Exhibit
10.64


 


	
  HSBC Bank Canada

  	
  1012002 (03-2003)

  
	
  GUARANTEE (For use in all Provinces
  except Quebec)

  	
   

  



 


	
  To:

  	
   

  	
  HSBC Bank Canada

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In consideration of HSBC Bank Canada
  (herein called the “Bank”) dealing with CLEAN ENERGY COMPRESSION
  CORP. (herein called the “Customer”) and one dollar and other good
  and valuable consideration, the receipt and sufficiency of which is hereby
  acknowledged, the undersigned hereby jointly and severally unconditionally
  guarantee(s) payment to the Bank of all present and future debts and
  liabilities direct or indirect, absolute or contingent, now or at any time
  and from time to time hereafter due or owing to the Bank from or by the
  Customer whether as principal or surety, and whether incurred by the Customer
  alone or jointly with any other Corporation, person or persons, or otherwise
  howsoever together with all costs, charges and expenses (including legal fees
  on a solicitor and client basis) incurred by the Bank, the receiver,
  receiver-manager or agent of the Customer, or the agent of the Bank in the
  perfection and enforcement of this Guarantee and of any security held by the
  Bank in respect of such indebtedness, obligations, liabilities, expenses and
  interest.

  
	
   

  	
   

  	
   

  
	
  *(if
  unlimited delete paragraph and have customer initial)

  	
   

  	
  Provided that no sum in excess of
  $                             
                  and
  interest thereon as herein provided calculated from the date demand is made
  under this Guarantee and accruing both before and after judgment (the
  “Limited Amount”), shall be recoverable from the undersigned hereunder.*

  
	
   

  	
   

  	
   

  
	
  Initial

  	
   

  	
  [For an obligation which is payable only in a
  currency other than Canadian currency express the Limited Amount in the
  foreign currency.]

  
	
  Initial

  	
   

  	
   

  
	
   

  	
   

  	
  Provided that if this Guarantee is expressed
  to be made in respect of a Limited Amount, the undersigned shall, in addition
  to the Limited Amount be liable for all amounts received by the undersigned
  as trustee for the Bank in accordance with paragraphs 12 or 17 and all costs,
  charges and expenses (including legal fees on a solicitor and client basis)
  incurred by the Bank, its receiver, receiver-manager or agent of the
  Customer, or the agent of the Bank in the perfection and enforcement of this
  Guarantee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And the undersigned and each of
  them (if more than one) hereby jointly and severally agree(s) with the
  Bank as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  The sum collectible by the
  Bank under this Guarantee shall include interest accruing on the debt owed by
  the Customer to the Bank at the respective rates of interest applicable to
  the various obligations of the Customer which constitute the Customer’s debts
  and liabilities to the Bank. Where the Customer is liable to the Bank for
  interest calculated at more than one rate, then the particular rate of
  interest charged on a particular obligation shall continue to apply hereunder
  in respect of such obligation both before and after default and before and
  after judgment.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Every certificate issued
  under the hand of the Manager or Acting Manager of the Bank at the branch
  where the Customer’s account is kept, purporting to show the amount at any
  particular time due and payable to the Bank and covered by this Guarantee,
  shall, in the absence of manifest mathematical error, be received as
  conclusive evidence against the undersigned that such amount is at such time
  due and payable to the Bank and is covered hereby.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  If this Guarantee is
  expressed to be made in respect of a Limited Amount and the Limited Amount is
  less than the obligation or the aggregate of the obligations of the Customer,
  then a certificate by the Manager or Acting Manager of the branch of the Bank
  where the Customer’s account is kept shall be conclusive as to which of the
  obligations of the Customer are being allocated for collection under this Guarantee
  and the rate or rates of interest applicable.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  If the Customer is a
  corporation, no change in the name, objects, capital stock or constitution of
  the Customer shall in any way affect the liability of the undersigned, either
  with respect to transactions occurring before or after any such change, and
  this Guarantee shall extend to all debts and liabilities to the Bank of the
  person or corporation who or which assumes the obligations of the Customer in
  whole or in part in whatsoever manner including, without limitation, by
  amalgamation with the Customer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  The Bank shall not be
  obliged to inquire into the powers of the Customer or any of its directors or
  other agents acting or purporting to act on its behalf, and moneys, advances,
  renewals or credits in fact borrowed or obtained from the Bank in exercise of
  such powers shall be deemed to form part of the debts and liabilities hereby
  guaranteed, notwithstanding that such borrowing or obtaining of moneys,
  advances, renewals or credits is in excess of the powers of the Customer or
  of its directors or other agents, or is in any way irregular, defective or
  informal.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  If the Customer is a
  partnership, no change in the name of the Customer’s firm or in the
  membership of the Customer’s firm through the death, retirement or
  introduction of one or more partners or otherwise, or by the disposition of
  the Customer’s business in whole or in part, shall in any way affect the
  liability of the undersigned, either with respect to transactions occurring
  before or after any such change, and this Guarantee shall extend to all debts
  and liabilities to the Bank of the person or corporation who or which assumes
  the obligations of the Customer in whole or in part in whatsoever manner.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  The Bank, without the
  consent of the undersigned and without exonerating in whole or in part the
  undersigned, may grant time, renewals, extensions, indulgences, releases and
  discharges to, may take securities from and give the same and any or all
  existing securities up to, may abstain from taking securities from, or from
  perfecting securities of, may cease or refrain from giving credit or making
  loans or advances to, may accept compositions from, and may otherwise deal
  with the Customer and all other persons (including the undersigned and any
  other guarantor) and securities, as the Bank may see fit, and all dividends,
  compositions, and moneys received by the Bank from the Customer or from any
  other persons or estates capable of being applied by the Bank in reduction of
  the debts and liabilities hereby guaranteed, shall be regarded for all
  purposes as payments in gross. No loss of or in respect of the securities
  received by the customer or others, whether occasioned by the fault of the
  Bank or otherwise, shall in any way limit or lessen the liability of the
  undersigned under this guarantee. Until all indebtedness of the Customer to
  the Bank has been paid in full, the undersigned shall not have any right of
  subrogation to the Bank or to the securities held by the Bank and this
  Guarantee shall not be diminished or affected on account of any act or
  failure to act on the part of the Bank which would prevent subrogation from
  operating in favour of the undersigned. The Bank shall be entitled to prove
  against the estate of the Customer upon any insolvency or winding-up in
  respect of the whole of said debts and liabilities; and the undersigned shall

  



 

















 


	
   

  	
   

  	
   

  	
  have no right to be
  subrogated to the Bank or to the securities held by the Bank until the Bank
  has received payment in full of its claim with interest.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  The Bank, in its sole
  discretion and as the Bank sees fit, without in any way prejudicing or
  affecting the rights of the Bank hereunder, may appropriate any moneys
  received to any portion of the debts and liabilities hereby guaranteed,
  whether then due or to become due, and may revoke or alter any such
  appropriation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  This shall be a continuing
  guarantee, and shall cover and secure any ultimate balance owing to the Bank,
  but the Bank shall not be obliged to enforce its rights against the Customer
  or other persons or the securities it may hold before being entitled to
  payment from the undersigned of all and every of the debts and liabilities
  hereby guaranteed: Provided always that the undersigned may determine his or
  her or their further liability under this continuing guarantee by 90 days’
  notice in writing to be given to the Bank, and the liability hereunder of the
  undersigned shall continue until the expiration of 90 days after the giving
  of such notice, notwithstanding the death or insanity of the undersigned, and
  after the expiry of such notice the undersigned shall remain liable under
  this Guarantee in respect of any sum or sums of money owing to the Bank as
  aforesaid on the date such notice expired and also in respect of any
  contingent or future liabilities incurred to or by the Bank on or before such
  date but maturing thereafter, but in the event of the determination of this
  Guarantee as to one or more of the undersigned it shall remain a continuing guarantee
  as to the other or others of the undersigned.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Notwithstanding the
  provisions of any statute relating to the rate of interest payable by
  debtors, this Guarantee shall remain in full force and effect whatever the
  rate of interest received or demanded by the Bank.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.

  	
  The undersigned hereby
  grants to the Bank the right to set off against any and all accounts, credits
  or balances maintained by the undersigned with the Bank, the aggregate amount
  of any and all liabilities of the undersigned hereunder if and when the same
  shall become due and payable.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.

  	
  All debts and liabilities
  present and future of the Customer to the undersigned are hereby assigned to
  the Bank and postponed to the present and future debts and liabilities of the
  Customer to the Bank and all moneys received by the undersigned from the
  Customer shall be received in trust for the Bank and forthwith upon receipt
  shall be paid over to the Bank until the Customer’s indebtedness to the Bank
  is fully paid and satisfied; all without prejudice to or without in any way
  limiting or lessening the liability of the undersigned to the Bank whether
  this Guarantee is expressed to be made in respect of a Limited Amount or
  otherwise.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13.

  	
  The Bank shall not be
  obliged to give the undersigned notice of default by the Customer, and upon
  any default by the Customer the undersigned shall be held bound directly to
  the Bank as principal debtor in respect of the payment of the amounts hereby
  guaranteed.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.

  	
  No suit based on this
  Guarantee shall be instituted until demand for payment has been made. Any
  notice, demand or court process may be served by the Bank on the undersigned
  or his or her or their legal personal representatives either personally or by
  posting the same by ordinary mail postage prepaid, in an envelope addressed
  to the address of the party to be served last known to the Bank, and the
  notice or demand so sent shall be deemed to be served on the day following
  that on which it is mailed.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.

  	
  This Guarantee shall be
  operative and binding upon every signatory hereof notwithstanding the
  non-execution hereof by any other proposed signatory or signatories, and the
  undersigned acknowledges that this Guarantee has been delivered free of any
  conditions and that no statements, representations, agreements, collateral
  agreements or promises have been made to or with the undersigned affecting or
  limiting the liability of the undersigned under this Guarantee or inducing
  the undersigned to grant this Guarantee except as specifically contained
  herein in writing, and agrees that this Guarantee is in addition to and not
  in substitution for any other guarantees held or which may hereafter be held
  by the Bank.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.

  	
  No alteration or waiver of
  this Guarantee or of any of its terms, provisions or conditions shall be
  binding on the Bank unless made in writing under the signature of either the
  President or one of the Vice-Presidents of the Bank.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.

  	
  The undersigned shall file
  all claims against the Customer in any bankruptcy or other proceedings in
  which the filing of claims is required by law or upon any indebtedness of the
  Customer to the undersigned and will assign to the Bank all of the
  undersigned’s rights thereunder. In all such cases, whether an administration,
  bankruptcy, or otherwise, the person or persons authorized to pay such claims
  shall pay to the Bank the full amount payable on the claim in the proceeding
  before making any payment to the undersigned; all without in any way limiting
  or lessening the liability of the undersigned to the Bank whether this
  Guarantee is expressed to be made in respect of a Limited Amount or
  otherwise. All moneys received by the undersigned in all such cases shall be
  received in trust for the Bank and forthwith upon receipt shall be paid over
  to the Bank until the Customer’s indebtedness is fully paid and satisfied. To
  the fullest extent necessary for the purposes of this paragraph 17 the
  undersigned hereby assigns to the Bank all the undersigned’s rights to any
  payments or distributions to which the undersigned otherwise would be
  entitled.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.

  	
  In this Guarantee, any
  word importing the singular number shall include the plural, and without
  restricting the generality of the foregoing, where there is more than one
  undersigned any reference to the undersigned refers to each and every one of
  the undersigned, and any word importing a person shall include a corporation,
  partnership and any other entity.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  19.

  	
  If this Guarantee is
  executed by more than one party, the liability of each of the undersigned
  hereunder shall be joint and several.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20.

  	
  This Guarantee shall
  extend to and enure to the benefit of the successors and assigns of the Bank,
  and shall be binding upon the undersigned and the respective heirs,
  executors, administrators, successors and assigns of each of the undersigned.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.

  	
  No invalidity,
  irregularity or unenforceability by reason of any bankruptcy or similar law
  or any law or order of any government or agency thereof purporting to reduce,
  amend or otherwise affect the liability of the Customer to the Bank or of any
  security therefor, shall affect, impair or be a defence to this Guarantee. If
  one or more provisions contained herein shall be invalid, illegal or
  unenforceable in any respect, such provision shall be deemed to be severable
  and the validity, legality and enforceability of the remaining provisions
  contained herein shall not in any way be affected or impaired thereby.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.

  	
  With respect to any
  portion of the indebtedness secured hereby which is payable in a currency
  other than Canadian currency (the “Foreign Currency Obligation”), the
  following provisions shall apply:

  



 

















 


	
   

  	
   

  	
   

  	
  (a)

  	
  Payment hereunder with
  respect to the Foreign Currency Obligation shall be made in immediately
  available funds in lawful money of the jurisdiction in the currency of which
  the Foreign Currency Obligation is payable (the “Foreign Currency”) in such
  form as shall be customary at the time of payment for settlement of
  international payments in Vancouver, British Columbia without set-off,
  compensation or counterclaim and free and clear of and without deduction for
  any and all present and future taxes, levies, imposts, deductions, charges
  and withholdings with respect thereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  The undersigned shall hold
  the Bank harmless from any loss incurred by the Bank arising from any change
  in the value of Canadian currency in relation to the Foreign Currency between
  the date the Foreign Currency Obligation becomes due and the date of payment
  thereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (c)

  	
  If for the purpose of
  obtaining judgment in any court it is necessary to convert a sum due
  hereunder in the Foreign Currency into Canadian funds (“Canadian dollars”),
  the rate of exchange used shall be that at which in accordance with normal
  banking procedures the Bank could purchase the Foreign Currency with Canadian
  dollars on the business day preceding that on which final judgment is given.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The obligation of the undersigned in respect
  of any Foreign Currency Obligation due by it to the Bank hereunder shall,
  notwithstanding any judgment in Canadian dollars, be discharged only to the
  extent that on the business day following receipt by the Bank of any sum
  adjudged to be so due in Canadian dollars the Bank may in accordance with
  normal banking procedures purchase the Foreign Currency with Canadian
  dollars; if the amount of the Foreign Currency so purchased is less than the
  sum originally due to the Bank in the Foreign Currency the undersigned
  agrees, as a separate obligation and notwithstanding any such judgment, to
  indemnify the Bank against such loss and if the Foreign Currency purchased
  exceeds the sum originally due to the Bank in the Foreign Currency the Bank
  agrees to remit such excess to the undersigned to the extent the undersigned
  is entitled thereto.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.

  	
  All the rights, powers and
  remedies of the Bank hereunder and under any other agreement now or at any
  time hereafter in force between the Bank and the undersigned shall be
  cumulative and shall be in addition to and not in substitution for all
  rights, powers and remedies of the Bank at law or in equity.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.

  	
  The undersigned by its
  signature of this Guarantee on the one hand and the Bank by making this
  Guarantee available to the undersigned on the other hand acknowledge having
  expressly required it to be drawn up in the English language. La soussignée
  par sa signature de ce cautionnement d’une part et la Banque en mettant le
  dit cautionnement à sa disposition d’autre part reconnaissent avoir
  expressément exigé qu’il soit rédigé en langue anglaise.

  
	
   

  	
   

  	
   

  	
   

  
	
  *(insert Province where Customer’s Account is
  kept)

  	
   

  	
  25.

  	
  This Guarantee shall be
  construed in accordance with the laws of the Province of British Columbia and
  shall be deemed to have been made in such Province and to be performed there,
  and the Courts of such Province shall have jurisdiction over all disputes
  which may arise under this Guarantee, provided that nothing herein contained
  shall prevent the Bank from proceeding at its election against the
  undersigned in the courts of any other province or country.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  If the undersigned becomes resident outside
  the Province referred to in this paragraph 25 then the undersigned
  hereby submits to the jurisdiction of the courts of competent jurisdiction of
  the Province referred to in this paragraph 25 in respect of any
  proceeding hereon. Service of any process upon the undersigned may be made by
  ordinary mail in an envelope addressed to the following address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  c/o
  Clean Energy Fuels Corp., Suite 400 — 3020 Old Ranch Parkway, Seal Beach,
  CA, 90740, USA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  or in any manner permitted by law.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26.

  	
  Each of the undersigned
  hereby acknowledges that he or she has read the contents of this Guarantee
  and understands that the signing of this Guarantee involves joint and several
  financial responsibility on the part of the undersigned.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated
  at                                           ,
  this 7th day of September,    2010.

  



 


 


	
   

  	
  Witness

  	
   

  	
  Signature of Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  0884808 B.C. LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title: