving a petition filed against DCE seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any federal or state bankruptcy act, or other debtor relief or similar law, and no other liquidator has been appointed for DCE, or of all or any substantial part of any of its properties or assets.  No Proceeding has been commenced or, to the Sellers’ Knowledge, threatened, seeking to adjudicate DCE as bankrupt or seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief.

(c)                                  Financial Statements.

(i)                                     Schedule 4.2(c) sets forth DCE’s (x) unaudited balance sheet and income statement as at and for the one-month period ended December 31, 2007, and (y) unaudited balance sheet and income statement as at and for the six-month period ended June 30, 2008 (collectively, the “Financial Statements”).  The Financial Statements are true, accurate and complete in all material respects, fairly present the financial condition of DCE as of the respective dates of and for the periods referred to in such Financial Statements (including any notes thereto) and were prepared in accordance with GAAP (provided that such Financial Statements do not include footnotes and in the case of (x) and (y), are subject to normal year-end adjustments).

(ii)                                  Except as elsewhere set forth in this Agreement (including the Schedules delivered in connection herewith), the Financial Statements, or the Sellers’ capital improvements budget for DCE (a true and correct copy of which has been provided to Buyer), or as incurred in the Ordinary Course of Business, since June 30, 2008, DCE has incurred no material debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable (and whether or not required to be reflected in the financial statements in accordance with GAAP).

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(d)                                 Contracts.  Schedule 4.2(d) lists all of the Material Contracts, each of which is valid and in full force and effect.  DCE is not in default, breach or violation in any material respect under any Material Contract, except as noted on Schedule 4.2(d).  Neither DCE nor the Sellers have received any written notice of any default, breach or violation of any Material Contract, except as noted on Schedule 4.2(d).  To the Sellers’ Knowledge, no third party to any Material Contract is in default, breach or violation in any material respect thereunder, except as noted on Schedule 4.2(d).  A true and correct copy of each Material Contract has been delivered to Buyer.

(e)                                  Permits.  Schedule 4.2(e) lists all of the Legal Entitlements that have been issued by a Governmental Authority to DCE in connection with the ownership, operation and maintenance of the McCommas Bluff Energy Project Assets.  No other Legal Entitlement is necessary for DCE to own, operate and maintain the McCommas Bluff Energy Project Assets in compliance with all Applicable Law or to permit the Sellers to consummate the transactions contemplated hereunder, except, in each case, where the failure to do so would not result in a Material Adverse Effect.  There are no violations, written notices of violation or fines or penalties payable under or with respect to any of the Legal Entitlements, except as set forth on Schedule 4.2(o), and to the Sellers’ Knowledge, DCE is not in material noncompliance with any of the permits listed on Schedule 4.2(e).

(f)                                    Compliance with Laws.  The affairs of DCE and the ownership, operation and maintenance of the McCommas Bluff Energy Project Assets have been and currently are being conducted in material compliance with all Applicable Laws, and to the Sellers’ Knowledge, neither DCE nor any other Affiliate of the Sellers has received any written notice from any Governmental Authority to the effect that any McCommas Bluff Energy Project Assets or DCE is not in compliance with such Applicable Laws.

(g)                                 Litigation and Claims.  Schedule 4.2(g) lists each pending or, to the Knowledge of the Sellers, threatened Proceeding or Order against DCE or any of its managers, officers or employees in their capacity as such, or any property or asset of DCE. There is no investigation pending or, to the Knowledge of the Sellers, threatened against DCE before any Governmental Authority.  No Proceeding or investigation by a Governmental Authority has ever been commenced by or has ever been pending against DCE or any of its managers, officers or employees in their capacity as such, or, since November 30, 2007, any property or asset of DCE.  DCE has no plans to initiate any Proceeding.

(h)                                 Tax Matters.  The Sellers represent that: (i) DCE has timely (taking into account any extensions) filed or caused to be timely (taking into account any extensions) filed all material Tax Returns which are required to be filed by, or with respect to, DCE for taxable periods or portions thereof ending on or prior to the Closing Date and all material Taxes shown as due and owing on any such Tax Returns have been paid; (ii) the Tax Returns referred to in Section 4.2(h)(i) disclose all Taxes required to be paid for the periods covered thereby and do not contain a disclosure statement under Section 6662 of the Internal Revenue Code or any predecessor provision or comparable provision of state, local or foreign Tax Law, (iii) DCE has made adequate provision, as determined in accordance with GAAP, in the Financial Statements for all Taxes not yet due and payable; (iv) other than with respect to Taxes which are not delinquent, there are no Encumbrances for any Taxes that are presently due but unpaid upon any

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property of DCE; (v) there are no audits, claims, assessable levies, administrative Proceedings, or lawsuits pending or, to the Knowledge of the Sellers, threatened against DCE with respect to Taxes; (vi) DCE has not extended or waived the application of any statute of limitations of any jurisdiction or agreed to the extension of time regarding the assessment or collection of any Tax; (vii) no power of attorney with respect to Taxes imposed on or incurred by DCE has been granted by DCE which is currently in force; (viii) DCE has not received a Tax ruling or entered into a closing agreement with any taxing authority that could reasonably be expected to have a continuing effect after the Closing Date; and (ix) except with respect to the limited liability company agreement of DCE, DCE is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement.

(i)                                     Employees.  DCE has no employees and has never had any employees.

(j)                                     Title to Personal Property.  Except for Permitted Encumbrances, DCE owns the Personal Property free and clear of any Encumbrances.

(k)                                  No Prior Conveyance.  No rights or interests in or to any of the McCommas Bluff Energy Project Assets or any of the Membership Interests have been conveyed by either Seller or DCE, as applicable, to any Person (other than to Buyer pursuant to this Agreement or as reflected on Schedule 4.2(k)).  No mortgage, security agreement, financing statement or other instrument of recordation related to any Encumbrance covering or affecting all or any of the McCommas Bluff Energy Project Assets or DCE, which has not been terminated or released, is on file in any recording office.

(l)                                     Absence of Certain Changes or Events.

(i)                                     Since June 30, 2008, there has not been any event or occurrence which had a Material Adverse Effect.

(ii)                                  Except as specified on Schedule 4.2(l), since June 30, 2008 DCE has not (except as otherwise contemplated by this Agreement or the Sellers’ capital improvements budget for DCE (a true and correct copy of which has been provided to Buyer), or reflected in the Financial Statements):

(A)                              incurred any liability, including any liability for or in respect of borrowed money, except current liabilities incurred, and liabilities under contracts entered into, in the Ordinary Course of Business;

(B)                                purchased any shares of capital stock or other equity securities of any party;

(C)                                mortgaged, pledged or subjected to any material claim (other than by operation of law) any portion of its assets, tangible or intangible, other than Encumbrances described in any Schedule hereto;

(D)                               acquired or sold, assigned, transferred or otherwise disposed of any amount of tangible assets, except in each case for non-material tangible assets in the Ordinary Course of Business;

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(E)                                 sold, assigned, licensed, sublicensed or transferred any item or items of intellectual property owned by DCE;

(F)                                 made any single Capital Expenditure or commitment therefor in excess of $10,000;

(G)                                decreased in any material respect any expenditures made with respect to the maintenance and repairs of the Processing Facility;

(H)                               entered into any joint venture or similar ownership arrangement;

(I)                                    suffered any material casualty, loss, damage or destruction not covered by insurance;

(J)                                   failed to pay payables when due or accelerated any receivables;

(K)                               amended, modified or terminated any Material Contract, except for any such Material Contract that terminated in accordance with its terms;

(L)                                 experienced any damage to or destruction or loss of any asset or property, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition or prospects of DCE;

(M)                            incurred any Indebtedness;

(N)                               issued any Membership Interests or other equity securities of DCE or any rights, options or warrants to purchase the same;

(O)                               materially changed its accounting methods, principles or practices;

(P)                                 distributed to, or on behalf of, the Sellers any of DCE’s assets, including cash or accounts receivable, or paid any Indebtedness of DCE to the Sellers or any of the Sellers’ Affiliates; or

(Q)                               agreed to take any of the foregoing actions.

(m)                               Absence of Loans by Seller and Affiliates to DCE at Closing Date.  All Indebtedness of DCE to the Sellers and their Affiliates was paid or forgiven in full prior to the Closing Date.

(n)                                 Sufficiency of Assets; Business of DCE.

(i)                                     Schedule 4.2(n) sets forth all of the assets of importance that currently constitute or are incorporated into the business of DCE and are used by DCE in the Ordinary Course of Business.  For purposes hereof, “assets of importance” includes those assets having a dollar value of $10,000 or greater.

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(ii)                                  DCE (A) has not engaged in any business other than the ownership, operation, management, development and construction of the Processing Facility and activities which are ancillary thereto or in furtherance thereof and (B) does not control, directly or indirectly, or own any equity interest in any other company or other business association.

(iii)                               The assets of importance constitute all the assets, properties and rights necessary to conduct the business of DCE as currently conducted by DCE.

(o)                                 Environmental Matters.  Except as disclosed in Schedule 4.2(o):

(i)                                     DCE and the McCommas Bluff Energy Property Assets are, and have at all times since November 30, 2007 been, in compliance with all applicable Environmental Laws.

(ii)                                  There are no material existing, pending or, to the Knowledge of the Sellers, threatened actions, suits, claims, investigations, inquiries or Proceedings by or before any court or any other Governmental Authority directed against DCE or the McCommas Bluff Energy Property Assets that pertain or relate to (a) any remedial obligations under any applicable Environmental Law, (b) violations by DCE or the McCommas Bluff Energy Property Assets of any Environmental Law, (c) personal injury or property damage claims relating to a Release of Hazardous Materials, or (d) response, removal, or remedial costs under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) or any similar state law.

(iii)                               All material licenses, permits, consents, or other approvals required under Environmental Laws that are necessary to the operations of DCE and the McCommas Bluff Energy Property Assets have been obtained, and the operations of DCE and the McCommas Bluff Energy Property Assets are, and since November 30, 2007, have been in material compliance with such permits, licenses, consents, or approvals.

(iv)                              To the Knowledge of the Sellers, DCE has not disposed or Released any Hazardous Materials on, at, or under the Site.

(v)                                 The Sellers are not currently operating or required to be operating DCE or the McCommas Bluff Energy Property Assets under any material compliance order, schedule, decree or agreement, any consent decree, order or agreement, or corrective action decree, order or agreement issued or entered into under any Environmental Law.

The representations of the Sellers in this Section 4.2(o) shall be the sole and exclusive representations and warranties of the Sellers in this Agreement with respect to environmental matters.

(p)                                 Limited Liability Company Records.  The Books and Records include accurate and complete in all material respects records of all meetings of, and entity action taken by, the members, managers, and committees of the members or managers of DCE, and no meeting of any such members, managers, or committee has been held for which minutes have not been prepared and are not included in the Books and Records.

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(q)                                 Insurance.  Schedule 4.2(q) list all contracts of insurance of DCE in force on the Closing Date (including name of insurer, agent, annual premium, coverage, deductible amounts, and expiration date).  All premiums and other payments due from DCE that were invoiced on or before the Closing Date with respect to any such contracts of insurance have been paid and, to the Knowledge of the Sellers, there has not been and does not exist any fact, act, or failure to act that has caused or might cause any such contract to be canceled or terminated.  DCE will not be liable for retroactive premiums or similar payments under any contracts of insurance. To the Sellers’ Knowledge, all claims for insured losses have been timely presented.

(r)                                    Rezoning; Condemnation.  To the Sellers’ Knowledge, and except as set forth herein or in the Schedules, the Sellers have received no written notice of any pending rezoning or condemnation Proceedings affecting the Site or any portion thereof.

(s)                                  Accounts Receivable.  All accounts receivable shown on the most recent Financial Statements, or that have arisen since then, have arisen and shall have arisen, as applicable, only from bona fide transactions in the Ordinary Course of Business.

(t)                                    Bankruptcy Acquisition.

(i)                                     Schedule 4.2(t) lists the documents provided to Buyer by the Sellers as representing substantially all of the actions taken by the Bankruptcy Court in the Bankruptcy Case to authorize the transfer of title to the McCommas Bluff Energy Project Assets from the bankruptcy estate in such case to DCE pursuant to the Joint Asset Purchase Agreement, including (1) the Motion to Approve Bid Procedures, Break-Up Fee, Auction for the Sale of Substantially All of the Debtors’ Assets, and Related Notice, filed by William Snyder, the Chapter 11 Trustee of McCommas LFG Processing Partners LP and McCommas Landfill Partners LP (the “Sale Motion”), and (2) the Order Confirming First Amended Joint Plan of Liquidation, as modified, for McCommas LFG Processing Partners, LP and McCommas Landfill Partners, LP proposed by the Chapter 11 trustee (the “Confirmation Order”).

(ii)                                  To the Knowledge of the Sellers, the Confirmation Order is not subject to any pending appeal and remains in full force and effect.

(iii)                               To the Knowledge of the Sellers, the sale of the McCommas Bluff Energy Project Assets to DCE pursuant to the Joint Asset Purchase Agreement and the Confirmation Order has been fully consummated without default, modification, revision, revocation, change or challenge.

(iv)                              Pursuant to the terms of the Confirmation Order and the Joint Asset Purchase Agreement, DCE acquired the McCommas Bluff Energy Project Assets free and clear of all Encumbrances (other than Assumed Liabilities, as defined in the Joint Asset Purchase Agreement).

(v)                                 To the Knowledge of the Sellers, since the closing of the sale under the Joint Asset Purchase Agreement, no creditor or other party in interest in the Bankruptcy Case has asserted a claim or liability against the Sellers related to the asset transfer under such agreement.

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(vi)                              To the Knowledge of the Sellers, no approval is required by the Bankruptcy Court with respect to the sale of the McCommas Bluff Energy Project Assets to Buyer under this Agreement.

(u)                                 Related Party Transactions.  Other than as set forth in the Financial Statements, DCE has no financial transactions or arrangements, and has no obligation to enter into any transaction or arrangement with any Related Party.  For purposes hereof, “Related Party” means (i) the Sellers and any Affiliate of the Sellers (other than DCE); and (ii) any corporate officer, director or manager of DCE, the Sellers or any Affiliate of the Sellers.

(v)                                 Intellectual Property.  To the Sellers’ Knowledge, DCE has full title and ownership of, or is duly licensed under or otherwise authorized to use, all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets and other similar proprietary rights (“Proprietary Assets”) necessary to enable it to carry on its business as now conducted, without any conflict with or infringement upon the rights of others.  DCE has not received any written communications alleging that DCE (or any of its managers, members or consultants while acting on behalf of DCE) has violated or infringed or, by conducting DCE’s business as currently conducted, would violate or infringe, any Proprietary Asset of any person or entity.

(w)                               Full Disclosure.  To the Sellers’ Knowledge, no representation or warranty of the Sellers contained anywhere in this Agreement or certificate contemplated hereby contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in the context in which made, not false or misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as follows:

SECTION 5.1                                                  Organization and Qualification.  Buyer is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer (a) has all requisite entity power and authority to own and operate its properties and carry on its business as currently conducted and (b) is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to qualify would have a material adverse effect on Buyer’s business, assets, liabilities (contingent or otherwise), results of operations or financial condition.

SECTION 5.2                                                  Authority.  The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party have been authorized by all necessary entity action, and do not: (A) conflict with or violate any provisions of Buyer’s Organizational Documents or violate, conflict with or constitute a default under, or cause the acceleration of the maturity of any debt or obligation pursuant to any material commitment or agreement to which Buyer is a party or by which it or its properties are bound (except for any such defaults, consents or rights of termination, cancellation or acceleration as to which requisite waivers or consents have been obtained) or (b) violate any statute or law or any Order, regulation

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or rule of court or Governmental Authority by which Buyer, or any of the assets owned or used by Buyer, is bound.

SECTION 5.3                                                  Enforceability.  This Agreement and the other Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and will constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws of general application relating to or affecting the rights of creditors or by general principles of equity.

SECTION 5.4                                                  No Litigation.  There is no litigation or administrative or regulatory Proceeding pending or, to the knowledge of Buyer, threatened in a writing delivered to Buyer, which would adversely affect Buyer’s ability to consummate the transactions contemplated herein.

SECTION 5.5                                                  Consents.  No Consent is required in connection with the execution, delivery or performance by Buyer of this Agreement or the other Transaction Documents to which Buyer is a party.

SECTION 5.6                                                  Brokers or Finders.  No agent, broker, investment or commercial banker, person or firm acting on behalf of any Purchasing Party or under the authority of any of the foregoing is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly in connection with any of the transactions contemplated herein.

SECTION 5.7                                                  Investment Representations.

(a)                                  Buyer is not, and following the purchase of the Membership Interests hereunder, will not be an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940;

(b)                                 Buyer, through its members, (i) is an “accredited investor,” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) is an investor experienced in the evaluation of energy production businesses similar to DCE and the McCommas Bluff Energy Project Assets, (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this specific investment, and (iv) has the ability to bear the economic risks of this specific investment;

(c)                                  Buyer understands and agrees that the Membership Interests have not been registered under the securities law of any jurisdiction, including any state, territory or federal securities laws of the United States of America, and that the Membership Interests may not be resold unless permitted under applicable exemptions contained in such securities laws or upon satisfaction of the registration or qualification requirements of such securities laws, and therefore cannot be sold unless they are subsequently registered or exemptions from registration or qualification are available; and

(d)                                 Buyer is acquiring the Membership Interests for investment for its own account and not with a view to, or for sale in connection with, any distribution or resale of the Membership Interests or any part thereof.

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ARTICLE VI

COVENANTS

SECTION 6.1                                                  Expenses.  Except as otherwise expressly set forth herein, all costs and expenses incurred in connection with the negotiation, execution and performance of this Agreement shall be paid by the Party incurring such costs and expenses.

SECTION 6.2                                                  Press Releases.  No press releases, announcements or other disclosure related to this Agreement or the transactions contemplated herein will be issued or made without the joint approval of one of the Sellers and Buyer, except for any public disclosure which is required by Applicable Law or the rules of applicable securities exchanges (in which case the disclosing Party will consult with the other Party prior to making such disclosure); provided, however, that nothing set forth above shall in any way prevent any Party from making releases, announcements, or other disclosures about the operation of its respective business after the Closing.  The Parties acknowledge that Affiliates of the Sellers and of Buyer are public companies that are likely to be required to disclose the signing and delivery by the Parties of this Agreement, and any such disclosure, notwithstanding anything in this Agreement to the contrary, is permitted.  Without limiting the foregoing, Clean Energy or its parent company will publicly announce entering into this Agreement within four business days after the Closing Date.  The Sellers shall be afforded the right to review and reasonably comment on any such announcement.

SECTION 6.3                                                  Accounting Policies.  If requested by Buyer, the Sellers shall provide explanations to Buyer concerning the accounting principles, policies and methods used by DCE historically in connection with the calculation of items reflected on the Financial Statements.

SECTION 6.4                                                  Carbon Asset Development Agreement.  During the 90-day period following the Closing Date, Buyer and Camco Ltd. (or an Affiliate) shall use their reasonable commercial efforts to negotiate the terms of a Carbon Asset Development Agreement between DCE and Camco Ltd. (or an Affiliate) that shall be on customary arms-length terms among companies in this business, pursuant to which Camco Ltd. (or an Affiliate) will qualify, value and market VERs, and shall be paid for such services in an amount equal to 20% of the revenues that may be received by DCE from the sale of VERs (the “Carbon Asset Development Agreement”).

SECTION 6.5                                                  Enforcement of Rights in Bankruptcy Case.  The Selling Parties will, at their sole cost and expense, use commercially reasonable efforts to enforce in Bankruptcy Court DCE’s title to the McCommas Bluff Energy Project Assets.

SECTION 6.6                                                          Transfer of Responsible Person.  To the extent legally possible, the Selling Parties shall take all necessary steps to cooperate with Buyer to transfer the “responsible person” under the Legal Entitlements specified on
Schedule 4.2(e), as applicable, to a Person designated by Buyer; provided, however, that nothing in this Section 6.6 shall be deemed to require any Selling Party to make any expenditures, including transfer fees, but excluding attorneys’ fees, in excess of $5,000.

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ARTICLE VII

TAX MATTERS

SECTION 7.1                                                  Transfer Taxes.  The Selling Parties shall pay one-half, and Buyer shall pay one-half, of any Transfer Taxes that arise from the transactions contemplated by this Agreement to the extent any such Transfer Taxes are imposed on a Party.

SECTION 7.2                                                  Indemnification.

(a)                                  The Selling Parties, jointly and severally, shall pay, indemnify Buyer and its members and hold Buyer and its members harmless from and against (i) any liability for Taxes (other than Taxes that are shown as a liability on the Adjustment Statement and included in the calculation of Net Working Capital) of DCE for all taxable periods (or portions thereof) ending on or before the Closing Date (the “Pre-Closing Tax Period”), (ii) any liability of DCE for any Tax (including any Texas franchise margin tax) imposed on or with respect to any Seller or any Affiliate of a Seller other than DCE (liabilities described in the immediately preceding clauses (i) and (ii), collectively, “Indemnifiable Taxes”), and (iii) any liability for Taxes and any other liability, loss, cost or expense (including attorneys, experts witnesses’ and other professional fees and charges) attributable to (A) Indemnifiable Taxes or any claim therefor or (B) a breach by Seller of its representations, warranties and covenants under this Agreement.

(b)                                 Buyer shall indemnify the Sellers and hold them harmless from and against (i) any liability for Taxes of DCE other than Indemnifiable Taxes; and (ii) any liability for Taxes and any other liability, loss, cost or expense (including attorneys, expert witnesses and other professional fees and charges) attributable to (A) Taxes of DCE other than Indemnificable Taxes or any claim therefor or (B) a breach by a Buyer of its representations, warranties and covenants under this Agreement.

(c)                                  The Parties agree that any payments made pursuant to the indemnification provisions of this Article VII are intended to be deemed to be an adjustment to the Purchase Price.

SECTION 7.3                                                  Procedures Relating to Tax Indemnification.

(a)                                  If a claim for Taxes, including notice of a pending or threatened audit or adjustment, shall be made by any taxing authority in writing (a “Tax Claim”), that, if successful, could result in an indemnity payment pursuant to Section 7.2, the Party seeking indemnification (the “Tax Indemnified Party”) shall notify the Party it believes is responsible for such indemnity payment (a “Tax Indemnifying Party”) of the Tax Claim in writing and in reasonably sufficient detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim within 30 days of receipt of such Tax Claim.  If written notice of a Tax Claim is not given to the Tax Indemnifying Party within such 30-day period, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest the Tax Claim or otherwise).

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(b)                                 With respect to any Tax Claim that could result in an indemnity payment pursuant to Section 7.2, the Tax Indemnifying Party shall have 45 days after receipt of written notice to elect to undertake, conduct and control all Proceedings (including with the consent of the Tax Indemnified Party any settlement thereof) taken in connection with such Tax Claim (through counsel of its own choosing and at its own expense) and, without limiting the foregoing, may in its sole discretion and at its sole expense (but without prejudice to any right of the Tax Indemnified Party to do so) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Claim and sue for a refund where Applicable Law permits such refund suits or contest such Tax Claim in any permissible manner.  If within 45 days after the receipt of the Tax Indemnified Party’s written notice of a claim of indemnity hereunder, the Tax Indemnifying Party does not notify the Tax Indemnified Party that it elects (at the Tax Indemnifying Party’s cost and expense) to undertake the defense thereof, the Tax Indemnified Party shall have the right, subject to Section 7.3(c) below, to contest, settle or compromise (at the Tax Indemnified Party’s cost and expense) such claim and the Tax Indemnified Party’s actions shall not thereby waive any right of the Tax Indemnified Party to obtain indemnity for such claim (if available) under this Article VII.

(c)                                  In no event shall the Tax Indemnified Party, any of its Affiliates or any successor to any of them, settle or otherwise compromise any Tax Claim that would result in an indemnity payment hereunder by the Tax Indemnifying Party without the Tax Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, denied or conditioned.  In the event the Tax Indemnifying Party has not provided a written response to the Tax Indemnified Party within 30 days after receipt of the request to provide its written consent, the Tax Indemnified Party shall have the sole and exclusive right to settle or otherwise compromise the Tax Claim.  In the event the Tax Indemnifying Party responds within such 30-day period and states that it does not consent, the Tax Indemnifying Party shall have the obligation to undertake, conduct and control (at its own expense) all further Proceedings with respect to such Tax Claim.

SECTION 7.4                                                  Tax Proceedings.  Each of Buyer and the Sellers shall provide notification in writing to the other of any and all Proceedings or meetings (both formal and informal, and including telephonic and other electronic conferences) with any Tax authority at least five Business Days prior to such Proceeding or meeting, but only if such meeting or Proceeding relates to a potential indemnification of a Tax Claim pursuant to this Article VII.  Each of Buyer and the Sellers shall permit the other and their representatives, officers, attorneys and agents to be present and fully participate in such Proceedings or meeting.  Each of Buyer and the Sellers also shall assist and act with the other in respect of any such Proceedings or meeting so as to preserve the benefits bargained for by Buyer and the Sellers hereunder.

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SECTION 7.5                                                  Return Filings, Refunds and Credits.

(a)                                  Sellers at their sole cost and expense shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to DCE for taxable periods ending on or prior to the Closing Date, and shall pay the Taxes (if any) attributable to such periods, all of which shall be subject to permitted extensions by the applicable taxing authorities.

(b)                                 Any ad valorem, use, real property, personal property and other similar Tax arising from or relating to any asset or property of DCE that becomes due and payable after the Closing Date and relates to a taxable period (or portion thereof) beginning on or before the Closing Date shall be allocated as follows: the amount of such Tax shall be multiplied by a fraction, the numerator of which is the total number of days in the applicable taxable period up to and including the Closing Date, and the denominator of which is the total number of days in the applicable taxable period and shall be allocated to the Pre-Closing Tax Period portion of such applicable taxable period and the balance of such Tax shall be allocated to the portion of such taxable period beginning after the Closing Date.  With respect to a taxable period that begins on or before and ends after the Closing Date, the portion of Taxes based on gross or net income or gross receipts, including Texas franchise margin tax imposed on DCE, allocated to the Pre-Closing Tax Period and to the portion of the taxable period beginning after the Closing Date, shall be determined by assuming that the taxable period ended at the close of business on the Closing Date.

(c)                                  The Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (including claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer recognizes that the Sellers and their Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by DCE to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, from and after the Closing Date, Buyer shall, and shall cause DCE to (i) retain and maintain such records for six years following the Closing Date and (ii) allow the Sellers and their agents and representatives (and agents and representatives of any of its Affiliates), to inspect, review and make copies of such records, each at its own expense, as the Sellers may deem necessary or appropriate from time to time. The Sellers recognize that Buyer and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Sellers to the extent such records and information pertain to events occurring prior to such Closing Date; therefore, from and after the Closing Date, the Sellers shall (i) retain and maintain such records for six years following the Closing Date and (ii) allow Buyer and its agents and representatives (and agents and representatives of any of their Affiliates) to inspect, review and make copies of such records, each at its own expense, as Buyer may deem necessary or appropriate from time to time.

(d)                                 Any refunds or credits of Taxes of DCE plus any interest received with respect thereto from the applicable taxing authority for any taxable period or portion thereof ending on or before the Closing Date (including refunds or credits arising by reason of amended Tax

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Returns attributable to taxable periods or portions thereof ending on or before the Closing Date but filed after the Closing Date) shall be for the account of the Sellers and, if and when received by Buyer, shall be paid by Buyer as soon as practicable after Buyer, DCE or any of their respective Affiliates or successors receives such refund or after the relevant Tax Return is filed in which the credit is applied against Buyer’s, DCE’s or any of their Affiliates’ or any of their successors’ liability for Taxes.  Any refunds or credits of Taxes of DCE actually received or applied by the Sellers, plus any interest actually received by the Sellers with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date, shall be for the account of Buyer.

SECTION 7.6                                                  Tax Treatment.  In accordance with Situation 2 of Rev. Rul. 99-6, 1999-1 C.B. 432, the Parties hereby agree to treat the transactions contemplated by this Agreement for federal income Tax purposes (and for all applicable foreign, state and local Tax purposes) in the following manner: (a) with respect to the Sellers, as if the Sellers sold their respective Membership Interests to Buyer, and (b) with respect to Buyer, as if DCE distributed all of its assets to the Sellers in liquidation of their respective Membership Interests, immediately followed by the purchase by Buyer of all of the distributed assets from the Sellers.  Nonetheless, as a protective matter, on the final federal income tax return for DCE that Sellers will cause to be filed by DCE for the period ending on the Closing Date in accordance with Section 7.5(a), Sellers shall cause DCE to make an election under Section 754 of the Code.

SECTION 7.7                                                  Survival and Relationship to Article VIII.  All representations, warranties and covenants of this Agreement that may result in a claim for indemnification under this Article VII shall survive until 30 days after expiration of the last statute of limitations under applicable Tax or other Applicable Law.  This Article VII shall control over Article VIII with respect to matters that may be the subject of indemnification under this Article VII, to the extent the provisions of this Article VII are inconsistent with the provisions of Article VIII.  No provision of Article VIII shall diminish or limit any right to indemnification under this Article VII.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.1                                                  Survival.  Subject to the limitations set forth herein, the representations and warranties made by the Parties in this Agreement shall survive the Closing Date for a period of 12 months following the Closing Date (the “Survival Expiration Date”) and thereafter shall be of no further force and effect; provided, however, that: (a) the representations and warranties set forth in Sections 4.1(a), 4.1(b), 4.1(f), 4.1(h), 4.2(a), 4.2(j), 5.1, 5.2 and 5.6 shall have no “Survival Expiration Date”; (b) “the Survival Expiration Date” for the representations and warranties set forth in Sections 4.2(h) shall be deemed to be 30 days after the date of expiration of the applicable statute of limitations; and (c) “the Survival Expiration Date” for the representations and warranties set forth in Sections 4.2(o) shall survive the Closing Date for a period of 24 months; provided, further, however, that, if at any time before the Survival Expiration Date of a representation or warranty, any Buyer’s Indemnitee (acting in good faith) delivers to the Selling Parties, or if any Sellers’ Indemnitee (acting in good faith) delivers to the Purchasing Parties, an Indemnification Demand based on an inaccuracy in or a breach of such

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representation or warranty made by the Sellers or Buyer, as the case may be, then such claim asserted in the Indemnification Demand will survive the applicable Survival Expiration Date until such time as the claim is fully and finally resolved.  The agreements, covenants and other obligations of the parties hereto shall survive the Closing Date in accordance with their respective terms.

SECTION 8.2                                                  Indemnification.

(a)                                  Except as provided in Sections 7.2 and 7.3 with respect to Taxes (which shall not be subject to this Article VIII), the Purchasing Parties shall jointly and severally indemnify, defend and hold harmless the Sellers and their Representatives (each, a “Sellers’ Indemnitee”) from and against any and all claims, demands, suits, losses, liabilities, penalties, damages, obligations, payments, costs and expenses (including the costs and expenses of any and all actions, suits, Proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith) (each, a “Loss” and collectively, “Losses”) asserted against or suffered by any Sellers’ Indemnitee relating to, resulting from or arising out of any breach by Buyer of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; provided, however, that, for sake of clarity, Clean Energy shall not be liable to any Sellers’ Indemnitee under this Article VIII or otherwise for any breach by Cambrian or any Affiliate of Cambrian of any representation, warranty, covenant or agreement contained in the Cambrian Release or the Cambrian Representations Agreement.

(b)                                 Except as provided in Sections 7.2 and 7.3 with respect to Taxes (which shall not be subject to this Article VIII), the Selling Parties shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Representatives (each, a “Buyer’s Indemnitee”) from and any and against all Losses asserted against or suffered by any Buyer’s Indemnitee relating to, resulting from or arising out of any breach by any Selling Party of any representation, warranty, covenant or agreement of any Selling Party contained in this Agreement or in the certificate delivered by the Sellers pursuant to Section 3.2(g).  Additionally, the Selling Parties shall, jointly and severally, indemnify, defend and hold harmless Buyer’s Indemnitees from and against all Losses asserted against or suffered by any Buyer’s Indemnitee relating to, resulting from or arising out of the facts disclosed in paragraph 2 of Schedule 4.2(g) (the “Special Indemnity”).  Notwithstanding anything to the contrary contained in this Agreement, the Special Indemnities shall have no Survival Expiration Date.  Sellers’ Indemnitees and Buyer’s Indemnitees are generally referred to herein as “Indemnitees.”

(c)                                  Except as otherwise required under Applicable Law, all indemnification payments made pursuant to this Article VIII will be treated as an adjustment to the Purchase Price.

(d)                                 Except to the extent otherwise provided in Sections 7.2 and 7.3 with respect to Taxes, in Section 10.9 with respect to specific performance, and in this Article VIII, the rights and remedies of the Parties under this Section 8.2 are exclusive and in lieu of any and all other rights and remedies which the Parties may have under this Agreement.

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(e)                                  Notwithstanding any provisions in this Agreement to the contrary, each Party retains its remedies at law or in equity with respect to willful, knowing or intentional misrepresentations or breaches of this Agreement.

(f)                                    An Indemnitee shall use commercially reasonable efforts to mitigate all Losses, including availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at law or equity.

(g)                                 The amount of Losses subject to any claim for indemnity under this Article VIII shall be determined without giving effect to any materiality or Material Adverse Effect qualifications contained herein.

(h)                                 Notwithstanding anything to the contrary contained in this Agreement (other than Section 8.2(e)), no amounts of indemnity shall be payable under Section 8.2(a) in respect of Losses:

(i)                                     to the extent such Losses exceed $2,200,000 in the aggregate (the “Liability Cap”);

(ii)                                  in the event the aggregate amount of Losses do not exceed $180,000 (the “Liability Threshold”), provided that at such time as the aggregate of all such Losses exceeds the Liability Threshold, Sellers’ Indemnitee shall be entitled to recover the full amount of Losses from the first dollar of Losses; and

(iii)                               the amount of any Loss shall be reduced to the extent and by the amount that it arises from or was caused by the willful misconduct of a Sellers’ Indemnitee.

provided, however, that the limitations contained in this Section 8.2(h) shall not apply to Losses arising from a breach of the representations and warranties contained in Sections 5.1 or 5.2, provided that no amounts of indemnity shall be payable under Section 8.2(a) in respect of a Loss to the extent that the aggregate amount of payments by the Buyer under Section 8.2(a) would exceed the Purchase Price, as adjusted by the Adjustment Amount, if any, at the time any Sellers’ Indemnitee seeks to enforce its indemnification rights under Section 8.2(a).

(i)                                     Notwithstanding anything to the contrary contained in this Agreement (other than Section 8.2(e)), no amounts of indemnity shall be payable under Section 8.2(b) in respect of Losses:

(i)                                     to the extent such Losses exceed the Liability Cap;

(ii)                                  in the event the aggregate amount of Losses do not exceed the Liability Threshold, provided that at such time as the aggregate of all such Losses exceeds the Liability Threshold, Buyer’s Indemnitee shall be entitled to recover the full amount of Losses from the first dollar of Losses; and

(iii)                               the amount of any Loss shall be reduced to the extent and by the amount that it arises from or was caused by the willful misconduct of a Buyer’s Indemnitee.

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provided, however, that the limitations contained in this Section 8.2(i) shall not apply to (i) Losses arising from a breach of the representations and warranties contained in Sections 4.1(a), 4.1(b), 4.1(f), 4.1(h), and Sections 4.2(a) and (j), or (ii) the Special Indemnity, provided that no amounts of indemnity shall be payable under Section 8.2(b) in respect of a Loss to the extent that the aggregate amount of payments by the Seller under Section 8.2(b) would exceed the Purchase Price, as adjusted by the Adjustment Amount, if any, at the time any Buyer’s Indemnitee seeks to enforce its indemnification rights under Section 8.2(b).

SECTION 8.3                                                  Third Party Claims.

(a)                                  If any claim or demand in respect of which an Indemnitee might seek indemnity under Section 8.2 is asserted against or sought to be collected from such Indemnitee by a Person other than a Selling Party, any Affiliate of a Selling Party, a Purchasing Party or any Affiliate of a Purchasing Party (a “Third Party Claim”), the Indemnitee shall deliver a Claim Notice with reasonable promptness to the Person(s) from whom indemnity is sought (the “Indemnifying Party”).  The Indemnifying Party will notify the Indemnitee as soon as practicable whether the Indemnifying Party disputes its liability to the Indemnitee under Section 8.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnitee against such Third Party Claim.

(b)                                 If the Indemnifying Party notifies the Indemnitee that the Indemnifying Party desires to defend the Indemnitee with respect to the Third Party Claim pursuant to this Section 8.3, then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate Proceedings, prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnitee, which consent will not be unreasonably withheld or delayed); provided, however, that the Indemnitee shall not have the right to assume the defense of the Third Party Claim if (i) any such claim seeks, in addition to or in lieu of monetary losses, any injunctive or other equitable relief, (ii) the amount of the Losses that may result from such Third Party Claim exceed the Indemnitee’s indemnification obligation hereunder, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim may establish (in the good faith judgment of the Indemnitee) a precedential custom or practice adverse to the business interests of the Indemnitee or (iv) the Third Party Claim seeks criminal sanctions against the Indemnitee.  The Indemnifying Party, subject to the Indemnitee’s approval of counsel, such consent not to be unreasonably withheld, will have full control of such defense and Proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnitee may, at the sole cost and expense of the Indemnitee, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause 8.3(b), file any motion, answer or other pleadings or take any other action that the Indemnitee reasonably believes to be necessary or appropriate to protect its interests and is not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause 8.3(c) below, if an Indemnitee takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnitee’s action); and provided further, that if requested by the Indemnifying Party, the Indemnitee will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any

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Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnitee or any of its Affiliates).  The Indemnitee may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause 8.3(b), and the Indemnitee will bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnitee’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnitee to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnitee which makes representation of both parties inappropriate under applicable standards of professional conduct or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnitee and the Indemnitee determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party.  Notwithstanding the foregoing, the Indemnitee may retain or take over control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control, if (1) the Indemnifying Party fails to prosecute or settle the Third Party Claim, or (2) the Indemnitee irrevocably waives its right to indemnity under Section 8.2 with respect to such Third Party Claim.

(c)                                  If the Indemnifying Party fails to notify the Indemnitee that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Section 8.3, or if the Indemnifying Party gives such notice but fails to prosecute or settle the Third Party Claim, then the Indemnitee will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate Proceedings and to take all actions deemed necessary or desirable in connection therewith, and the Indemnitee will have full control of such defense and Proceedings, including any settlement thereof.  The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnitee pursuant to this Section 8.3(c), and the Indemnifying Party will bear its own costs and expenses with respect to such participation.

SECTION 8.4                                                  Indemnification Claims.

(a)                                  In order to seek indemnification under Section 8.2 (including indemnification related to or arising from any Third Party Claim), an Indemnitee will deliver a written demand (an “Indemnification Demand”) to the Indemnifying Party which contains (i) a description and the amount (the “Asserted Losses Amount”) of any Losses incurred or reasonably expected to be incurred by the Indemnitee, (ii) a statement that the Indemnitee is entitled to indemnification under this Article VIII for such Losses and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Losses.  For sake of clarity, the Indemnification Demand and the Claim Notice delivered pursuant to Section 8.3(a) may be the same document.  If the Indemnitee is a Buyer’s Indemnitee, the Indemnitee will also deliver a copy of the Indemnification Demand to the Escrow Agent contemporaneously with its delivery to the Selling Parties, so long as all or a portion of the Claims Deposit remains in the escrow established pursuant to the Claims Escrow Agreement (such escrow, the “Claims Escrow”).

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(b)                                 Within 30 days after delivery of an Indemnification Demand to the Indemnifying Party, the Indemnifying Party will deliver to the Indemnitee a written response (the “Response”) in which the Indemnifying Party will:

(i)                                     agree that the Indemnitee is entitled to receive all of the Asserted Losses Amount (in which case: (A) if the Indemnitee is a Buyer’s Indemnitee, then such Buyer Indemnitee will recover the Asserted Losses Amount in accordance with Section 8.5; or (B) if the Indemnitee is a Sellers’ Indemnitee, then the Purchasing Parties will pay to such Sellers’ Indemnitee cash equal to the Asserted Losses Amount (in either case, subject to the limitations of Section 8.2(h) or Section 8.2(i), as the case may be));

(ii)                                  agree that the Indemnitee is entitled to receive part, but not all, of the Asserted Losses Amount (such portion, the “Agreed Portion of Losses”) (in which case: (A) if the Indemnitee is a Buyer’s Indemnitee, then such Buyer’s Indemnitee will recover the Agreed Portion of Losses in accordance with Section 8.5; or (B) if the Indemnitee is a Sellers’ Indemnitee, then the Purchasing Parties will pay to such Sellers’ Indemnitee cash equal to the Agreed Portion of Losses (in either case, subject to the limitations of Section 8.2(h) or Section 8.2(i), as the case may be)); or

(iii)                               dispute that the Indemnitee is entitled to receive any of the Asserted Losses Amount.

(c)                                  If the Indemnifying Party will (i) dispute that the Indemnitee is entitled to receive any of the Asserted Losses Amount, or (ii) agree that the Indemnitee is entitled to only the Agreed Portion of Losses, the Indemnitee and the Indemnifying Party will attempt in good faith to agree upon the rights of the respective parties with respect to each of the indemnification claims that comprise the Asserted Losses Amount (or the portion of the Asserted Losses Amount not comprising the Agreed Portion of Losses).  If the Indemnitee and the Indemnifying Parties should so agree, a memorandum setting forth such agreement will be prepared and signed by all such parties.  If no such agreement can be reached after good faith negotiation within 60 days after delivery of a Response, either the Indemnitee or the Indemnifying Party may initiate a Proceeding in a court of competent jurisdiction to resolve the dispute(s) related to such Response.

SECTION 8.5                                                  Recourse for Buyer’s Indemnitees.  Subject to the limitations set forth in Section 8.2(i), if the Losses of any Buyer’s Indemnitee are determined pursuant to a final Order issued by a court of competent jurisdiction, or if the Losses of any Buyer’s Indemnitee have been agreed to pursuant to Section 8.4, and all or a portion of the Claims Deposit remains in the Claims Escrow, then Buyer’s Indemnitee shall first recover such Losses from the funds in the Claims Escrow.  If there are insufficient funds in the Claims Escrow to cover all such Losses, then the Selling Parties will pay to the Buyer’s Indemnitee, subject to the limitations in Section 8.2(i), cash equal to the full amount of such Losses less the amount of funds in the Claims Escrow used to pay for such Losses.  For avoidance of doubt, Buyer’s Indemnitees shall follow the procedures set forth in the Claims Escrow Agreement in order to recover Losses from the Claims Escrow.

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ARTICLE IX

WAIVER OF CONFLICTS OF INTEREST

SECTION 9.1                                                  SCS Energy and SCS Field Services.  The Sellers acknowledge and agree that Buyer has utilized the services of Stearns Conrad Schmidt dba SCS Energy, SCS Engineers and SCS Field Services (collectively “SCS”) in connection with the performance of certain due diligence duties related to the evaluation of the transaction that is the subject of this Agreement.  Such services include validation of projected Landfill Gas production rates and estimated budgets for capital improvements with respect to the McCommas Bluff Energy Project Assets.  The Sellers further acknowledge that Buyer intends to continue utilizing the services of SCS in connection with the business of DCE and the McCommas Bluff Energy Project Assets following the Closing Date.  The Sellers hereby agree for the benefit of both Buyer and its Affiliates and for the benefit of SCS to waive any conflict of interest that may exist by reason of the services that have been and, following the Closing Date, may be rendered by SCS for the benefit of Buyer and its Affiliates and DCE, Buyer and any Affiliates of Buyer, and the Sellers consent to the use of such services by Buyer and its Affiliates and by DCE.

SECTION 9.2                                                  Cambrian Energy Management LLC.  The Sellers acknowledge that Cambrian Energy Management LLC is an Affiliate of Cambrian Development and that another Affiliate of Cambrian Development is a member and will be the manager of Buyer.  Cambrian Energy Management LLC and certain other Affiliates of Cambrian Development are currently providing management services to DCE.  The Sellers hereby acknowledge that Buyer has utilized the services of Cambrian Development and its Affiliates in connection with the performance of certain due diligence duties related to the evaluation of the transaction that is the subject of this Agreement.  The Sellers further acknowledge that Buyer intends to continue utilizing the services of Cambrian Development and its Affiliates and the law firm of Poindexter & Doutre, Inc. of which Evan Williams is a principal, in connection with the business of DCE and the McCommas Bluff Energy Project Assets following the Closing Date.  The Sellers hereby agree for the benefit of both Buyer and its Affiliates and for the benefit of Cambrian Development and its Affiliates and of Poindexter & Doutre, Inc. to waive any conflict of interest that may exist by reason of the services that have been and, following the Closing Date, may be rendered by Cambrian Development and its Affiliates and by Poindexter & Doutre, Inc. for the benefit of DCE, Buyer and any Affiliates of Buyer, and the Sellers consent to the use of such services by Buyer and its Affiliates and by DCE.

ARTICLE X

MISCELLANEOUS

SECTION 10.1                                            Applicable Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas as applied to agreements entered into and entirely to be performed within that state.   The Parties hereby irrevocably and unconditionally submit in any legal action or Proceeding arising out of or relating to this Agreement to the non-exclusive general jurisdiction of the courts of the United States and of the State of Texas located in the County of Dallas, State of Texas and, in any such action or Proceeding, consent to jurisdiction in such courts and waive any objection to the venue in any such court.

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SECTION 10.2                                            Entire Agreement.  This Agreement and the Transaction Documents set forth the entire agreement and understanding of the Parties relating to the subject matter set forth herein and supersede any and all other understandings, contracts or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement.

SECTION 10.3                                            Severability.  If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible, and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

SECTION 10.4                                            Succession; No Third Party Beneficiaries; Assigns.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and this Agreement shall not otherwise be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right.  No Party may assign this Agreement or its rights under this Agreement without the express written consent of the other Parties except that Buyer may assign this Agreement to an Affiliate; provided that such assignment shall not release or relieve Buyer of its obligations contained herein.

SECTION 10.5                                            Counterparts; Duplicate Originals; Electronic Signatures.  This Agreement may be executed in any number of counterparts and by each Party hereto on separate counterparts, each complete set of which when so executed and delivered by the Parties, shall be an original, but all such counterparts shall constitute but one and the same instrument.  This Agreement may be signed in duplicate originals each of which shall be valid and effective.  Except as to signatures required to be delivered in connection with documents that are to be recorded, signatures delivered by means of facsimile transmission or other electronic means shall be binding upon the Party so delivering such a signature, regardless of whether originally executed signatures are subsequently delivered.

SECTION 10.6                                            Notices.  Any notices, requests, demands and other communications under this Agreement shall be given to a Party: (i) by hand; (ii) by mailing, via certified or registered first class mail, postage fully prepaid; (iii) by overnight courier (such as FedEx) delivery charges fully prepaid, or (iv) by facsimile transmission to such Party at the address or facsimile telephone number as hereinafter set forth or at such subsequent address as the recipient Party has supplied to the other Parties hereto, in writing.

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To the Sellers or Camco Ltd.:

With a copy to (which shall not constitute notice):

SECTION 10.7                                            Headings.  The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 10.8                                            Attorneys’ Fees.  In the event of any action or Proceeding (including, any bankruptcy Proceeding) to enforce or construe any of the provisions of this Agreement, the prevailing party in any such action or Proceeding shall be entitled to attorneys’ fees and costs.

SECTION 10.9                                            Specific Performance.  The Selling Parties agree that irreparable damage would occur to Buyer in the event that any of the provisions of this Agreement are not performed by the Sellers in accordance with its specific terms or were otherwise breached by the Sellers.  It is accordingly agreed that Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Sellers and to enforce specifically the terms and provisions of this Agreement.  The Purchasing Parties agree that irreparable damage would occur to the Sellers in the event that any of the provisions of this Agreement are not performed by Buyer in accordance with its specific terms or were otherwise breached by Buyer.  It is accordingly agreed that the Sellers shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by Buyer and to enforce specifically the terms and provisions of this Agreement.

[Balance of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Membership Interests Purchase and Sale Agreement.

Signature Pages to Membership Interests

Purchase and Sale Agreement

Signature Pages to Membership Interests

Purchase and Sale Agreement

Exhibit 99.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

CE DALLAS RENEWABLES LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CE Dallas Renewables LLC (the “Company”), dated August 15, 2008, is made and entered into by and among the Persons listed on the attached Schedule A hereto as Members of the Company and any additional Persons who become Members of the Company in accordance with the provisions of this Agreement.

WHEREAS, the Company has been formed for the sole purpose of acquiring from Camco DCE Limited and Camco DCE, Inc. all of the membership interests of Dallas Clean Energy LLC, a Delaware limited liability company (“DCE”), immediately thereafter merging into DCE with this Agreement to become the limited liability company agreement of DCE upon such merger, and thereafter, through DCE as successor to the Company, continuing the process of repairing, improving, expanding and operating the Project (as hereafter defined) in accordance with this Agreement;

WHEREAS, DCE owns all of the leases, permits, equipment, personal property and tangible and intangible property and rights associated with the landfill gas to-high Btu gas energy project at the McCommas Bluff Landfill in Dallas County, City of Dallas, Texas (collectively, the “Project”);

WHEREAS, the Members intend to state in its entirety the Limited Liability Company Agreement of the Company to reflect their agreements with respect to the acquisition and ownership of all of the membership interests of DCE and indirectly the ownership and operation of the Project;

WHEREAS, subject to the limitations, terms and conditions set forth in this Agreement, Clean Energy has committed to fund the Company’s acquisition of the membership interests of DCE and the operation, repair and expansion of the Project;

WHEREAS, the Members constitute all of the current members of the Company; and

WHEREAS, the Delaware Limited Liability Company Act, 6 Del. C. §§18-101, et seq., as amended from time to time (the “Delaware Act”), authorizes the adoption of a written agreement among members concerning the business and affairs of a limited liability company, and each of the parties to this Agreement desires to enter into such an agreement.

NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants hereinafter contained, the parties to this Agreement agree as follows.

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ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below.  Certain other terms used in this Agreement are defined elsewhere in this Agreement.  For purposes of this Agreement, a defined term has its defined meaning throughout this Agreement and in each exhibit, attachment, and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined.  As used in this agreement, all pronouns and terms are gender-neutral.

“Adjusted Capital Return” means, solely as to Clean Energy, the Clean Energy Initial Capital Contribution reduced (but not below zero) at the end of each Fiscal Year, or portion thereof if the calculation is made on a date other than the end of the Fiscal Year, by the sum of (a) any distributions not from a Capital Transaction received by Clean Energy during such Fiscal Year or portion thereof, (b) the amount of any proceeds to Clean Energy from the sale of Member Interests owned by Clean Energy to Cambrian McCommas Bluff pursuant to exercise of the Option, and (c) the amount of any distributions from a Capital Transaction received by Clean Energy.

“Advisor Expenses” means any expenses incurred by the Company to any professional advisor, including any Person providing advice or services related to any one or more of engineering, accounting, operations and maintenance, and business practices or strategies.

“Affiliate” with respect to any person or entity, any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity; provided, however, the Company shall not be considered an Affiliate of a Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended or restated from time to time in accordance with the terms hereof.

“Assignee” means any Person that acquires Member Interests or any portion thereof through a transfer made in accordance with this Agreement and that has not been admitted as a Member.

“Board” and “Board of Managers” have the meanings set forth in Section 9.1.

“Business Day” (whether such term is capitalized or not) means any day, excluding Saturdays, Sundays and any day on which banks are generally not open for business in the State of California.

“Buy/Sell Notice” has the meaning set forth in Section 13.9.

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“Cambrian Energy” means Cambrian Energy Development LLC, a California limited liability company, its successors and assigns.

“Cambrian Energy Management” means Cambrian Energy Management LLC, a Delaware limited liability company.

“Cambrian McCommas Bluff” means Cambrian Energy McCommas Bluff LLC formerly known as Cambrian Energy/CLF McCommas Bluff LLC, a Delaware limited liability company, its successors and assigns.

“Camco” means Camco International, Inc., a Delaware limited liability company, its successors and assigns.

“Capital Account” means, with respect to any Member, the capital account established and maintained for such Member pursuant to Section 5.4.

“Capital Contribution” means, with respect to any Member, the aggregate amount of money, and the Gross Asset Value of any property other than money, contributed to the Company pursuant to Article V hereof with respect to such Member’s Member Interest.

“Capital Return Date” means the date on which the balance of the Adjusted Capital Return becomes zero.

“Capital Transaction” means (i) any sale, refinancing or other disposition of the Project, whether by partial sale or otherwise or (ii) casualty (where the proceeds are not to be used for reconstruction), condemnation or similar event of any part of the Project, where the gross proceeds from such event exceed $100,000.

“Certificate” means the Certificate of Formation of the Company, as amended to date and as it may be further amended in accordance with this Agreement.

“Clean Energy” means Clean Energy, a California corporation, its successors and assigns.

“Clean Energy Borrowing” means any and all obligations of Clean Energy to make a payment to PlainsCapital Bank with respect to the borrowing of money by Clean Energy from PlainsCapital Bank pursuant to the PlainsCapital Bank Credit Agreement.

“Clean Energy Initial Capital Contribution” means the aggregate cash contribution in the amount of U.S. $18,400,000 made by Clean Energy to the Company and used to pay the purchase price for the membership interests of  the Project Company.

“Clean Energy Loan” means the loan or loans to be made to the Project Company by Clean Energy or one or more of its Affiliates in principal amounts advanced not to exceed in the aggregate $14,000,000 determined on a non-revolving basis (including amounts considered so advanced with respect to Letters of Credit pursuant to Section 5.5 hereof as well as amounts advanced subject to Section 5.6 hereof), as evidenced by one or more promissory notes from the

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Company and Project Company and secured by the assets of the Company and the Project Company, to be used by the Project Company for Development Costs and by the Company to pay a portion of the purchase price payable to the Sellers under the Purchase Agreement.

“Clean Energy Loan Documents” means the promissory note or notes, loan agreement, security agreements, and other documents executed and delivered with respect to the Clean Energy Loan.  The Clean Energy Loan Documents do not include this Agreement or any action of the Board or Members as such.

“Closing Date” means the date on which the purchase by the Company from Camco of all of the membership interests of the Project Company occurs pursuant to the terms of the Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.  Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Company” has the meaning set forth in the preamble and, after the merger of the Company into the Project Company following the Closing Date, shall refer to the Project Company.

“Company Minimum Gain” means partnership minimum gain (as that term is defined in Treasury Regulations Section 1.704-2(b)(2)) with respect to the Company.

“Compensation Expense” has the meaning set forth in Section 9.10(s).

“Covered Person” means any past or present Member, any successors or heirs of a past or present Member, any past or present Affiliate of a past or present Member, or any past or present officers, member of the Board of Managers, employees, consultants, representatives or agents of the Company, a past or present Member or their respective Affiliates, or any past or present employee, consultant, representative or agent of the Company or any of its Affiliates, or any past or present officer or advisor of the Company.

“Delaware Act” means the Delaware Limited Liability Company Act, as amended.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year bears to such beginning adjusted tax basis; and, provided further, that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

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“Development Costs” means all expenditures which are required to (i) pay all legal fees and costs, travel and related expenses in connection with the negotiation or renegotiation of agreements applicable to the Project or Project Company, (ii) complete any capital repairs or improvements required to be funded from Development Sources, including any cost overruns pertaining thereto, and (iii) pay any operating losses until completion of any capital repairs or improvements, including those costs set forth on Schedule B attached hereto.

“Development Sources” means the aggregate of the net, funded proceeds of the Clean Energy Loan.

“Disposition” has the meaning set forth in Section 13.2 a.

“Dragging Member” has the meaning set forth in Section 13.8.

“Drag-Along Right” has the meaning set forth in Section 13.8.

“Drag-Along Member” or “Drag-Along Members” has the meaning set forth in Section 13.8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fiscal Year” means any calendar year of the Company commencing on January 1 and ending on December 31, or any portion of such period for which the Company is required to allocate items of Company income, gain, loss or deduction.

“GAAP” means United States generally accepted accounting principles consistently applied in accordance with past practices.

“Governmental Authority” (whether such term is capitalized or not) means any United States (federal, state or local) or foreign government, or governmental, regulatory or administrative authority, agency or commission.

“Gross Asset Value” means, with respect to any asset, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a)                                  the initial Gross Asset Value of any property other than money contributed by a Member to the Company shall be the gross fair market value of such property, as agreed to by the contributing Member and the Board;

(b)                                 the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board, as of the following times: (i) the contribution of more than a de minimis amount of assets to the Company by a new or an existing Member as consideration for a Member Interest in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for the Member Interest of such Member; and (iii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); provided, however, that

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adjustments pursuant to clauses (i) and (ii) of this sentence shall be made only if the Board determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c)                                  the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as determined by the Board; and

(d)                                 if the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraph (a) or paragraph (b) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation (and not the depreciation, amortization, or other cost recovery deductions allowable for federal income tax purposes) taken into account with respect to such asset for purposes of computing Profits and Losses.

“Initial Capital Contribution” has the meaning set forth in Section 5.1.

“Initiating Member” has the meaning set forth in the Section 13.9.

“Involuntary Transfer” has the meaning set forth in Section 13.2 d. i.

“Involuntary Transfer Interest” has the meaning set forth in Section 13.2 d. ii.

“Involuntary Transferee” has the meaning set forth in Section 13.2 d. i.

“Involuntary Transferor” has the meaning set forth in Section 13.2 d. ii.

“Liquidation” has the meaning set forth in Section 15.3.

“Management Company” means the Person serving as such from time to time in accordance with Article IX and that will provide management services to the Company pursuant to the terms of this Agreement.

“Management Compensation” has the meaning set forth in Section 9.7(c).

“Manager” means a member, individually, of the Board of Managers and Managers means the members, collectively, of the Board of Managers.

“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but such term does not include any Person who has ceased to be a member in the Company.

“Member Interest” means the interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by that Member (under the Delaware Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member, and all obligations, duties, and liabilities imposed on that Member (under the Delaware Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member; provided, however, that such term shall not include any management rights held by a Member solely in its capacity as a Manager.

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“Operating Cash Flow” means for each fiscal year the sum of all Operating Income minus all Operating Expenses, in each case determined separately for each Fiscal Year or portion thereof.

“Operating Income” means all cash received from operation of the Project in the ordinary course of business, including withdrawals from Company reserves for Operating Expenses to the extent otherwise permitted hereunder, and all other sources; provided, however, that Operating Income shall exclude (i) the proceeds of capital contributions, (ii) Development Sources, (iii) the proceeds of any other loans to the Company, (iv) interest earned on Company reserves for Operating Expenses (unless withdrawn as aforesaid), and (v) proceeds of any Capital Transaction.

“Operating Expenses” mean all expenses of operation of the Project as incurred by the Company, including without limitation, cumulative required debt service on the Clean Energy Loan or any other indebtedness of the Project Company, costs of utilities, maintenance, repairs and necessary replacements, real estate taxes, insurance premiums, professional fees, miscellaneous expenses, deposits to cash reserves, and any capital expenditures, repairs, or replacements, but excluding (i) Development Costs described on Schedule B and (ii) depreciation, amortization deductions and other non-cash items.

“Option” means the option granted to Cambrian McCommas Bluff by Clean Energy in Section 13.1 a. hereof to acquire Member Interests.

“Permitted Transferee” has the meaning set forth in Section 13.2 b. i.

“Permitted Transfers” has the meaning set forth in Section 13.2 b.

“Person” (whether or not capitalized) means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“PlainsCapital Bank” means PlainsCapital Bank, a Texas state chartered bank, or its successor with respect to the Clean Energy Borrowing (but not in the capacity of holder of a Member Interest pursuant to a foreclosure under a pledge in connection with the Clean Energy Borrowing).

“PlainsCapital Bank Credit Agreement” means the Credit Agreement of even date herewith among PlainsCapital Bank, Clean Energy and Clean Energy Fuels Corp., a Delaware corporation, pertaining to a $30 million credit facility, as the same may be modified from time to time.

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“Profits” and “Losses” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Section 703(a) of the Code (but including in taxable income or loss, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code), with the following adjustments:

(a)                                  any income of the Company exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

(b)                                 any expenditures of the Company described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss;

(c)                                  in the event the Gross Asset Value of any Company asset is adjusted in accordance with paragraph (b) or paragraph (c) of the definition of “Gross Asset Value” above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d)                                 gain or loss resulting from any disposition of any asset of the Company with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)                                  in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year; and

(f)                                    notwithstanding any other provision of this definition, any items that are specially allocated pursuant to this Agreement shall not be taken into account in computing Profits and Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Article VI shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

“Prohibited Transfer” has the meaning given by Section 13.3.

“Project” means those assets owned by the Project Company primarily consisting of landfill gas collection and processing equipment and related real and personal property and other associated rights, indirectly acquired or to be acquired by the Company pursuant to the Purchase Agreement and located at or in association with the McCommas Bluff Landfill in Dallas, Texas, together with any improvements, expansions, or replacements thereto, or gas processing or other energy production facilities later acquired, and any other interest or asset of the Project Company.

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“Project Company” means Dallas Clean Energy LLC, a Delaware limited liability company, its successors and assigns, into which the Members intend that the Company shall be merged immediately following the Closing Date.  References herein to “Project Company” shall refer to the Company upon and after consummation of the merger of the Company into the Project Company immediately after the Closing Date.

“Purchase Agreement” means the Membership Interests Purchase and Sale Agreement dated August 15, 2008 by and among the Company, Cambrian McCommas Bluff, Clean Energy, Camco DCE Limited, Camco DCE, Inc. and Camco International, Ltd.

“Remaining Members” has the meaning set forth in Section 13.2 c. ii.

“Securities Act” means the Securities Act of 1933, as amended.

“Stated Value” has the meaning set forth in Section 13.9.

“Target Members” has the meaning set forth in Section 13.9.

“Tax” or “Taxes” (and with correlative meaning, “Taxable” and “Taxing”) means any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, withholding, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, net worth, intangibles, social security, unemployment, disability, payroll, license, employee, or other tax or similar levy, of any kind whatsoever, including any interest, penalties, or additions to tax in respect of the foregoing.

“Tax Distribution Amount” means, with respect to a Member Interest for a Fiscal Year, the amount necessary to be distributed with respect to such Member Interest such that the holder of such Member Interest and the predecessors of such holder shall have received distributions pursuant to Section 7.1 clauses first through fourth during such Fiscal Year and all prior Fiscal Years of the Company at least equal to 40% of the cumulative amount of Profits and individual items of income or gain (other than tax-exempt income) of the Company in excess of the cumulative amount of Losses and individual items of loss, deduction or expenses (other than any expenditures of the Company described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) allocated to the holder of such Member Interest or the predecessors of such holder, in each case for such Fiscal Year and all prior Fiscal Years of the Company; provided, however, when a Tax Distribution Amount is required to be distributed with respect to a Member Interest, distributions will be made to both Members so that the Tax Distribution Amount with respect to the Member Interest and the distribution with respect to the other Member Interest are in the same proportions as the percentages set forth in Section 7.1(a) clause third or clause fourth, whichever then applies.

“Tax Matters Member” has the meaning set forth in Section 12.1(a).

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“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition, whether directly or indirectly and whether through one or a series of transactions (including by way of a change of control or any Member), and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or hypothecation or otherwise dispose of, whether directly or indirectly and whether through one or a series of transactions.

“Transfer Interest” has the meaning set forth in Section 13.2 c. i.

“Transfer Notice” has the meaning set forth in Section 13.2 c. i.

“Transferring Member” has the meaning set forth in Section 13.2 c. i.

“Treasury Regulations” means the permanent and temporary income tax regulations promulgated under the Code, as may be amended from time to time (including corresponding provisions of successor Treasury Regulations).

ARTICLE II
ORGANIZATION

2.1                               Formation.  The Company is a limited liability company organized under the provisions of the Delaware Act.  The Certificate was filed with the Secretary of State of the State of Delaware on August 5, 2008.  The parties to this Agreement are all of the initial Members of the Company.  A Member’s Member Interest in the Company shall be personal property for all purposes.  All real and other property owned by the Company shall be deemed owned by the Company as an entity and no Member, individually, shall have any ownership of such property by reason of its Member Interest.

2.2                               Name.  The name of the Company is, and the business of the Company shall be conducted under the name of, “CE Dallas Renewables LLC.”  The name of the Company may be changed from time to time by amendment of the Certificate in accordance with this Agreement.  The Company may transact business under an assumed name by filing an assumed name certificate in the manner prescribed by applicable law.

2.3                               Term.  The term of the Company shall commence with the filing of a Certificate of Formation of a Limited Liability Company with the Secretary of State of the State of Delaware and shall continue thereafter until (i) statutorily dissolved or otherwise dissolved as provided in this Agreement and (ii) Liquidation is complete.

2.4                               Offices.  The registered office of the Company in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate in the manner provided by law.  The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate in the manner provided by law.  The principal office of the Company shall be at 7 Empty Saddle Road, Rolling Hills Estates, California 90274-4124, or at such other place as the Board may designate, which need not be in the State of Delaware.  The Company may have such other offices as the Board may designate.

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ARTICLE III

PURPOSES AND POWERS

3.1                               Purposes of the Company.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, which shall include but not be limited to the acquisition of the Project Company and indirectly the Project and the productive utilization of methane gas produced from the Project specifically and biomass generally; provided, however, so long as the Clean Energy Borrowing is outstanding, the sole object and purpose of, and the sole nature of the business to be conducted and promoted by the Company is the acquisition of the Project Company and, following merger of the Company into the Project Company, the productive utilization of methane gas produced from the Project specifically and biomass generally, and any and all activities necessary or incidental thereto.

3.2                               Powers of the Company.  The Company purpose set forth in Section 3.1 may be accomplished by taking any action that is permitted under the Delaware Act.

ARTICLE IV

MEMBERSHIP

4.1                               Members.  The name and address of each Member, and such Member’s Capital Contribution as of the date of this Agreement, are as set forth on Schedule A hereto.  In the event of any change with respect to the information stated on Schedule A hereto pursuant to or in accordance with the provisions hereof, the Board shall promptly cause (a) Schedule A to be amended to reflect such change and (b) a copy of the revised Schedule A to be provided to each of the Members.

4.2                               Additional Members.  Additional Persons may be admitted to the Company as Members only in accordance with the terms of this Agreement, including Article XIV, and if such admission involves a Transfer of a Member Interest, Article XIII.  Any such admission shall be effective only after the new Member has executed and delivered to the Board a document including the new Member’s notice address and an agreement to be bound by this Agreement.

4.3                               Member Interests.  The Member Interests of the Company shall be issued in accordance with the terms of this Agreement.  So long as the Clean Energy Borrowing is outstanding, Member Interests shall not be certificated without the written consent of PlainsCapital Bank.

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4.4                               Withdrawal.  No Member shall have the right to voluntarily withdraw from the Company as a Member except in accordance with Section 14.3.

4.5                               Lack of Authority.  No Member shall have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company, except for a Member that is acting in the capacity of Manager in accordance with Article IX, or in the capacity of an officer pursuant to authorization by the Board in accordance with Section 9.7(b).

4.6                               Voting Rights.  Except as otherwise provided in this Agreement (including Section 9.10) or as required by law, the Members shall have full voting rights and powers to vote on all matters submitted to the Company for vote, consent or approval, and each Member shall be entitled to one vote for each percentage interest in Profits to which such Member is entitled in accordance with this Agreement.

4.7                               Membership Book and Members of Record.  The Board shall cause to be maintained, among other records, a membership book containing records evidencing the Member Interests, the names and addresses of the holders of all issued Member Interests of the Company, the number of Member Interests held by each such holder, the date of issuance of such Member Interests, and whether or not such Member Interests originate from original issue or transfer.  Names and addresses of Members as they appear on such book shall be the official list of Members of record of the Company for all purposes except as otherwise provided herein.  The Company shall keep this record of Members at its registered office or principal place of business, or at the office of its transfer agent or registrar.  The Company shall be entitled to treat the holder of record of any Member Interest as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such Member Interest or any rights deriving from such Member Interest on the part of any other person, including a purchaser, assignee, or transferee, unless and until such other person becomes the holder of record of such Member Interest, regardless of whether the Company has either actual or constructive notice of the Member Interest of such other person.

4.8                               Change of Name or Address.  Each Member shall promptly notify the Board, by written notice sent by certified mail, return receipt requested, of any change in name or address of the Member from that as it appears upon the official list of Members of record of the Company.  The Board shall cause to be entered such changes into all affected Company records, including the official list of Members of record.

ARTICLE V
CAPITAL CONTRIBUTIONS

5.1                               Initial Capital Contributions.  On or prior to the Closing Date, each of the Members shall have made a Capital Contribution (an “Initial Capital Contribution”) to the Company in exchange for its respective Member Interests as set forth on Schedule A (and in this connection all amounts deposited by or on behalf of Clean Energy in connection with the Purchase Agreement shall be treated as part of the Clean Energy Initial Capital Contribution).  It

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is the intent of the Members that the contributions of property by each Member, cash by Clean Energy and cash and contractual rights by Cambrian McCommas Bluff, shall be a non-taxable event pursuant to Section 721 of the Code and that the interest issued to Cambrian McCommas Bluff be a profits interest within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43.  The Company and each of the Members (i) consents to the making and filing of a safe harbor election under Section 83(b) of the Code, (ii) agrees that the Member Interest issued to Cambrian McCommas Bluff is immediately vested, and (iii) agrees that neither the Company nor any Member shall take a deduction with respect to the issuance of the Member Interest to Cambrian McCommas Bluff.

5.2                               Interest.  No interest shall be paid by the Company on any Capital Contribution.

5.3                               Return of Capital.  No Member shall be entitled to have any Capital Contribution returned to it or to receive any distributions from the Company upon withdrawal or otherwise, except in accordance with the express provisions of this Agreement.  No unrepaid Capital Contribution shall be deemed or considered to be a liability of the Company or any Member.  No Member shall be required to contribute any cash or property to the Company to enable the Company to return any Member’s Capital Contribution.

5.4                               Capital Accounts.

(a)                               An individual Capital Account shall be established and maintained for each Member.  The Members acknowledge and agree that the opening Capital Account of Clean Energy shall be $18,400,000 and that the opening Capital Account of Cambrian McCommas Bluff shall be $1,000 (the amount of cash to be contributed by Cambrian McCommas Bluff).  There shall be no addition to the Capital Account of Cambrian McCommas Bluff with respect to the release to be delivered to Camco or other contractual rights contributed to the Company or Project Company by Cambrian McCommas Bluff.

(b)                              The Capital Account for each Member shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and the following provisions:

(i)                                  to such Member’s Capital Account there shall be credited such Member’s Capital Contributions, such Member’s distributive share of Profits and items of income or gain specially allocated hereunder and the amount of any Company liabilities that are assumed by such Member or that are secured by any Company assets distributed to such Member;

(ii)                               to such Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any other property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and items of loss, expense and deduction specially allocated hereunder and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company; and

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(iii)                            in determining the amount of any liability for purposes of this subsection (b), there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.

(c)           In the event that all or a portion of any Member Interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent such Capital Account relates to the portion of the Member Interest so transferred.

(d)           Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account of any Member, the Capital Account of the Member shall be determined after giving effect to all transactions concluded during the then current taxable period and prior to the time as of which such determination is made, and to all allocations of Profits, Losses, and items of income, gain, loss, and deduction and to all distributions theretofore made for such taxable period under Articles VI, VII and XV.

(e)           A Member shall not be entitled to withdraw any part of its Capital Account or to receive any distributions from the Company except as specifically provided for in this Agreement, and, unless the Board shall approve, no Member shall be entitled to make any additional Capital Contributions to the Company other than as provided for herein.

(f)            Loans by any Member to the Company shall not be considered to be Capital Contributions and shall not increase the Capital Account of such Member, and repayment of such loans shall not be deemed a distribution by the Company in respect of the Member Interest of such Member.

5.5                               Letters of Credit.  The Members acknowledge that the Project Company may be required to provide one or more letters of credit in connection with entering into long-term agreements for any one or more of the transportation or sale of processed gas.  At the election of Clean Energy in its sole discretion, Clean Energy or one of its Affiliates may provide such letters of credit and, in that case, (i) the principal amounts of such letters of credit shall be treated as an interest-bearing advance under the Clean Energy Loan (and the Members acknowledge that the Project Company shall pay interest under the Clean Energy Loan at the rate and times provided for in the Clean Energy Loan documents on the outstanding amounts of the letters of credit), (ii) in addition to such payment of interest, the Company shall pay and reimburse the lenders under the Clean Energy Loan for all commitment fees and other costs and expenses incurred by the lenders under the Clean Energy Loan in connection with such letters of credit, and (iii) such other terms and conditions shall apply as the Board and the lenders under the Clean Energy Loan may determine in their discretion.  It is the intent of the Members to cause substitute letters of credit to be issued to replace any letters of credit provided by Clean Energy or any of its Affiliates and to repay all amounts owed with respect to such letters of credit with proceeds from and in connection with the securing of long-term limited recourse project financing for the Company.

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5.6                               Clean Energy Loan.  The Clean Energy Loan shall be evidenced by one or more promissory notes that will bear interest at an annualized rate of twelve percent (12%), payable in cash quarterly, and contain customary terms and conditions for secured high-yield debt investments.  The Clean Energy Loan shall mature and become due and payable as follows: 20% of the then aggregate initial principal (the “Outstanding Amount”) and all accrued and unpaid interest on the Clean Energy Loan shall be due and payable on the one-year anniversary of the Interim Debt, 20% of the then Outstanding Amount and all accrued and unpaid interest on the Clean Energy Loan shall be due and payable on the two-year anniversary, 20% of the then Outstanding Amount and all accrued and unpaid interest on the Clean Energy Loan shall be due and payable on the three year anniversary, 20% of the then Outstanding Amount and all accrued and unpaid interest on the Clean Energy Loan shall be due and payable on the four-year anniversary, and the remainder of the Clean Energy Loan shall be due and payable on its five-year anniversary.  It is the Members’ intention that the Clean Energy Loan will be fully repaid, with interest but without prepayment penalty, upon the successful closing of a project finance loan for the Project Company.  The Clean Energy Loan shall be secured by all assets of the Project Company and the Company.  The terms and conditions of the Clean Energy Loan shall be governed solely by the provisions of the Clean Energy Loan Documents and, in the event of any inconsistency between this Agreement and the Clean Energy Loan Documents, the provisions of the Clean Energy Loan Documents shall control.  Subject only to and in accordance with the provisions of the Clean Energy Loan Documents, the lenders under the Clean Energy Loan shall have all rights and remedies available to a creditor that holds no Member Interest and is not an Affiliate of or otherwise related to a Member and shall be entitled to exercise all such rights and remedies within their sole discretion without limitation, obligation or restriction as a result of the status of Clean Energy as a Member or the status as a Manager of any person appointed as a Manager by Clean Energy.  Neither Clean Energy nor any of its Affiliates shall have any fiduciary or other duty with respect to the rights and remedies of the lenders under the Clean Energy Loan or the exercise of any such right or remedy, nor shall Clean Energy, as a Member or otherwise, or any Manager appointed by Clean Energy as a Manager or otherwise, have any duty to exercise or refrain from exercising any authority or power as a Member, Manager or otherwise on behalf of or in the interests of the Company or its Members as such in connection with or as a result of any right or remedy of the lenders under the Clean Energy Loan or the exercise of any such right or remedy (and Clean Energy in its capacities as a Member and otherwise and each Manager appointed by Clean Energy in his or her capacities as a Manager and otherwise shall be entitled to exercise or refrain from exercising any authority or power as a Member, Manager or otherwise as determined in their sole discretion with respect to any matter involving or relating to the Clean Energy Loan even if doing so is or may be in the interests of the lenders under the Clean Energy Loan and/or adverse to the interests of the Company or its Members).

5.7                               Additional Financing.  The Members acknowledge that the opportunity may exist to acquire additional equipment to repair and expand the gas processing capacity and landfill gas collection capacity of the Project.  Clean Energy may, in its sole discretion (but shall not be required or have any obligation whatsoever to), make additional capital available to the Company to finance such acquisitions of additional equipment, the installation thereof and associated costs.  Such financing may occur through separate loans that shall not be part of the Clean Energy Loan, but may or may not have terms similar to the Clean Energy Loan.  If Clean

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Energy declines to make such capital available to the Company, the Company shall, subject to such approvals of the Managers and Members as may be required under this Agreement or otherwise, seek alternative methods of financing such acquisitions of additional equipment and expansions on such terms as may be agreed to by the Board, including long-term limited recourse project financing secured by the assets and contractual rights of the Project Company.  The Members acknowledge that there shall be no requirement for Clean Energy nominees of the Board to recuse themselves from consideration of any such financing decisions to the extent they involve Clean Energy.

ARTICLE VI
ALLOCATIONS

6.1                               Allocations of Profits and Losses.  Subject to the other provision of this Article VI, Profits and Losses (and, to the extent necessary, special allocations of individual items of income (including gross income), gain, loss or deduction of the Company) for any fiscal year or any other period shall be allocated among the Members so that the Capital Account of each Member, after making such allocation, is, as nearly as possible, equal (or in proportion thereto, if the total amount to be allocated is insufficient) to the distributions that would be made to such Member if the Company were dissolved, its affairs wound up, and its assets other than money sold for cash equal to their respective Gross Asset Values, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed to the Members in accordance with Section 7.2 immediately after making such allocation.  For purposes of determining Capital Accounts and making allocations under this Section 6.1, (i) Capital Accounts shall first be reduced by any distributions made for the fiscal year or period, (b) each Member’s Capital Account balance shall be deemed to be increased by such Member’s share of “partnership minimum gain” (as that term is defined in Treasury Regulation Section 1.704-2(d)(1)-(4)) and “partner nonrecourse debt minimum gain” (as that term is defined in Treasury Regulation Section 1.704-2(i)), and (c) Capital Accounts shall first be adjusted for any special allocations pursuant to this Agreement for the fiscal year or period.  If, following a Capital Transaction involving a sale or exchange of all or substantially all the assets of the Company and distributions required pursuant to Articles VII and XV would result in a Member having a negative Capital Account notwithstanding the foregoing and other provisions of this Article VI, then the amount so distributed to such Member shall (up to the amount that such Member’s Capital Account would become negative under such circumstances) be treated as a guaranteed payment under Section 707(c) or Section 736(a)(2) of the Code and any deduction available to the Company with respect to such guaranteed payment shall be allocated solely to the other Member.

6.2                               Allocations Relating to Certain Claims.  Notwithstanding the foregoing, all items of income, gain, deduction, loss and expense with respect to (i) any amount deposited or placed into escrow at closing in connection with the Purchase Agreement or any amount distributed to the Company or any Member out of such escrow or (ii) any claim of Buyer under Article VII or Article VIII of the Purchase Agreement shall be allocated to the Members in proportion to the amounts of their respective Initial Capital Contributions as set forth on Schedule A attached hereto.

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6.3                               Special Allocation Rules.

(a)                                  In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members for each Fiscal Year during which Members are so admitted shall be allocated among the Members in proportion to their pro rata right to Profits (or Losses) that each holds from time to time during such Fiscal Year in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board.

(b)                                 For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder.

(c)                                  Except as otherwise provided in this Agreement, all types of Company income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits and Losses for the Fiscal Year in question.

(d)                                 The Members are aware of the income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their shares of Company income and loss for income tax purposes.

(e)                                  If at any time some or all of the assets of the Company are distributed in kind, Company Profits (or Losses) will be increased by the Profits (or Losses) that would have been realized had such assets been sold for their fair market value on the date of distribution, as determined by the Board of Managers in its sole discretion.  Any such increase in Company Profits (or Losses) will be allocated to the Members in accordance with Article VI of this Agreement (including, as applicable, Section 6.6) and will increase (or decrease) their Capital Account balances accordingly prior to calculating any distributions under Articles VII and XV of this Agreement.

6.4                               Nonrecourse Deductions and Chargebacks.  Notwithstanding any other provision of this Agreement to the contrary, all nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) shall be allocated to the Members pro rata in proportion to the percentages set forth in Section 7.1(a) clause third or clause fourth, whichever then applies.  Notwithstanding any other provision of this Agreement to the contrary, in the event that there is a net decrease in Company Minimum Gain during a Fiscal Year, the Members shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f).  The preceding sentence is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and shall be interpreted and applied in a manner consistent therewith.

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6.5                               Member Nonrecourse Deductions and Chargebacks.  Notwithstanding any other provision of this Agreement to the contrary, any partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(1)) shall be allocated to the Member who (in its capacity, directly or indirectly, as lender, guarantor, or otherwise) bears the economic risk of loss with respect to the loan to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).  Notwithstanding any other provision of this Agreement, if during a Fiscal Year there is a net decrease in partner nonrecourse debt minimum gain, as that term is defined in Treasury Regulations Section 1.704-2(i)(2), that decrease shall be charged back among the Members in accordance with Treasury Regulations Section 1.704-2(i)(4).  The preceding sentence is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted and applied in a manner consistent therewith.

6.6                               Section 704(c) and Capital Account Revaluation Allocations.  The Members agree that, to the fullest extent possible with respect to the allocation of depreciation and gain for federal income tax purposes, Section 704(c) of the Code and Treasury Regulations Section 1.704-3(b) shall apply with respect to non-cash property contributed to the Company by any Member.  For purposes hereof, any allocation of income, loss, gain or any item thereof to a Member pursuant to Section 704(c) of the Code shall affect only the Member’s tax basis in the Member’s Company interest and shall not affect the Member’s Capital Account.  In addition to the foregoing, if Company assets are reflected in the Capital Accounts of the Members at a book value that differs from the adjusted tax basis of the assets (e.g., because of a revaluation of the Members’ Capital Accounts under Treasury Regulations § 1.704-1(b)(2)(iv)(f)), allocations of depreciation, amortization, income, gain or loss with respect to such property shall be made among the Members in a manner consistent with the principles of Section 704(c) of the Code, Treasury Regulations Section 1.704-3(b), and this subsection.

ARTICLE VII
DISTRIBUTIONS

7.1                               Distributions Not from a Capital Transaction.  Subject to the limitations set forth in Section 7.3 and except as otherwise provided in Section 7.5 or Article XV hereof, Operating Cash Flow, if any, shall be paid at least quarterly to the extent of, and in the following order of priority:

first, to the Members until each Member has received such Member’s Tax Distribution Amount;

second, to make any reserve deposits required by a lender or as determined by the Board; and thereafter either

third, 70% to Clean Energy and 30% to Cambrian McCommas Bluff prior to the exercise of the Option by Cambrian McCommas Bluff; or

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fourth, after the exercise of the Option by Cambrian McCommas Bluff, a percentage equal to (i) 70% less the percentage Member Interests purchased by Cambrian McCommas Bluff immediately prior to any distribution pursuant to its exercise of the Option to Clean Energy, and (ii) 30% plus the percentage Member Interests purchased by Cambrian McCommas Bluff immediately prior to any distribution pursuant to its exercise of the Option to Cambrian McCommas Bluff.

7.2                               Distributions from a Capital Transaction.  Subject to the limitations set forth in Section 7.3 and except as set forth in Section 7.5 or Article XV hereof, the proceeds resulting from the liquidation of the Company or the net proceeds resulting from any Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority:

first, to the payment of all debts and liabilities of the Company (including amounts due pursuant to the Clean Energy Loan and all expenses of the Company incident to any sale or refinancing), but excluding other debts and liabilities of the Company to Members or any Affiliates;

second, to the setting up of any reserves which the Board deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Company;

third, to the repayment of any other unrepaid debts and liabilities (including unpaid fees) owed to the Members or any Affiliates by the Company;

fourth, if the Capital Return Date has not yet occurred, solely to Clean Energy until the Adjusted Capital Return is zero; and thereafter either

fifth, 70% to Clean Energy and 30% to Cambrian McCommas Bluff prior to the exercise of the Option by Cambrian McCommas Bluff; or

sixth, after the exercise of the Option by Cambrian McCommas Bluff, a percentage equal to (i) 70% less the percentage Member Interests purchased by Cambrian McCommas Bluff immediately prior to any distribution pursuant to its exercise of the Option to Clean Energy, and (ii) 30% plus the percentage Member Interests purchased by Cambrian McCommas Bluff immediately prior to any distribution pursuant to its exercise of the Option to Cambrian McCommas Bluff.

7.3                               Limitations on Distributions.  Notwithstanding any provision to the contrary contained in this Agreement, (a) the Company shall not make a distribution to any Member in respect of such Member’s Member Interest if such distribution would violate the Delaware Act or other applicable law, (b) the Company shall not make any distribution to the extent prohibited by any financing agreement with any lender to the Company, and (c) no distribution shall be made to Cambrian McCommas Bluff at any time that the Clean Energy Loan is in default, including but not limited to any failure by the Project Company to make quarterly interest payments under the Clean Energy Loan when due.

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7.4                               Withholding.  Notwithstanding anything to the contrary in this Agreement, to the extent that the Company is required pursuant to applicable federal, state, local or foreign law, either (i) to pay tax (including estimated tax) on a Member’s allocable share of Company net Profits or items of income or gain, whether or not distributed, or (ii) to withhold and pay over to any tax authority any portion of a distribution otherwise distributable to a Member, the Board of Managers, on behalf of the Company, may pay over such tax or such withheld amount to the relevant tax authority, and such amount shall be treated for all purposes hereof as a distribution to such Member at the time it is paid to the tax authority and shall reduce the amount of the next distribution(s) to which the Member would otherwise be entitled.

7.5                               Distributions of Escrow Amounts or With Respect to Certain Claims.  Notwithstanding the foregoing, all amounts received by the Company with respect to any claims of Buyer under Article VII or Article VIII of the Purchase Agreement, and any distribution, payment or return to the Company or a Member out of or with respect to amounts deposited or placed in escrow at closing in connection with the Purchase Agreement, shall be distributed to the Members in proportion to the amounts of their respective Initial Capital Contributions as set forth on Schedule A attached hereto and shall be treated as distributions to Members of proceeds from a Capital Transaction for purposes of this Agreement.

ARTICLE VIII
BOOKS AND RECORDS

8.1                               Accounting Matters.

(a)                                  The books and records of account of the Company shall, at the expense of the Company, (i) be kept, or caused to be kept, by the Company at the principal place of business of the Company, (ii) be kept in accordance with GAAP and on a basis consistent with the method of accounting used for federal income tax purposes, (iii) reflect all Company transactions, and (iv) be appropriate and adequate for conducting Company business.  Each Member shall have the right, upon reasonable notice, to inspect and copy, during normal business hours, any of the records of the Company.

(b)                                 The Management Company shall prepare (or cause to be prepared) annual audited financial statements for the Company (including an income statement, balance sheet and cash flow statement) and reviewed quarterly financial statements for the Company (including income statements, balance sheets and cash flow statements) as soon as possible after the end of each fiscal year and each fiscal quarter of the Company, as the case may be, and in each case by such date as is necessary, in the sole and absolute discretion of Clean Energy, for Clean Energy and its Affiliates to comply timely with their reporting obligations under the Securities Exchange Act of 1934, as amended.  Unless otherwise agreed to by Clean Energy, in its sole and absolute discretion, the annual audited financial statements and reviewed quarterly financial statements of the Company shall be audited and reviewed by the same independent registered public accounting firm that audits of the annual financial statements of the parent company of Clean Energy.  All annual and quarterly financial statements of the Company shall be delivered to all of

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the Members.  In addition, if Clean Energy determines in its sole and absolute discretion that it is necessary for audited financial statements for the Project Company as of the Closing Date or any prior date to be prepared in order for Clean Energy and its Affiliates to comply timely with their reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then the Management Company shall engage the same independent registered public accounting firm that audits of the annual financial statements of the parent company of Clean Energy to prepare and audit such financial statements of the Company.

(c)                                  The Company shall elect to be taxed as a partnership for United States Federal tax purposes.  Within ninety (90) days after the end of each calendar year, the Management Company shall prepare or cause to be prepared, file and furnish each Member with a copy of the Company’s federal and state income tax return along with Schedule K-1 as well as such other information as may be necessary for each Member to prepare their individual federal and state income tax returns.

8.2                               Budgets and Financial Reports.  Not later than sixty (60) days prior to the commencement of each calendar year, the Management Company shall prepare (or cause to be prepared) and furnish to each Member an annual consolidated budget for the Company as well as a budget for the Project Company.  The Budget shall, at a minimum, include a line item breakdown of expected energy production, gas volumes, revenues, operating costs and capital expenditures with appropriate supporting detail.  The Management Company shall prepare and provide each Member with a monthly budget-to-actual report on the operations and cash flows of the Company and the Project Company and with such monthly (including a balance sheet, income statement, statement of equity, and statement of cash flows, all prepared in accordance with GAAP) and other financial and non-financial reports as Clean Energy may require in its discretion, including any financial reports or information that Clean Energy requires for compliance with its reporting obligations under the Exchange Act and/or an audit of the Company and the Project Company as of December 31st of each year to be completed by KPMG LLP and submitted to the Members by March 1st of the following year.  The Company and the Project Company shall also implement any controls or procedures requested by Clean Energy that are necessary for Clean Energy (with such determination of necessity to be made by Clean Energy in its sole and absolute discretion) to comply with its obligations under Section 404 of the Sarbanes-Oxley Act and related rules and regulations promulgated under the Exchange Act to establish and maintain a system of internal control over financial reporting.

8.3                               Accounts.  The Management Company shall establish one or more separate bank and investment accounts and arrangements for the Company, which shall be maintained in the Company’s name with financial institutions and firms that the Management Company may determine.  The Company may not commingle the Company’s funds with the funds of any Member.

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ARTICLE IX
MANAGEMENT AND OPERATION

9.1          Management of the Company.  The business and affairs of the Company shall be managed by and under the direction and control of and, when required hereunder, subject to the approval of, the Board of Managers (the “Board of Managers” or the “Board”).  The Board of Managers shall appoint a Management Company to serve at the pleasure of the Board of Managers; provided, however, Cambrian Energy Management is hereby designated as the initial Management Company to serve in that capacity during the first twelve (12) months and month-to-month thereafter, subject to termination of such service upon resignation in accordance with Section 9.3 or removal in accordance with Section 9.4 and on the terms set forth in Section 9.7(c).  The Management Company and any other Manager or any other Person acting at the express direction of the Board of Managers shall have the power to bind the Company.  Unless otherwise provided for herein, any action taken by the Board of Managers shall require the affirmative vote of a majority of the members of the Board of Managers.

9.2          Number of Board of Managers, Tenure; Qualifications and Appointment.  The Company shall have three (3) Managers.  Each Manager shall hold office until such Manager resigns pursuant to Section 9.3, is removed pursuant to Section 9.4 or upon such Manager’s death or disability.  Clean Energy shall have the right to appoint two Managers.  Until an event of default under the Clean Energy Loan to the Company, and after any event of default has been cured and there is no other default, Cambrian McCommas Bluff shall have the right to appoint one Manager.  After an event of default under the Clean Energy Loan and until such time, if any, as any default under the Clean Energy Loan has been cured and there is no other default, Clean Energy shall have the right to appoint all three Managers and shall have the right to designate another Person to serve as the Management Company.  Managers need not be residents of the State of Delaware or Members of the Company.  The initial Managers appointed by Clean Energy are Mitchell W. Pratt and Harrison S. Clay, and the initial Manager appointed by Cambrian McCommas Bluff is Evan G. Williams.

9.3          Resignation.  Any Manager of the Company, and the Management Company, may resign at any time by giving written notice to the Members of the Company.  The resignation of any Manager or the Management Company shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The resignation of a Manager or Person serving as the Management Company who is also a Member shall not affect such Manager’s or Person’s rights as a Member.

9.4          Removal.  A Manager may be removed with or without cause at any time by the Person(s) who have the power to appoint such Manager as described in Section 9.2 above.  The removal of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of such Member.  The Management Company may be removed with or without cause at any time by the Board of Managers, effective upon the expiration of 30 days after written notice (except that removal for “Cause,” as hereinafter defined, may be effective immediately or at another date less than 30 days after notice of such removal); provided, however, in the case of any removal of Cambrian Energy Management

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during the first twelve (12) months following the date of closing under the Purchase Agreement (other than removal for “Cause” as hereinafter defined), Cambrian Energy Management shall continue to be entitled to the Management Compensation in accordance with Section 9.7(c) until the end of such twelve (12) month period (or, if later, 30 days after written notice of such removal).  For this purpose, “Cause” shall mean (i) the death or disability of Evan Williams or cessation of his service for any reason as the person, together with the persons identified in Section 13.6(d), controlling Cambrian Energy Management and its service as the Management Company hereunder; (ii) the occurrence of a default under the Clean Energy Loan (and, if such default is permitted to be cured under the Clean Energy Loan Documents, expiration of the applicable cure period without cure of such default); (iii) a failure of Cambrian Energy Management to follow a direction given by the Board of Managers, (iv) a material breach of a material covenant of Cambrian McCommas Bluff or Cambrian Energy Management under this Agreement that remains uncured after written notice thereof for a period of thirty (30) days; or (v) occurrence of any of the following with respect to Evan Williams or any controlling person, manager or executive officer of Cambrian McCommas Bluff or Cambrian Energy Management:  (A) such Person shall have engaged in self-dealing detrimental to the Company or the Project or committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company or the Project; (B) such Person shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; (C) such Person shall have been chronically absent from performance of duties relating to the Company or the Project and shall have failed, within ten (10) days after explicit written notice from the Board to Cambrian Energy Management to devote the requisite time and efforts to the performance of such duties or to have been replaced by Cambrian Energy Management with another person who is devoting the requisite time and efforts, or (D) such Person shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs or shall have possessed illegal, unpermitted or unregistered weapons.

9.5          Vacancies.  Any vacancy occurring for any reason in the number of Managers of the Company shall be filled by the appointment of new Managers by the Person(s) entitled to appoint Managers for such vacant seats as described in Section 9.2 above.  Any vacancy in the role of Management Company shall be filled by the Board of Managers.

9.6          Prohibited Board Actions.  The Board of Managers may not, without the consent of each of the Members (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the business of the Company; (iii) possess or use Company property for any purpose other than the purposes of the Company provided herein; or (iv) amend or otherwise modify this Agreement, or permit the waiver of any provision thereof (and any such amendment, modification, or waiver effected without such approval shall be void) unless in accordance with Section 9.14 hereof.

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9.7          Day-to-Day Operations; Management Compensation and Expenses.

(a)           Subject to the provisions of Section 9.10 and all delegations made pursuant to this Agreement, and subject in all cases to the ultimate direction and control of the Board and the power and authority of the Board of Managers to direct the Management Company to take or omit taking an action, the day-to-day operations of the Company shall be managed by the Management Company.  Subject to approval by the Board, the duties of the Management Company may be delegated from time-to-time; and, in the case of any such delegation, the Management Company shall be solely responsible for all compensation and other obligations or payments required to be made to such delegate of the Management Company.

(b)           The Board may from time to time delegate to the officers of the Company such authority and duties as the Board may deem advisable.  Any such delegation may be revoked at any time by the Board in its sole discretion.

(c)           In consideration of performance by the Management Company of management duties with respect to the Company, including (subject to the provisions of Section 9.10 and other provisions of this Agreement) the oversight of the operations and maintenance contractor, the procurement of major services and materials, the administration of material contracts, maintaining books and records, the preparation of tax returns, the oversight of the preparation of quarterly financial statements and an annual audit of the Company, and similar duties, the Management Company shall be paid a fee of $20,833.33 per month, payable in advance, for each full calendar month of service as the Management Company (which dollar amount shall be adjusted no more than once annually at the end of each year following the date of closing under the Purchase Agreement in proportion to any change during the prior year in the Consumer Price Index – All Items, provided that no increase greater than four percent (4%) of the amount of such fee in effect immediately before such adjustment shall be made) (as so adjusted from time to time, the “Management Compensation”).  Notwithstanding the foregoing provisions of this Section 9.7(c), no Management Compensation shall be payable with respect to any period during which a default exists under the Clean Energy Loan.

(d)           In addition to the Management Compensation, but subject to the approval required pursuant to Section 9.10(y), the Management Company, if applicable, shall receive the direct payment or reimbursement, as applicable, of documented travel expenses, including airline, hotel, meals, car rental, and similar expenses, directly related to such management (provided that the aggregate travel expenses paid or reimbursed for or to the Management Company and its Affiliates shall not exceed in the aggregate $20,000 for any twelve-month period, such $20,000 cap to be adjusted no more than once annually at the end of each year following the date of Closing under the Purchase Agreement in proportion to any change during the prior year in the Consumer Price Index – All Items, provided further that no increase greater than four percent (4%) of the amount of maximum reimbursement in effect immediately before such adjustment shall be made).

9.8          No Management by Members.  Except as otherwise provided herein, no Member will take part in the day-to-day management, or the operation or control, of the business and affairs of the Company.  Except and only to the extent expressly provided for in this Agreement or as delegated by the Board of Managers, no Person other than the Management Company or the Board of Managers will be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

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9.9          Reliance by Third Parties.  Any Person dealing with the Company, the Management Company or the Board of Managers may rely upon a certificate signed by a majority of the Board or by the President, Treasurer or Secretary as to:

(a)           the identity of the members of the Board of Managers, the Management Company, any officer of the Company or any Member;

(b)           the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Management Company, the Board of Managers or any officer of the Company or in any other manner germane to the affairs of the Company;

(c)           the Persons who are authorized to execute and deliver any agreement or document on behalf of the Company, including the Management Company, when so authorized; or

(d)           any act or failure to act by the Company, or as to any other matter whatsoever involving the Company.

9.10        Super Majority Events.  Notwithstanding anything to the contrary provided in this Agreement, the Company may engage in a Super Majority Event only with the approval of a majority of the Managers, in addition to any other vote or consent required herein or by law.  Each of the following shall be deemed to be a “Super Majority Event”:

(a)           Other than in the normal course of business, any grant of a security interest on behalf of the Company or Project Company in any of the Company’s or Project Company’s assets or properties other than with respect to the Clean Energy Loan;

(b)           Other than in the normal course of business, the incurrence of any indebtedness for borrowed money other than the Clean Energy Loan, any prepayment of any indebtedness for borrowed money other than the Clean Energy Loan, or any guarantee by the Company or the Project Company of the obligations of another Person;

(c)           Any amendment, alteration, or repeal of any provision of this Agreement or any other constitutive documents of the Company;

(d)           Any increase or decrease in the authorized or designated number of Member Interests, or any admission of new Members or determination of the Capital Contribution required from, or the number or type of Member Interests to be issued to, such new Members;

(e)           Any creation of or sale or issuance of additional Member Interests or rights to acquire Membership Interests for the purpose of raising additional capital or for any other purpose, other than a Permitted Transfer;

(f)            Other than the termination of any such agreements which shall be determined by the Board of Managers, any transaction with any Affiliate of the Company or Member;

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(g)           Any act in contravention of or not consistent with this Agreement or of or with any other governing document of the Company or a Project Company, or of the Delaware Act;

(h)           The Company engaging in any business other than described herein or otherwise necessary in connection with the operation of the Project Company or the Project;

(i)            Possession of property of the Company by any Member;

(j)            Commingling of Company funds with any Member’s own funds;

(k)           Any loan from the Company to any Member or Affiliate of a Member;

(l)            The sale or refinancing of the Project, the Project Company or the Company, any material asset of the Project Company or the Company, or the merger, consolidation or conversion of the Project Company or Company with or into any partnership, corporation, limited liability company, trust or other entity (other than the merger of the Company into the Project Company following closing under the Purchase Agreement as contemplated by this Agreement);

(m)          Voluntary liquidation or dissolution of the Company, except as expressly contemplated by this Agreement;

(n)           (1) File any voluntary petition in bankruptcy on behalf of the Company or a Project Company, (2) consent to the filing of any involuntary petition in bankruptcy against the Company or a Project Company, (3) file any petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency with respect to the Company or a Project Company, (4) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a Project Company or a substantial part of its property, (5) make any assignment for the benefit of creditors of the Company or a Project Company, (6) admit in writing the inability of the Company or a Project Company to pay its debts generally as they come due, and (7) take any action on behalf of the Company or a Project Company in furtherance of any such action;

(o)           A change in the amount or character of a Member’s capital contribution;

(p)           Instituting, settling or otherwise compromising any legal action or proceeding on behalf of the Company or the Project Company;

(q)           Approval of the Annual Budget or any amendment thereof, except for such required capital repairs and overhauls as may be approved by the Board of Managers, or approval of any financial statements for the Project Company or the Company;

(r)            Entry into any material contract by the Project Company or the Company, including any lease of real property or purchase of capital equipment;

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(s)           Payment in the aggregate of any compensation to employees and consultants to DCE or the Company, other than Advisor Expense (“Compensation Expense”) that is not included in the annual budget in projected Compensation Expense and that would result in total Compensation Expense that exceeds the approved annual budget for Compensation Expense by more than 10% of the projected amount;

(t)            The retention, or agreement to compensate any professional advisors to the Company or the Project Company (including any agreement to compensation terms) that is not included in the annual budget for Advisor Expense and that would result in total expenditures for Advisor Expense that exceed the approved annual budget by more than 10% of the projected amount;

(u)           Except as provided in Article IX, any change in the Management Company;

(v)           Making any income tax election or choice of methods for reporting income or loss for income tax purposes or any other material decision for any Tax purpose;

(w)          Payment of any distribution, dividend or other payment in respect of the membership interests in the Project Company or the Company that are inconsistent with this Agreement;

(x)            Any material expenditure (i.e., individual expenditure in excess of $15,000 or any one or more expenditures that would cause total expenditures to exceed the projected expenses in the approved annual budget by more than 10%) of the Project Company or the Company;

(y)           Payment or reimbursement of travel expenses of the Management Company and/or its Affiliates that exceed in the aggregate $20,000 for any calendar year (as such $20,000 amount may be adjusted pursuant to Section 9.7(c) hereof); or

(z)            Termination or failure to enforce rights under a major Project agreement, such as a gas sale or gas transportation agreement.

Notwithstanding the foregoing provisions of this Agreement or any other provision of this Agreement, for so long as the Clean Energy Borrowing is outstanding, except with the written consent of PlainsCapital Bank, (i) no action described in subsection (a), (h), (k), (l), or (m) of this Section 9.10 shall be taken by the Company, (ii) no action described in Section 9.14 shall be taken by the Members, and (iii) the Company shall not amend, terminate, encumber, subordinate, assign or voluntarily surrender the City of Dallas Lease.

9.11        Meetings of the Board of Managers.

(i)            Meetings of the Board of Managers may be called at any time by any Manager.  Notice of any meeting, including the date, time and location, shall be given to all Managers not less than three (3) business days prior to the date of such meeting or such lesser amount of time as is practicable to give all Managers reasonable notice of the meeting.

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(ii)           Except as otherwise provided by law, a majority of Managers shall constitute a quorum at all meetings of the Board.

(iii)          Unless otherwise provided by law or by this Agreement (including, without limitation under Section 9.10), all questions shall be decided with the affirmative vote of a majority of the Board of Managers.

(iv)          Any action required to or which may be taken at a meeting of the Board of Managers may be taken without a meeting, without prior notice and without a vote, if a consent, or consents in writing, setting forth the action so taken, shall be signed by Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted.

(v)           Any Manager or Managers may participate in a meeting of the Board of Managers by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

9.12        Reimbursements.  Within 15 days of the receipt of a request therefor, the Company shall reimburse the Members, officers of the Company and the members of the Board of Managers (but not the Management Company or its Affiliates, it being understood that its rights payments and reimbursements are set forth exclusively in Section 9.7 hereof), for all reasonable out-of-pocket expenses incurred by them on behalf of the Company.  Any policy adopted by the Board of Managers as to which expenses may be reimbursed to the officers of the Company and the members of the Board of Managers, and the amount of such expenses, shall be conclusive.  Such reimbursement shall be treated as an expense of the Company and shall not be deemed to constitute a distribution to any Member in respect of its Member Interest.

9.13        Transactions with Affiliates.  Subject to approval in accordance with the provisions of Section 9.10 hereof, the Company is specifically authorized to engage in transactions from time to time with any Member, any Affiliate of any Member, any officer of the Company, or any Manager or member of the Board of Managers.  No contract or transaction between the Company and one or more Members, Affiliates of Members, officers of the Company, Managers or members of the Board of Managers, or between the Company and any Person in which one or more of the Members, Affiliates of Members, officers of the Company, Managers or members of the Board of Managers are managers, officers, directors, or have a financial interest, shall be void solely for this reason.

9.14        Amendments.  Subject to the last paragraph of Section 9.10 so long as it is applicable, any amendments to this Agreement shall be adopted and be effective as an amendment hereto only if approved in writing by Members holding at least eighty percent (80%)

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of the Member Interests then outstanding; provided, however, that the revision of Schedule A hereto as necessary to accurately reflect the names, addresses and number and type of Member Interests owned by each Member (including the addition of any new Member or Withdrawal of any Member pursuant to the terms of this Agreement) and the exercise of the Option, as each may change from time to time in accordance with the terms of this Agreement, may be made by the Board of Managers acting alone and shall not require the approval of any Member.

9.15        Meetings of the Members.

(i)            Meetings of the Members may be called at any time by the Primary Manager or the Board of Managers.  Notice of any meeting, including the date, time and location, shall be given to all Members not less than five (5) days nor more than thirty (30) days prior to the date of such meeting.  Each Member may authorize any Person to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.  Every proxy must be signed by the Member or its attorney-in-fact.

(ii)           Unless otherwise provided by law or by this Agreement, Members who hold a majority of the Member Interests then outstanding shall constitute a quorum at all meetings of the Members.

(iii)          Unless otherwise provided by law or by this Agreement, all questions shall be decided by an affirmative vote of the Members who hold a majority of the Member Interests (determined percentage interest in Profits (and Losses) then outstanding present in person at the meeting and entitled to vote on the question.

(iv)          Any action required to or which may be taken at a meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent, or consents in writing, setting forth the action so taken, shall be signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

(v)           Any Members may participate in a meeting of the Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE X
INDEMNIFICATION

10.1        Liability.

(a)           Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

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(b)           No Member shall have liability for the debts and obligations of the Company except as required by law.

10.2        Exculpation.

(a)           No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or material violation of this Agreement.

(b)           A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Profits, Losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

10.3        Duties and Liabilities of Covered Persons.  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement.

10.4        Indemnification.  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions or material violation of this Agreement; provided, however, that any indemnity under this Section 10.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

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10.5        Expenses.  To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time (within thirty (30) days following receipt of an invoice therefor), be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof.

10.6        Insurance.  The Company may purchase and maintain insurance, to the extent and in such amounts as the Board of Managers shall deem reasonable, on behalf of Covered Persons and such other Persons as the Board of Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.  The Board of Managers and the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 10.5 hereof and containing such other procedures regarding indemnification as are appropriate.

ARTICLE XI
REMEDIES

11.1        Equitable Remedies.  The Members acknowledge and agree that in the event of a breach or threatened breach of this Agreement by any Member, the remedy at law in favor of the other Members will be inadequate and each such other Member, in addition to all other remedies which may be available to it, and notwithstanding anything herein to the contrary, shall have the right to specific performance in the event of any breach of the Agreement or to injunctive relief in the event of any threatened breach of the Agreement by any other Member.  The reasonable costs and expenses, including attorneys’ fees, of the prevailing party in any dispute arising under this Agreement shall be promptly paid by the non-prevailing party or parties.

ARTICLE XII
TAX MATTERS

12.1        Tax Matters Member.

(a)           The Members shall, if necessary for the partnership-level determination rules of Code Sections 6221 through 6234 to apply to the Company, cause the Company to make and keep in effect an election under Code Section 6231(a)(1)(B)(ii), which election shall be effective beginning with the first taxable year of the Company, to have the provisions of Sections 6221 through 6234 of the Code apply to the Company and its Members.  A Member designated by the Board shall serve as the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code (such Member, acting in such capacity, the “Tax Matters Member”), and such Member shall serve as Tax Matters Member of the Company until its successor is duly designated by the Board.  The Tax Matters Member shall not take any action

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that may be taken by a “tax matters partner” under Code Section 6221 through 6234 unless (i) it has first given the other Members written notice of the contemplated action at least ten (10) Business Days prior to the applicable due date of such action and (ii) it has received the written consent of holders of a majority of the Member Interests to such contemplated action.  Without limiting the foregoing, the Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of holders of a majority of the Member Interests.  The Tax Matters Member shall not bind any Member to a settlement agreement without first obtaining the written consent of such Member.  The Tax Matters Member shall file or cause to be filed the Company’s income tax returns on a timely basis.

(b)           The Tax Matters Member shall, within ten (10) days of the receipt of any notice from the Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, mail a copy of such notice to each Member.  The Tax Matters Member shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code.  The Tax Matters Member shall promptly (and in any event within ten (10) days) forward to each other Member copies of all significant written communications it may receive in such capacity.

(c)           The Tax Matters Member shall be indemnified by the Company with respect to any action taken by him in its capacity as Tax Matters Member by applying, mutatis mutandis, the provisions of Article X.

12.2        Section 754 Election, Etc.  The Board of Managers, upon the written request of any Member, shall direct the Tax Matters Member to make (and the Tax Matters Member shall make), on behalf of the Company, an election under §754 of the Code, so as to adjust the basis of Company property in the case of a distribution of property within the meaning of §734 of the Code, and in the case of a transfer of a Company interest within the meaning of §743 of the Code.  No election made by the Company under §754 shall be revoked without the consent of holders of a majority of the Member Interests outstanding.  Each Member shall, upon request of the Tax Matters Member, supply the information necessary to give effect to such election.  Subject to Section 12.3, the Tax Matters Member shall make all other elections in respect of Taxes solely as directed by the Board in accordance with Section 9.10(v).

12.3        Taxation of Company.  The Company shall be treated as a partnership for U.S. federal and state income tax purposes, and no Member or Manager shall take any action to cause the Company not to be so treated without the approval of a majority of the Managers and the prior written consent of the holders of a majority of the Member Interests; provided, however, except where the Company ceases to be so treated as a partnership in connection with an initial public offering of equity interests in the Company or its successor, the Company shall make arrangements as the Board of Managers in its reasonable discretion determines to be necessary such that the cessation of such treatment of the Company does not materially adversely affect (as determined on an after-income tax basis taking into account all relevant factors) any Member that did not consent to such cessation of such treatment.

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ARTICLE XIII
TRANSFER OF INTERESTS

13.1        Option to Cambrian McCommas Bluff to Purchase Member Interests from Clean Energy.

a.                                       Option.  Clean Energy hereby grants to Cambrian McCommas Bluff an exclusive, non-assignable option (the “Option”) to purchase Member Interests owned by Clean Energy up to and including a percentage ownership in the Profits, Losses and distributions of the Company equal to nineteen percent (19%).  The purchase price upon exercise of the Option for each Member Interest entitled to a one percent (1%) ownership in the Profits, Losses and distributions of the Company shall be Three Hundred Sixty-Eight Thousand Dollars ($368,000) for an aggregate purchase price if all of such nineteen percent (19%) Member Interests are purchased of Six Million Nine Hundred Ninety-Two Thousand Dollars ($6,992,000).  The Option may be exercised in whole or in part (but only in 1% Member Interest increments) at any time or from time-to-time during the ten-year period commencing on the last to occur of the Closing Date or the date on which the Clean Energy Loan has been paid in full in cash or by wire transfer of immediately available funds.  The Option may be exercised by the giving of written notice by Cambrian McCommas Bluff to Clean Energy in which the percentage Member Interests to be purchased by Cambrian McCommas Bluff shall be specified.

b.             Payment.  Payment for such Member Interests shall be paid in full in cash or by wire transfer of immediately available funds by Cambrian McCommas Bluff to Clean Energy on or before thirty (30) days following the giving of each written exercise of the Option by Cambrian Energy McCommas Bluff.  Schedule A to this Agreement shall be amended to reflect the current Member Interests in the Company following each purchase of Member Interests by Cambrian McCommas Bluff from Clean Energy pursuant to an exercise of the Option.

13.2        Transfers by Members.

a.             General.  Except as otherwise expressly provided or permitted by this Agreement (including the transfer of Member Interests pursuant to the Option), no Member shall assign, transfer, sell, exchange, give by gift, hypothecate, mortgage, encumber, grant a proxy that confer discretionary authority upon the proxy, or otherwise dispose of all or any portion of the Member Interest of the Member or suffer the same to be encumbered, charged or taken involuntarily (collectively, a “Disposition”).  Any Disposition by a Member of any portion of the Member Interest of the Member must involve a transfer of both the financial rights and the governance rights relating to the transferred Member Interest, unless such transfer is approved by the Board of Managers.  Any Disposition which is not made pursuant to and in accordance with the terms and conditions of this Agreement shall be void and of no effect and shall vest no right, title or interest in the transferee.

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b.             Permitted Transfers.  Notwithstanding anything in this Agreement to the contrary, subject to the satisfaction of the additional conditions specified in this subsection, the following Dispositions are hereby specifically permitted, will not require the advance written consent of the Members or the Board of Managers, and will not trigger or create purchase options or other options or obligations under this Agreement provided such Disposition is not a Prohibited Transfer (“Permitted Transfers”):

i.              Transfers of part or all of a Member Interest by a Member (A) to or from any entity all the equity securities and voting securities of which are directly or indirectly owned and controlled by such Member or a Person who, as of the date of this Agreement, owns and controls more than fifty percent (50%) of all the equity securities and voting securities of such Member or (B) to PlainsCapital Bank pursuant to foreclosure under any pledge in connection with the Clean Energy Borrowing (a Person described in the immediately preceding subclause (A) or (B), a “Permitted Transferee”) and between or among their respective Permitted Transferees are hereby specifically permitted, will not require the advance written consent of the Members or the Board of Managers and will not trigger or create any purchase options or other options or obligations under this Agreement.

In each such situation, the Disposition will only be permitted if, prior to completion of such Disposition, the following shall be provided to the Board of Managers:

(1)           A written agreement of the transferee, in form and substance satisfactory to the Board of Managers, to be bound by this Agreement, which shall include an agreement by the transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate to effect and evidence such transfer and the agreements indicated above.

(2)           Unless waived in writing by the Company, an opinion of counsel, satisfactory in form and substance to the Board of Managers, that the Permitted Transfer will not terminate the Company or impair its ability to be taxed as a partnership, and that the transfer constitutes an exempt transaction and does not require registration under applicable securities laws.

(3)           As it relates to pledges of a Member Interest by a Member, the above requirements (1) and (2) shall be deemed satisfied (i) with respect to any foreclosure under a pledge to PlainsCapital Bank in connection with the Clean Energy Borrowing and PlainsCapital Bank shall be deemed to have agreed to be bound by this Agreement and (ii) in the case of any other pledge, to the extent that the pledgee commits to comply with the above requirements in the event that the pledgee shall ever foreclose on the pledged Member Interest.

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ii.                                     A transfer by Clean Energy of its Member Interest to Cambrian McCommas Bluff from time-to-time pursuant to an exercise of the Option or otherwise pursuant to this Article XIII.

iii.                                 Any other transfer by a Member of its Member Interest that has been approved in writing by the other Member.

c.             Voluntary Transfers.  Except for Permitted Transfers, a Member may not assign or transfer all or any portion of the Member Interest of the Member except in accordance with the following:

i.              Notice Required.  A Member proposing to transfer all or a portion of the Member Interest of the Member (the “Transferring Member”) shall be required to provide written notice to all other Members and the Board of Managers of the Company.  The written notice (the “Transfer Notice”) shall specify the Member Interest proposed to be transferred (the “Transfer Interest”), the name and address of the proposed transferee, the price and payment terms, and any other terms and conditions of the transfer, together with a representation, covenant and warranty that the proposed transferee’s offer to purchase the Transfer Interest is genuine.

ii.            Right of First Refusal.  Delivery of the Transfer Notice to the Members shall create an option in favor of all Members other than the Transferring Member (the “Remaining Members”) to acquire all, but not less than all, of the Transfer Interest upon the terms set forth in the Transfer Notice as follows:

iii.           Option Terms and Exercise.  Terms of this option shall be the same as those specified in the Transfer Notice.  The Remaining Members shall have the option rights to purchase the Transfer Interest.  Unless otherwise agreed among the Remaining Members, each Remaining Member may purchase that percentage of the Transfer Interest which bears the same ratio as the Member Interests of such Remaining Member bears to the Member Interests of all Remaining Members.  If a Remaining Member desires to exercise its option to purchase the Transfer Interest, it will give written notice of exercise of the option to the Company, within thirty (30) days (fifteen (15) days in the case of a notice given by PlainsCapital Bank with respect to a Transfer Interest acquired by foreclosure of a pledge in connection with the Clean Energy Borrowing) after receipt of the Transfer Notice.  In the event that a Remaining Member does not purchase the full amount of the Transfer Interest that such Remaining Member is entitled to purchase, the other Remaining Members may purchase the excess on a pro rata basis, and the thirty (30) day period or fifteen (15) day period applicable as specified above shall be extended as necessary to accommodate this process, but in no event shall it be extended beyond fifteen (15) days after the expiration of the thirty (30) day period or fifteen (15) day period applicable as specified above.

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iv.            Failure to Exercise Option.  Absent exercise of the option by all or a portion of the Remaining Members with respect to the entire Transfer Interest, any partial acceptance shall be invalid and, upon expiration of the option period provided to the Remaining Members above, the Transferring Member may then transfer the Transfer Interest as proposed, provided (a) such transfer is completed within thirty (30) days thereafter, (b) such transfer does not occur on terms more favorable to the transferee than the terms upon which the Transfer Interest was offered to the Remaining Members, and (c) prior to completion of such transfer, the following shall be provided to the Board of Managers:

(1)                                 A written agreement of the proposed transferee, in form and substance satisfactory to the Board of Managers, to be bound by this Agreement and all other agreements applicable to the Members, which shall include an agreement by the proposed transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate to effect and evidence such transfer and to confirm that the proposed transferee and the Transfer Interest are subject to and bound by this Agreement.  If the proposed transferee does not provide such a written agreement, the proposed transferee shall retain the “financial rights” which relate to the Transfer Interest, but shall be deemed to have forfeited all “governance rights” which relate to the Transfer Interest.

(2)                                 An opinion of counsel, satisfactory in form and substance to the Board of Managers, that the transfer will not terminate the Company or impair its ability to be taxed as a partnership and that the transfer constitutes an exempt transaction and does not require registration under applicable securities laws.

d.                                       Involuntary Transfers.

i.              General.  In the event of any involuntary sale or any other involuntary Disposition whatsoever of part or all of the Member Interest of any Member other than as permitted by this Agreement (hereinafter referred to as the “Involuntary Transfer”; it being understood, however, that any Transfer to PlainsCapital Bank pursuant to foreclosure under a pledge in connection with the Clean Energy Borrowing shall not be considered an Involuntary Transfer), the Member whose Member Interest is subject to such Involuntary Transfer shall be required to send written notice to the Board of Managers and all Members describing in reasonable detail such Involuntary Transfer, including the identity of the involuntary transferee (the “Involuntary Transferee”) and the circumstances of the Involuntary Transfer (for example, foreclosure of pledge, divorce decree, etc.).

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ii.            Purchase Option.  Upon the occurrence of an Involuntary Transfer, the Remaining Members shall have the option, exercisable by written notice to the Member undergoing the Involuntary Transfer (hereinafter referred to as the “Involuntary Transferor”) or to its successor or legal representative, as appropriate, to purchase all or any portion of the Member Interest of the Involuntary Transferor which is subject to the Involuntary Transfer (the “Involuntary Transfer Interest”). The purchase price and payments terms to be paid to the Involuntary Transferor shall be as set forth in subsections e and f hereof; provided however, that for purposes of establishing the purchase price to be paid for the Transfer Interest, the following shall apply:

(1)           Immediately upon occurrence of the Involuntary Transfer, the parties shall commence the process for determining the purchase price for the Involuntary Transfer Interest in accordance with Section 13.2.e;

(2)           The “selling party” under Section 13.2.e shall be the Involuntary Transferee, and the “purchasing party” shall be the Remaining Members; and

(3)           Decisions to be made by the purchasing party shall be as decided by those Remaining Members representing a majority of the Member Interests held by all Remaining Members.

iii.           Exercise and Allocation of Option Among Members.  The Remaining Members shall have until ninety (90) days (in the aggregate) after determination of the purchase price within which to exercise all or any portion of this option, it being expressly understood that less than all of the Involuntary Transfer Interest may be purchased.  Any interest acquired under this option shall be acquired by the Remaining Members pro rata based on their Member Interest Percentages immediately prior to the exercise of the option.  Exercise of the option shall be made by written notice delivered to the Board of Managers and the Involuntary Transferor.

iv.            Failure to Exercise Option.  Upon expiration of the option period provided to the Remaining Members above, an Involuntary Transfer of that portion of the Involuntary Transfer Interest not elected to be purchased by the Remaining Members will occur, and such interest shall be transferred in accordance with the provisions set forth in the Delaware Act.  The Involuntary Transferee shall be obligated to provide the following to the Board of Managers:

(1)                                 A written agreement of the Involuntary Transferee, in form and substance satisfactory to the Board of Managers, to be bound by this Agreement and all other agreements applicable to the Members, which shall include an agreement by the Involuntary Transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate in order to effect and evidence such transfer and to confirm that the Involuntary Transferee and the Involuntary Transfer Interest are subject to and

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bound by this Agreement.  If the Involuntary Transferee does not provide such a written agreement, the Involuntary Transferee shall retain the “financial rights” which relate to the Involuntary Transfer Interest, but shall be deemed to have forfeited all “governance rights” which relate to the Involuntary Transfer Interest.

(2)                                 An opinion of counsel, satisfactory in form and substance to the Board of Managers, that the Involuntary Transfer will not terminate the Company or impair its ability to be taxed as a partnership and that the Involuntary Transfer constitutes and exempt transaction that does not require registration under applicable securities laws.

e.             Purchase Price for Involuntary Transfer Interest.  In the case of an Involuntary Transfer, the purchase price shall be equal to the fair market of the Member Interest to be sold, determined in accordance with the following:

i.                                         Mutual Agreement.  The selling party and the purchasing party shall, for a period of thirty (30) days following the last to expire applicable option period, attempt to mutually agree upon the gross fair market value of the assets of the Company.  If the selling party and the purchasing party are not able to agree within this thirty (30) day period, fair market value shall be determined by appraisal.

ii.                                     Appraisal.  For a period of seven (7) days following expiration of the thirty (30) day period specified in the above paragraph, the selling party and the purchasing party shall attempt to mutually agree upon an appraiser.  If the parties agree upon the identity of the appraiser, the appraiser shall determine the gross fair market value of the assets of the Company other than money.  If the parties are not able to reach agreement within such seven (7) day period, each shall identify an appraiser, the appraisers identified by the selling party and purchasing party shall select a third appraiser, and the third appraiser shall determine the gross fair market value of the assets of the Company.  The costs and expense of the appraiser(s) shall be paid one-half by the selling party and one-half by the purchasing party.

iii.                                 Involuntary Transfer Purchase Price.  The purchase price shall equal seventy-five percent (75%) of the amount that the Board of Managers in its discretion determines would be distributed with respect to the Involuntary Transfer Interest if the Company were dissolved, its affairs wound up, its assets other than money were sold for cash equal to their gross fair market value as determined by appraisal as set forth above, all distributions permitted under Section 7.1 were made, and thereafter the remaining assets of the Company were applied and distributed in accordance with Section 15.3(b).

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f.              Payment Terms.  Unless otherwise agreed to by the parties, any payment made pursuant to an exercise of an option to purchase an Involuntary Transfer Interest shall be made in cash within thirty (30) days from the date of exercise of the option to purchase.

13.3        Prohibited Transfers.  In the case of a Transfer or attempted Transfer of Member Interests that is not permitted by, or is not made in compliance with, this Article XIII (a “Prohibited Transfer”), such transfer shall be void and the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that the Company and any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.  The term “Prohibited Transfer” shall include any Disposition of a Member Interest without the approval of a majority of the Managers (i) to a competitor or Affiliate of a competitor of Clean Energy in the CNG or LNG refueling business, (ii) to a foreign person or tax-exempt entity or (iii) if as a result of such Disposition the Company would cease to be treated as a partnership for U.S. federal income tax purposes or for such purposes be treated as a publicly traded partnership (other than in connection with an initial public offering of interests in the Company or its successor), be considered to hold “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974, as amended, be an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or become subject other regulatory scheme that would impose material expense or material burden upon the Company (other than in connection with an initial public offering of interests in the Company or its successor).

13.4        Rights of Unadmitted Assignees.  A Person who acquires Member Interests but who is not admitted as a substituted Member pursuant to Section 13.5 hereof shall be entitled only to allocations and distributions with respect to such Member Interests in accordance with this Agreement, and shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect any books or records of the Company, and shall not have any of the rights of a Member under the Delaware Act or this Agreement; provided, however, PlainsCapital Bank shall be deemed to be admitted as a Member with all rights and obligations under this Agreement and to have accepted and adopted all terms and provisions of this Agreement with respect to any Member Interest acquired by PlainsCapital Bank by foreclosure under a pledge in connection with the Clean Energy Borrowing, without the need to comply with the provisions of Section 13.5, including without limitation all rights and obligations of Clean Energy under this Agreement.

13.5        Admission of Substituted Members.  In addition to the other provisions of this Article XIII, a transferee of Member Interests may be admitted to the Company as a substituted Member only upon satisfaction of all of the conditions set forth in this Section 13.5:

(a)           The Member Interests with respect to which the transferee is being admitted were acquired by means of a Transfer permitted by this Article XIII;

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(b)           The transferee of Member Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties customary for transactions of a similar type to each nontransferring Member, (ii) accept and adopt the terms and provisions of this Agreement, including this Article XIII, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Member Interests.  The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer;

(a)           The transferee pays or reimburses the Company for all reasonable legal, filing, and other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the transferred Member Interests; and

(b)           The transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Board reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation of the Company or any other instrument filed with the State of Delaware or any other state or Governmental Authority.

In the event that one or more of the foregoing conditions is not met but a transferee nonetheless acquires Member Interests in the Company, such transferee shall have only the rights of an unadmitted assignee as described in Section 13.4.

13.6        Representations Regarding Transfers; Legend.

(a)           Each Member hereby represents to, and covenants and agrees with, the Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in the Member Interests and will not in the future make a market in the Member Interests without the prior written approval of the Board, (ii) it will not Transfer its Member Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Member Interests and which are commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it will not Transfer any Member Interests through a matching service that is not approved in advance by the Board.  Each Member further agrees that it will not Transfer any Member Interests to any Person unless such Person agrees to be bound by this Section 13.6(a) and to Transfer such Member Interests only to Persons who agree to be similarly bound.

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(b)           Each Member hereby represents and warrants to the Company and the other Members that such Member’s acquisition of Member Interests is or was made as principal for such Member’s own account and not for resale or distribution of such Member Interests.  Each Member hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any certificate or other document or instrument evidencing ownership of Member Interests:

THE MEMBER INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE.  THESE MEMBER INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE.  SUCH MEMBER INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THE MEMBER INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT.

The Company shall cause such legend to be removed at such time as the Company is advised by its counsel that such legend may be removed, or the Company has received an opinion of counsel to a Member, in form and substance reasonably satisfactory to the Company, that such legend may be removed.

(c)           Each Member represents and warrants to the Company and each other Member that such Member is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and the execution, delivery and performance by it of this Agreement is within its powers, has been duly authorized by all necessary corporate or other action on its behalf, requires no action by or in respect of, or filing with, any governmental body, agency or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which such Member is a party or by which such Member or any of its properties is bound.  This Agreement constitutes a valid and binding agreement of such Member, enforceable against such Member in accordance with its terms.

(d)           Cambrian McCommas Bluff represents and warrants to Clean Energy that (i) Evan Williams and his sibling Tudor Williams each beneficially owns and controls forty-two and one-half percent (42.5%), and the son of Evan Williams, Rhys Williams, beneficially owns

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and controls fifteen percent (15%) of each of the equity securities and voting securities of Cambrian McCommas Bluff, (ii) no other Persons has any beneficial ownership or control of any equity securities or voting securities of Cambrian McCommas Bluff (or any right to acquire ay such beneficial ownership or control), (iii) Cambrian Energy Development owns all of the equity securities and voting securities of Cambrian Energy Management, and (iv) the individuals identified in clause (i) of this Section 13.6(d) control Cambrian Energy Development and Cambrian Energy Management.

(e)           The foregoing representations, warranties and agreements shall survive the date of the Member’s admission to the Company, any cessation of its status as a Member, and any dissolution, termination or liquidation of the Company.

13.7        Distributions and Allocations in Respect of Transferred Member Interests.  If any Member Interests are Transferred in compliance with the provisions of this Article XIII, profits, losses, each item thereof, and all other items attributable to the transferred Member Interests for such allocation year shall be divided and allocated between the transferor and the transferee by taking into account their varying Member Interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Board.  All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee.  Neither the Company nor any Member, Manager or officer shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 13.7, whether or not any Member, Manager or officer or the Company has knowledge of any Transfer of ownership of any Member Interests.

13.8        Drag-Along.  In the event one or more Member(s) (the “Dragging Member”) proposes a sale of all Member Interests owned by such Member(s), which Member Interests constitutes at least fifty-one percent (51%) of the outstanding Member Interests of the Company, in one or more related transactions to a bona fide third party purchaser on an arm’s length basis, the Dragging Member will have the right (the “Drag-Along Right”) to require all (but not less than all) of the other Members (each a “Drag-Along Member” and collectively, the “Drag-Along Members”) to sell all their Member Interests by providing a notice (the “Drag-Along Notice”) to the Drag-Along Members.  The Drag-Along Notice shall include: (i) a statement of the Dragging Member’s bona fide intent to sell the requisite number of Member Interests, (ii) the name and address of the proposed purchaser, (iii) the total consideration to be paid by the purchaser for Member Interests collectively, which must be in cash or obligations to pay cash, (iv) the other terms and conditions of the proposed transfer including the closing date of the transaction, and (v) such other information as the recipient of the Drag-Along Notice may reasonably request.  Notwithstanding the terms of any offer of the proposed purchaser or in the Drag-Along Notice, the amount of any consideration payable to Members with respect to Member Interests shall be allocated (i) first to Clean Energy in the amount the Adjusted Capital Return, determined as of the date of transfer, and (ii) thereafter among Members in proportion to their respective numbers of Member Interests.  The Drag-Along Rights may be exercised without following the requirements of Section 13.2 c and, if a Drag-Along Notice is given, the procedures of Section 13.9 may not be invoked unless and until there is not reasonable possibility that a sale pursuant to the Drag-Along Notice will occur.

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13.9                        Buy-Sell.  After December 31, 2009, a Member (the “Initiating Member”) desiring to acquire all of the Member Interests of the remaining Members may provide a written notice (“Buy/Sell Notice”) to the remaining Members (the “Target Members”) setting forth the Stated Value (as hereinafter defined) and stating that the Initiating Member will either sell all of the Initiating Member’s Member Interests or purchase all of the Member Interests of the Target Members at the price determined based on the Stated Value.  For purposes of this paragraph, (i) the “Stated Value” contained in the Buy/Sell Notice will be a hypothetical cash price for all the assets of the Company without assumption of funded indebtedness of the Company, and (ii) the price payable to a selling Member shall be the amount that the selling Member (be that the Initiating Member or the Target Members) would receive with respect to the Member Interests of such selling Member upon dissolution of the Company following a sale of all assets of the Company for cash in the amount of the Stated Value.  Upon a sale pursuant to a Buy/Sell Notice, each selling Member and its Affiliates also shall be repaid all indebtedness of the Company to such Member or its Affiliates to the extent there would be funds available to pay such indebtedness upon such a sale at the Stated Value.  Each Target Member will reply in writing to the other Members and the Company within one-hundred eighty (180) days of receiving a Buy/Sell Notice as to whether the Target Member will sell the Target Member’s Member Interests to the Initiating Member or purchase the Initiating Member’s Member Interests.  Failure by the Target Member to respond in writing within said one-hundred eighty (180) day time period will be deemed an election by the Target Member to sell the Target Member’s Member Interests to the Initiating Member.  The purchase and sale of the Member Interests under this paragraph will be consummated within ninety (90) days after the termination of the one-hundred eighty (180) day notice period.  The purchase price for the Member Interests and any indebtedness of a selling Member payable as set forth above will be paid in immediately available funds.  Notwithstanding the foregoing, (i) except as otherwise agreed by the Company, any liability of the selling Member or its Affiliates to the Company (including any liability for damages) shall survive the sale of its Member Interests and (ii) except as otherwise agreed by the Purchasing Members, any liability of the selling Member or its Affiliates to the purchasing Members (including any liability for damages) shall survive the sale of its Member Interests.  For so long as the Clean Energy Borrowing is outstanding, a condition precedent to closing a Transfer pursuant to this Section 13.9 shall be payment in full of the Clean Energy Borrowing and all amounts payable by Clean Energy in connection therewith.

ARTICLE XIV
ADMISSION AND WITHDRAWAL OF MEMBERS

14.1                        Admission of Members.  Notwithstanding any other provision of this Agreement to the contrary, no additional Person, other than an Affiliate of a Member (including an Assignee), that acquires a Member Interest (including any Member Interests), shall be admitted to the Company as a Member without the unanimous approval of the Board, which approval may be given or withheld in the Board’s sole discretion, subject to Section 9.10.  An Assignee, in its capacity as such, of a Member Interest shall only be entitled to receive allocations and distributions pursuant to Articles VI and VII and shall not have any other rights or powers of a Member, including any voting rights.  Until an Assignee becomes a Member, the transferring Member from which such Assignee received its Member Interest shall not have the right to receive allocations or distributions pursuant to Articles VI and VII.

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14.2                        Admission of Transferee Affiliate.  An Affiliate shall be admitted to the Company as a Member, effective immediately prior to such transfer; provided that such transferee shall have furnished to the Board acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement and such other documents as the Board shall reasonably request.

14.3                        Withdrawal of Members.  Except following the transfer of its Member Interest as provided in Article XIII and the admission of its transferee as a Member pursuant to Section 13.5, a Member may not withdraw from the Company.

14.4                        Amendment of this Agreement.  Following the admission to the Company of any successor transferee, Affiliate or new Member, the Board shall take all steps necessary and appropriate to prepare and record or file, if necessary, as soon as practicable, an amendment to this Agreement and other filings relating thereto.

ARTICLE XV
DISSOLUTION AND LIQUIDATION

15.1                        Dissolution.  The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:

(a)                                  the entry of a decree of judicial dissolution under the Delaware Act; or

(b)                                 upon the vote required by Section 9.10.

The Company shall not be dissolved upon the resignation, expulsion, bankruptcy or dissolution of a Member.

15.2                        Notice of Dissolution.  Upon the dissolution of the Company, the Board of Managers shall promptly notify the Members of such dissolution.

15.3                        Liquidation.

(a)                                  General.  Upon dissolution of the Company, the Board of Managers or a Manager designated by the Board, as liquidating trustee, shall immediately commence to wind up the Company’s affairs (a “Liquidation”); provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal Losses attendant upon a Liquidation.  The Members shall continue to share Profits and Losses of the Company during liquidation in the same manner, as specified in Article VI hereof, as is applicable before Liquidation.

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(b)                                 Distribution of Company Assets.  The proceeds of Liquidation, after payment of all liabilities, indebtedness, accrued compensation owed to employees and consultants of the Company under contractual arrangements or employee benefit plans entered into in the ordinary course of business prior to the Company’s dissolution and other obligations of the Company and after the provision of any reserve as determined by the Board of Managers, shall be distributed in accordance with Section 7.2.

15.4                        No Deficit Restoration Obligation.  In the event that any Member has a deficit balance in its Capital Account following the liquidation of the Company, as determined after taking into account all Capital Account adjustments for the Fiscal Year in which such liquidation occurs, in no event shall such Member be required to contribute additional capital to the Company or pay any other Member or third party, to offset such deficit balance.

ARTICLE XVI
GENERAL PROVISIONS

16.1                        Addresses and Notices.  Any notice, demand, request or report required or permitted to be given or made to a Member or a Manager under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by United States registered or certified mail, return receipt requested, or by a reputable courier service to the Member or the Manager at the address described below.  Notices and other communications provided for herein shall be in writing and shall be delivered or sent as hereinabove provided to the Members at their respective addresses set forth on Schedule A hereto and to the Managers at the addresses provided to the Company and maintained by the Secretary.  A Member may at any time or from time to time designate, by notice to the Company, another address in lieu of the address specified herein or in any previous designation pursuant to this sentence.  Any notice to the Company shall be deemed given if received by the Board at the principal office of the Company.

16.2                        Amendment.  This Agreement may not be amended or terminated except as set forth in Section 9.14.

16.3                        Titles and Captions; Construction.  All article and section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and shall in no way define, limit, extend, or describe the scope or intent of any provisions hereof.  Except as specifically provided otherwise, references to “Articles” and “Sections” are to articles and sections of this Agreement.  The language of this Agreement is the language chosen by the parties to express their understanding and agreement, and shall not be construed strictly against any party.

16.4                        Successors and Assigns.  This Agreement, and all the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the Members, the Managers, their spouses, and their respective heirs, executors, administrators, personal or legal representatives, successors and permitted assigns.

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16.5                        No Third-Party Beneficiaries.  Except as otherwise specifically provided herein or in any other agreement making a reference to this Agreement, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person (including any creditor of the Company) other than the parties hereto and their respective heirs, executors, administrators, personal or legal representatives, successors, and permitted assigns.

16.6                        Further Action.  The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

16.7                        Entire Agreement.  This Agreement, the Exhibits and Schedules hereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

16.8                        Waiver.  No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

16.9                        Counterparts.  This Agreement may be executed in counterparts, all of which together shall constitute one and the same agreement, notwithstanding that all such parties are not signatories to the original or the same counterpart.

16.10                 Governing Law.  This Agreement shall be an agreement under seal governed by and interpreted and construed in accordance with the internal laws of the State of Delaware, without reference to principles of conflicts or choices of laws.

16.11                 Pronouns and Plurals.  Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

16.12                 Invalidity of Provisions.  If any provision of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby.

16.13                 Conflicts.  The Members acknowledge that their respective affiliates, officers, directors, partners, members and stockholders presently, and in the future will invest in, own, acquire, develop, manage and operate other energy projects or energy technologies and engage in other business activities which may be similar to or in competition with the Projects.  This Agreement is not intended to confer any interest in profits, income or participation in those other ventures and the Members waive any conflict of interest that may arise and relinquish any right or claim in any income or profits from any other business venture of the other Members.  However, the members may mutually elect from time to time to jointly acquire or develop additional energy projects.  The Members further acknowledge that Evan Williams is an attorney

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with the law firm of Poindexter & Doutre, Inc. in Los Angeles, California, which law firm has represented Evan Williams and Cambrian for many years and represented Cambrian in connection with some of the Projects.  To the extent that Poindexter & Doutre, Inc., through Evan Williams or any other attorney at Poindexter & Doutre, Inc., currently represents Cambrian or Cambrian McCommas Bluff, or both, a conflict of interest may exist with previous work in drafting certain of the legal documents pertaining to  the Project.  Further, Evan Williams, through his ownership in Cambrian, will indirectly have an interest in Cambrian McCommas Bluff and the Project.  Rules 3-300, 3-310 and 3-600 of the Rules of Professional Conduct of the State Bar of California prohibit an attorney from acquiring an interest adverse to a client unless (i) the transaction and its terms are fair and reasonable to the client and are fully disclosed and transmitted in writing in a manner which should be reasonably understood by the client; and (ii) the client is advised in writing that the client may seek the advice of an independent lawyer of the client’s choice and is given a reasonable opportunity to seek that advice; and (iii) the client thereafter consents in writing to the terms of the transaction.

Each of the Members by signing a copy of this Agreement acknowledges that (i) it is aware of the conflict of interest that exists to the extent that either Evan Williams or Poindexter & Doutre, Inc. performs or has performed legal services either directly or indirectly for the benefit of any of Cambrian, Cambrian McCommas Bluff, the Company or any of their respective Affiliates, (ii) it has sought the advice of independent legal counsel in entering into this Agreement and the transactions contemplated hereby, and (iii) it consents to Evan Williams and Poindexter & Doutre, Inc. (including other individual attorneys thereof) performing legal services directly or indirectly for the benefit of any of Cambrian, the Company, the Project Company and/or any of their respective Affiliates.

16.14                 Legal Fees.  Third party legal fees and costs incurred by the parties in connection with the documentation of this Agreement shall be paid by such parties and not by the Company.  In the event proceedings shall be instituted to rescind, declare, interpret or enforce any right arising hereunder, the prevailing party shall be entitled to recover expenses incurred therein including reasonable attorney fees.

16.15                 Disputes.  In the event a dispute develops between the members, the CEO or equivalent of each Member shall first meet to try to resolve the matter.  In the event the Members are unable to resolve the matter, any action to enforce or interpret this Agreement or to resolve disputes between the Members or by or against any Member (unless the relief sought requires the exercise of the equity powers of a court of competent jurisdiction) shall be settled by arbitration in accordance with the rules of the American Arbitration Association.  Any party may commence arbitration by sending a written demand for arbitration to the other parties.  Such demand shall set forth the nature of the matter to be resolved by arbitration. Arbitration shall be conducted at Los Angeles, California.  The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute.  The prevailing party shall be entitled to reimbursement of attorneys’ fees, costs and expenses incurred in connection with the arbitration.  All decisions of the arbitrator shall be final, binding and conclusive on all parties.  Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned have executed this CE Dallas Renewables LLC Limited Liability Company Agreement