Exhibit 10.67


 


LIMITED WAIVER AND CONSENT


 


RECITALS:


 


Reference
is made to that certain Credit Agreement dated as of August 15, 2008 (as
heretofore amended or supplemented, the “Agreement”), among Clean Energy
Fuels Corp., a Delaware corporation (“CEF”), Clean Energy, a California
corporation (“Clean Energy”; CEF and Clean Energy referred to herein
collectively as the “Borrowers”), and PlainsCapital Bank, a Texas state
chartered bank (“Lender”).  Terms
used and not defined herein shall have the meanings given them in the
Agreement.


 


The
Borrowers have requested that Lender consent to the provisions set forth in
this Limited Waiver and Consent (this “Limited Waiver and Consent”).


 


WAIVER AND CONSENT:


 


1.                                       Section 7.14
of the Agreement provides that as of the end of each Fiscal Quarter, the
Borrowers will maintain a Global Debt Service Coverage Ratio of at least
1.50:1.  The Borrowers have notified
Lender that the Borrowers are not in compliance with such covenant for the
Fiscal Quarter ending September 30, 2010. 
Subject to the conditions and limitations set forth below, Lender hereby
waives any violation of Section 7.14 for the Fiscal Quarter ending September 30,
2010 and any Defaults or Events of Default arising from such violation.


 


2.                                       Pursuant to Section 2.4(e) of
the Agreement, the Borrowers are to make a principal payment on the Facility B
Loans in the amount of $2,800,000 on November 1, 2010.  The Borrowers have requested that the due
date for such payment be extended to January 31, 2011.  Subject to the conditions and limitations set
forth below, Lender hereby agrees the due date for the 2010 annual principal
payment in the amount of $2,800,000 is extended to January 31, 2011.


 


RATIFICATIONS


 


Each
Borrower hereby ratifies and confirms all of their respective covenants and
obligations under the Agreement, the Notes and other Loan Documents.


 


LIMITATIONS AND CONDITIONS:


 


This
Limited Waiver and Consent shall become effective as of the date set forth
below when and only when Lender shall have received, at Lender’s office:


 


(i)                                     a counterpart
of this Limited Waiver and Consent executed by each Borrower;


 


(ii)                                  a counterpart
of the Consent and Agreement in the form attached hereto executed by each
Restricted Person named as a party thereto;


 


(iii)                               a waiver fee in
the amount of $10,000, paid by the Borrowers in good and immediately available
funds for the waiver set forth in item 1 above; and


 


(iv)                              an extension
fee in the amount of $10,000, paid by the Borrowers in good and immediately
available funds for the extension of the principal payment date set forth in
item 2 above.


 

















 


Each
Borrower hereby represents and warrants to Lender that immediately after giving
effect to this Limited Waiver and Consent there shall exist no Default or Event
of Default and all representations and warranties contained herein, in the
Agreement or otherwise made in writing by any Restricted Person in connection
herewith or therewith shall be true and correct in all material respects with
the same force and effect as if those representations and warranties had been
made on and as of the date hereof.


 


Except
as expressly waived or agreed herein, all covenants, obligations and agreements
of the Restricted Persons contained in the Agreement shall remain in full force
and effect in accordance with their terms. 
Without limitation of the foregoing, the consents, waivers and
agreements set forth herein are limited precisely to the extent set forth
herein and shall not be deemed to (a) be a consent or agreement to, or
waiver or modification of, any other term or condition of the Agreement or any
of the documents referred to therein, or (b) except as expressly set forth
herein, prejudice any right or rights that Lender may now have or may have in
the future under or in connection with the Agreement or any of the documents
referred to therein.  Except as expressly
modified or amended hereby, the terms and provisions of the Agreement and any
other documents or instruments executed in connection with any of the foregoing,
are and shall remain in full force and effect, and the same are hereby ratified
and confirmed by each Loan Party in all respects.  Any reference to the Agreement in any Loan
Document shall be deemed to be a reference to the Agreement as modified and
amended hereby.


 


The
Borrowers agree to reimburse and save Lender harmless from and against
liabilities for the payment of all out-of-pocket costs and expenses arising in
connection with the preparation, execution, delivery, amendment, modification,
waiver and enforcement of, or the preservation of any rights under, this
Limited Waiver and Consent, including, without limitation, the reasonable fees
and expenses of legal counsel to Lender that may be payable in respect of, or
in respect of any modification of, this Limited Waiver and Consent.


 


This
Limited Waiver and Consent and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the laws of
the State of Texas.


 


This
Limited Waiver and Consent is a “Loan Document” as defined and described in the
Agreement and all of the terms and provisions of the Agreement relating to Loan
Documents shall apply hereto.


 


This
Limited Waiver and Consent may be separately executed in counterparts and by
the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same agreement.


 


THIS LIMITED WAIVER AND CONSENT AND THE DOCUMENTS REFERRED TO
HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 

















 


IN
WITNESS WHEREOF, the undersigned parties have executed this Limited Waiver and
Consent as of the 29th day of October, 2010.


 


 


	
   

  	
  CLEAN
  ENERGY FUELS CORP., as a Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard R. Wheeler

  
	
   

  	
   

  	
  Name:

  	
  Richard
  R. Wheeler

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLEAN
  ENERGY, as a Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard R. Wheeler

  
	
   

  	
   

  	
  Name:

  	
  Richard
  R. Wheeler

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINSCAPITAL BANK, as the Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald C. Berg

  
	
   

  	
   

  	
  Name:

  	
  Ronald
  C. Berg

  
	
   

  	
   

  	
  Title:

  	
  President,
  Turtle Creek

  



 


[SIGNATURE PAGE TO LIMITED WAIVER AND CONSENT]


 

















 


CONSENT AND AGREEMENT


 


Reference
is made to that certain Credit Agreement dated as of August 15, 2008 (as
heretofore amended or supplemented, the “Agreement”), by and among CLEAN
ENERGY FUELS CORP., a Delaware corporation, CLEAN ENERGY, a California
corporation (the “Borrowers”), and PLAINSCAPITAL BANK, a Texas state chartered
bank (the “Lender”), which Agreement is in full force and effect on the date
hereof.  Terms which are defined the
Agreement are used herein with the meanings given them in the Agreement.


 


Each
of the undersigned (each a “Grantor”) hereby consents to the Limited
Waiver and Consent dated as of October 29, 2010, and agrees and
acknowledges, with respect to each Security Document executed by it that
(i) such Security Document is and shall continue in full force and effect
for the benefit of the Lender with respect to the Obligations secured thereby; (ii) there
are no offsets, claims or defenses of the undersigned with respect to such
Security Document, nor, to the knowledge of the undersigned, with respect to
the Loans; (iii) such Security Document is not released, diminished or
impaired in any way by the transaction contemplated in connection with such
Limited Waiver and Consent; and (iv) such Security Document is hereby
ratified and confirmed in all respects.


 


Dated:  October 29, 2010


 


 


	
  BLUE
  FUELS GROUP L.P.

  	
  NATURAL
  FUELS COMPANY, LLC

  
	
   

  	
   

  
	
  By:

  	
  Blue
  Energy General LLC, its general partner

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Clean
  Energy & Technologies LLC, its sole member

  
	
  By:

  	
  Clean
  Energy & Technologies LLC, its sole member

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Clean
  Energy Fuels Corp., its sole member

  
	
  By:

  	
  Clean
  Energy Fuels Corp., its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Richard R. Wheeler

  	
   

  	
  By

  	
  /s/
  Richard R. Wheeler

  
	
   

  	
   

  	
  Richard
  R. Wheeler

  	
   

  	
   

  	
  Richard
  R. Wheeler

  
	
   

  	
   

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 

















 


	
  TRANSTAR
  ENERGY COMPANY L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Blue
  Energy General LLC, its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Clean
  Energy & Technologies LLC, its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Clean
  Energy Fuels Corp., its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Richard R. Wheeler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard
  R. Wheeler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chief
  Financial Officer