Exhibit 10.3


 


SIXTH
AMENDMENT TO LEASE AGREEMENT


 


THIS
SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made effective
as of July     , 2008, by and between BIXBYBIT—BIXBY
OFFICE PARK, LLC, a Delaware limited liability company (“Landlord”), and
CLEAN ENERGY, a California corporation and CLEAN ENERGY FUELS CORP., a Delaware
corporation (jointly, severally, individually and collectively, “Tenant”).


 


R  E  C  I  T  A
L  S :


 


A.                                  Landlord (successor in interest to
EOP-Bixby Ranch, L.L.C., a Delaware limited liability company, which was the
successor in interest to Bixby Office Park Associates, LLC, a California
limited liability company) and Tenant (formerly known as ENRG Fuel
USA, Inc., a California corporation and ENRG, Inc., a Delaware
corporation, as successor in interest to Pickens Fuels Corporation, a
California corporation) are parties to that certain Lease Agreement dated
August 12, 1999 (the “Original Lease”), as amended by that certain
First Amendment to Lease dated March 11, 2002 (the “First Amendment”),
as further amended by that certain Second Amendment dated November 24,
2003 (the “Second Amendment”), as further amended by that certain Third
Amendment dated January 13, 2006 (the “Third Amendment”), as
further amended by that certain Fourth Amendment dated March 15, 2006 (the
“Fourth Amendment”) and a letter agreement dated December 17, 2003,
and as further amended by that certain Fifth Amendment dated October 17,
2006 (the “Fifth Amendment”; the Original Lease, the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth
Amendment are hereafter collectively referred to as the “Lease”).  Pursuant to the Lease, Tenant currently
leases from Landlord certain premises containing approximately 16,881 rentable
square feet known as (i) Suite No. A440 (“Suite 440”)
containing approximately 6,136 rentable square feet located on the fourth (4th)
floor of the building (the “3010 Building”) commonly known as 3010 Old
Ranch Parkway in Seal Beach, California and (ii) Suite Nos. B200,
B270 and B280 (the “Second Floor Suites”) located on the second (2nd)
floor of the building (the “3020 Building”) commonly known as 3020 Old
Ranch Parkway in Seal Beach, California (collectively, the “Original
Premises”), all as more particularly described in the Lease.


 


B.                                    Tenant currently subleases from Olson
Urban Housing, LLC, a Delaware limited liability company (“Olson”) that
certain premises containing approximately 5,060 rentable square feet known as
Suite No. 250 located on the second (2nd)
floor of the 3020 Building (the “Subleased Space”).


 


C.                                    Tenant currently subleases (the “Baker
Sublease”) a portion of the Subleased Space to Baker Tanks, Inc., a
Delaware corporation (“Baker”) (such portion of the Subleased Space 


 


1

















 


that is subleased to Baker pursuant to the Baker
Sublease is hereafter referred to as the “Baker Subleased Space”).


 


D.                                   Tenant and Landlord agree to
(i) relocate Tenant from the Second Floor Suites to approximately 19,881
rentable square feet of space comprising the entire fourth (4th)
floor of the 3020 Building as shown on  Exhibit “A” attached hereto
(the “Substitution Space”), (ii) make the Subleased Space subject
to the terms of the Lease and (iii) extend the Term of the Lease with
respect to Suite 440, all on the following terms and conditions.


 


NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:


 


1.                                      Substitution.


 


A.                                   Effective as of the Substitution
Effective Date (hereinafter defined), the Substitution Space is substituted for
the Second Floor Suites, and, from and after the Substitution Effective Date,
the “Premises”, as defined in the Lease, shall be deemed to mean the
Substitution Space containing approximately 19,881 rentable square feet, the
Subleased Space containing approximately 5,060 rentable square feet and
Suite 440 containing approximately 6,136 rentable square feet (as more
particularly described below) (i.e., the entire Premises shall contain
approximately 31,077 rentable square feet).


 


2.                                      Substitution Effective
Date; Early Occupancy.


 


A.                                   The Term (the
“New Term”) for the Substitution Space shall commence on the earlier of
(i) Substantial Completion (as hereinafter defined) of the Substitution
Space or (ii) November 1, 2008 (the “Substitution Effective Date”)
and end on January 31, 2015 (such date, for purposes of this Amendment and
the Lease, is referred to as the “Termination Date”).  For purposes hereof, the term “Substantial
Completion” shall mean the date Landlord reasonably considers Tenant’s Work
(hereafter defined) completed other than decoration and minor “punch-list” type
items and adjustments which do not materially interfere with Tenant’s use of
the Premises.  The Substitution Space is subject to all the terms and conditions
of the Lease except as expressly modified herein and except that Tenant shall
not be entitled to receive any allowances, abatements or other financial
concessions granted with respect to the Original Premises unless such
concessions are expressly provided for herein with respect to the Substitution
Space.  Until the Substitution Effective
Date, the Lease (as amended hereby) shall remain in full force and effect with
respect to the Original Premises and the Subleased Space (including, without
limitation, Tenant’s obligation to pay
monthly Base Rent and Additional Rent on such space) and Tenant shall continue
to adhere to all the terms and conditions thereof, and then effective as
of the Substitution Effective Date, the Lease shall be terminated with respect
to the Second Floor Suites, and, unless otherwise specified, “Premises” shall
mean the Substitution Space, the Subleased Space and Suite 440.


 


2

















 


Tenant shall vacate the Second Floor Suites as of the day immediately preceding the Substitution Effective Date (such
date that Tenant is required to vacate the Second Floor Suites being referred
to herein as the “Vacation Date”) and return the same to Landlord in
“broom clean” condition and otherwise in accordance with the terms and
conditions of the Lease.  Following the Vacation Date, however,
Tenant’s obligation for payment of monthly Base Rent or Additional Rent on the
Second Floor Suites shall be determined in accordance with Section 9
hereof.


 


B.                                    The Substitution Effective Date shall be
delayed to the extent that Landlord fails to deliver possession of the
Substitution Space for any other reason (other than delays caused by Tenant),
including, but not limited to, holding over by prior occupants.  Any such delay in the Substitution Effective
Date shall not subject Landlord to any liability for any loss or damage resulting
therefrom.


 


C.                                    Landlord shall use commercially
reasonable efforts to give Tenant’s designated contractor access to the
Substitution Space by August 1, 2008 (the “Early Access Period”)
for purposes of installing Tenant’s fixtures and equipment, including Tenant’s
telephone and data cabling, and other improvements in the Substitution Space in
accordance with Section 6 of the Original Lease (“Tenant’s Work”).  Tenant’s Work shall be performed by Tenant at
Tenant’s sole cost and expense.  Tenant’s
use of the Substitution Space during the Early Access Period shall be subject
to all of the terms and conditions of the Lease, including, without limitation,
the provisions of Sections 6, 10 and 11 of the Original Lease, except that
Tenant will not be obligated to pay monthly Base Rent or any Additional Rent
during the Early Access Period.  Tenant
agrees to provide Landlord with prior notice of any such intended early access.


 


3.                                      Extension of
Suite 440 Term.  The Term of the Lease with
respect to Suite 440 is hereby extended until the Termination Date, unless
sooner terminated in accordance with the terms of the Lease as amended hereby
(the “Amended Lease”).


 


4.                                      Lease of the Subleased
Space.  Landlord and Tenant acknowledge and agree
that as of the date of this Amendment, Tenant subleases the Subleased Space
from Olson, a portion of which is subleased by Tenant to Baker pursuant to the
Baker Sublease.  Landlord and Tenant
further acknowledge and agree that Tenant shall enter into an agreement with
Olson whereby the sublease between Tenant and Olson for the Subleased Space
shall terminate effective as of July 31, 2008.  In connection therewith, effective as of
August 1, 2008 and continuing until the expiration of the Baker Sublease
(the “Subleased Space Term”), the Subleased Space shall become subject
to the terms of the Amended Lease, Tenant shall lease such space directly from
Landlord in its current as-is condition, the Base Rent and Tenant’s Share of
Operating Costs and Taxes for the Subleased Space shall be payable in
accordance with this Section 4, and Tenant shall comply with all the
obligations of the Amended Lease with respect to Subleased Space until the
expiration of the Subleased Space Term; provided, however, if Tenant and Baker
enter into an agreement whereby the Baker Sublease shall terminate early, the
Subleased Space Term shall expire on the later to occur of
(a) September 30, 2008 or (b) thirty (30) days following the
date upon which the Baker


 


3

















 


Sublease terminates pursuant to said termination agreement entered into
by Tenant and Baker.  In the event that
Tenant and Baker enter into said termination agreement of the Baker Sublease,
Tenant shall provide Landlord with written notice thereof within five
(5) days of Tenant and Baker signing said termination agreement.  During the Subleased Space Term,
(i) Tenant shall pay Landlord Base Rent for the Subleased Space in
accordance with the terms of the Amended Lease in the amount of $12,903.00 per
month and (ii) Tenant’s Share of Operating Costs and Taxes for the
Subleased Space shall be 1.767% and Tenant shall pay for Tenant’s Share of
Operating Costs and Taxes for the Subleased Space in accordance with the terms
of the Original Lease; provided, however, during such period, the Base Year for
the computation of Tenant’s Share of Operating Costs and Taxes applicable to
the Subleased Space shall be calendar year 2007.  Effective as of the expiration of the
Subleased Space Term, the Amended Lease shall be terminated with respect to the
Subleased Space and Tenant shall vacate the Subleased Space and return the same to Landlord in
“broom clean” condition and otherwise in accordance with the terms and
conditions of the Lease.  Following the expiration of the
Subleased Space Term, however,
Tenant’s obligation for payment of monthly Base Rent or Additional Rent on the
Subleased Space shall be determined in accordance with Section 9 hereof.


 


5.                                       Monthly Base Rent.


 


A.            Substitution Space.  Commencing on the Substitution Effective Date
and continuing through the Termination Date, 


the schedule of monthly
Base Rent for the Substitution Space shall be as follows:


 




	
  Months
  of New Term

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
  1 – 12

  	
   

  	
  $

  	
  50,697.00

  	
  *

  
	
  13 – 24

  	
   

  	
  $

  	
  52,724.00

  	
   

  
	
  25 – 36

  	
   

  	
  $

  	
  55,097.00

  	
   

  
	
  37 – 48

  	
   

  	
  $

  	
  57,852.00

  	
   

  
	
  49 – 60

  	
   

  	
  $

  	
  60,744.00

  	
   

  
	
  61 – 72

  	
   

  	
  $

  	
  62,567.00

  	
   

  
	
  73 – 75

  	
   

  	
  $

  	
  64,444.00

  	
   

  






 


All such Base Rent shall be payable by Tenant in accordance with the
terms of the Amended Lease.


 


Tenant shall continue to pay monthly Base Rent and Additional Rent on
the Second Floor Suites in accordance with the Lease until the Substitution
Effective Date.


 






*Notwithstanding anything contained in the foregoing to the contrary,
$23,297.25 shall be payable upon the execution of this Amendment by Tenant and
$27,399.75 shall be payable on the Substitution Effective Date, which shall
collectively constitute the Monthly Base Rent for the Substitution Space for
the first (1st) month of the New Term.


 


4

















 


B.                                    Suite 440. 
As of the Substitution Effective Date, the schedule of monthly Base Rent
payable with respect to Suite 440 during the New Term shall be as follows:


 




	
  Months of New Term

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
  1 – 12

  	
   

  	
  $

  	
  15,647.00

  	
   

  
	
  13 – 24

  	
   

  	
  $

  	
  16,273.00

  	
   

  
	
  25 – 36

  	
   

  	
  $

  	
  17,005.00

  	
   

  
	
  37 – 48

  	
   

  	
  $

  	
  17,855.00

  	
   

  
	
  49 – 60

  	
   

  	
  $

  	
  18,748.00

  	
   

  
	
  61 – 72

  	
   

  	
  $

  	
  19,310.00

  	
   

  
	
  73 – 75

  	
   

  	
  $

  	
  19,890.00

  	
   

  






 


All such Base Rent shall be payable by Tenant in accordance with the
terms of the Amended Lease.  Tenant shall
continue to pay monthly Base Rent and Additional Rent on Suite 440 in
accordance with the Lease until the Substitution Effective Date.


 


6.                                      Additional Security
Deposit.  Landlord
acknowledges that Tenant currently has $44,086.04 of security deposit on
account with Landlord (the “Existing Security Deposit”).  Tenant acknowledges that, concurrently with
Tenant’s execution of this Amendment, Tenant shall deposit with Landlord an
additional security deposit in the amount of $48,690.36, which when added to
the Existing Security Deposit shall equal $92,767.40 (the “New Security
Deposit”).  The New Security Deposit
shall be held by Landlord without liability for interest and as security for
the performance by Tenant of Tenant’s covenants and obligations under and in
accordance with the terms of the Amended Lease. 
So long as Tenant does not default in of any of its obligations under
the Lease (as amended hereby) prior to October 31, 2010, Landlord shall
reduce the amount of the New Security Deposit to $44,086.04 and shall, in
Landlord’s sole discretion, either (i) refund $48,690.36 of the New
Security Deposit to Tenant no later than December 1, 2010 or
(ii) credit $48,690.36 of the New Security Deposit against the monthly
Base Rent due for November, 2010.  If a
default by Tenant shall occur or if Landlord uses or applies any portion of the
New Security Deposit at any time during the New Term for the payment of any
amount, loss or damage which Landlord may spend, incur or suffer by reason of
Tenant’s default, Tenant shall on demand restore the New Security Deposit to
its original amount of $92,767.40.


 


7.                                      Tenant’s Share; Expenses.  For the period
commencing with the Substitution Effective Date and ending on the Termination
Date, (i) Tenant’s Share for the Substitution Space and Suite 440 is
9.088%, and (ii) Tenant shall pay for Tenant’s Share of Operating Costs
and Taxes applicable to the Substitution Space and Suite 440 in accordance
with the terms of the Amended Lease; provided, however, during such period, the
Base Year for the computation of Tenant’s Share of Operating Costs and Taxes
applicable to the Substitution Space and Suite 440 shall be calendar year
2008.


 


5
















 


8.                                       Condition of the
Substitution Space, the Subleased Space Suite 440.


 


A.                                   Condition of Substitution Space.  Tenant has inspected the Substitution Space and agrees
to accept the same “as is” without any agreements, representations,
understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements.


 


B.                                     Condition of the Subleased Space.  Tenant acknowledges that it is currently in possession
of the Subleased Space and agrees to accept the same “as is” without any agreements,
representations, understandings or obligations on the part of Landlord to
perform any alterations, repairs or improvements.


 


C.                                     Condition of Suite 440.  Tenant acknowledges that it is currently in possession
of Suite 440 and agrees to accept the same “as is” without any agreements,
representations, understandings or obligations on the part of Landlord to
perform any alterations, repairs or improvements.


 


9.                                       Holding Over. 
If Tenant continues to occupy the Second Floor Suites and/or the
Subleased Space after the Vacation Date (as defined in Section 2 above) or
the expiration of the Subleased Space Term, as applicable, occupancy of the
Second Floor Suites and/or the Subleased Space, as applicable, subsequent to
the Vacation Date or the expiration of the Subleased Space Term, as applicable,
shall be that of a tenancy at sufferance and in no event for month-to-month or
year-to-year, but Tenant shall, throughout the entire holdover period, be
subject to all the terms and provisions of the Lease and shall pay for its use
and occupancy the amount (on a per month basis without reduction for any
partial months during any such holdover) as set forth in Section 19.2 of
the Original Lease.  No holding over by
Tenant in the Second Floor Suites and/or the Subleased Space, as applicable, or
payments of money by Tenant to Landlord after the Vacation Date or the
expiration of the Subleased Space Term, as applicable, shall be construed to
prevent Landlord from recovery of immediate possession of the Second Floor
Suites and/or the Subleased Space, as applicable, by summary proceedings or
otherwise.  In addition to the obligation
to pay the amounts set forth above during any such holdover period, Tenant also
shall be liable to Landlord for all damage, including any consequential damage,
which Landlord may suffer by reason of any holding over by Tenant in the Second
Floor Suites and/or the Subleased Space, as applicable, and Tenant shall
indemnify Landlord against any and all claims made by any other tenant or
prospective tenant against Landlord for delay by Landlord in delivering
possession of the Second Floor Suites and/or the Subleased Space, as
applicable, to such other tenant or prospective tenant.


 


10.                                 Parking.  Effective as of the Substitution Effective Date,
Landlord shall provide (i) seventy-eight (78) non-reserved parking spaces
applicable to the Substitution Space, the Subleased Space and Suite 440
within the Parking Facility at no cost throughout the New Term and
(ii) twenty-four (24) reserved parking spaces applicable to the
Substitution Space, the Subleased Space and Suite 440 within the Parking
Facility at a monthly cost of $100.00 for the parking of passenger-size motor
vehicles used by Tenant and its employees only, and such parking rights are not
transferable without Landlord’s approval. 
Tenant agrees to pay


 


6

















 


for such reserved parking spaces as Additional Rent
under the Amended Lease.  Tenant shall
not use more parking spaces than its allotment and shall not use any parking
spaces specifically assigned by Landlord to other tenants of the Building.


 


On each anniversary of the Substitution Effective
Date, said reserved parking fees charged to Tenant for said twenty-four (24)
reserved parking spaces applicable to the Substitution Space, the Subleased
Space and Suite 440 shall increase by three percent (3%) of the previous
year’s parking fees.  Effective as of the
Substitution Effective Date, the first two (2) sentences of
Section 36(a) of the Original Lease are deleted in their entirety,
and except as modified herein, the use of the parking spaces shall be subject
to the terms of Article 36 of the Original Lease.


 


11.                                 Signage. 
Effective as of the Substitution Effective Date and subject to the terms
of this Section 11, Tenant shall have the right to install one
(1) building top sign in a mutually agreeable location on the 3030
Building (the “Exterior Sign”). 
Notwithstanding the foregoing, Tenant shall not be entitled to install
the Exterior Sign if:  (a) Tenant
has previously assigned its interest in the Amended Lease, (b) excepting
the sublease of the Baker Subleased Space pursuant to the Baker Sublease,
Tenant has previously sublet any portion of the Premises, or (c) Tenant is
in default under any monetary or material non-monetary provision of the Amended
Lease.  Furthermore, Tenant’s right to
install the Exterior Sign is expressly subject to and contingent upon Tenant
receiving the approval of and consent to the Exterior Sign from Landlord (which
approval and consent shall not be unreasonably withheld) and the City of Seal
Beach, California, its architectural review board, any other applicable
governmental or quasi-governmental governmental agency and any architectural
review committee under the covenants, conditions and restrictions recorded
against the Project.  Tenant, at its sole
cost and expense, shall obtain all other necessary building permits, zoning,
regulatory and other approvals in connection with the Exterior Sign.  All costs of approval, consent, design,
installation, supervision of installation, wiring, maintaining, repairing and
removing the Exterior Sign will be at Tenant’s sole cost and expense.  Tenant shall submit to Landlord reasonably
detailed drawings of its proposed Exterior Sign, including without limitation,
the size, material, shape, location, coloring, lettering and method of
installation for review and approval by Landlord.  The Exterior Sign shall conform to the
Building signage program and the other reasonable standards of design and motif
established by Landlord for the exterior of the Building.  The Exterior Sign shall also be subject to
(i) Landlord’s prior review and written approval thereof, and
(ii) the terms, conditions and restrictions of any recorded covenants,
conditions and restrictions encumbering the Project and/or the Building.  Tenant shall reimburse Landlord for any
reasonable out-of-pocket costs associated with Landlord’s review and
supervision as hereinbefore provided including, but not limited to, engineers
and other professional consultants. 
Tenant will be solely responsible for any damage to the Exterior Sign
and any damage that the installation, maintenance, repair or removal thereof
may cause to the Building or the Project. 
Tenant agrees upon the expiration date or sooner termination of the
Amended Lease, upon Landlord’s request, to remove the Exterior Sign and restore
any damage to the Building and the Project at Tenant’s expense.  In addition, Landlord shall have the right to
remove the Exterior Sign at Tenant’s sole cost and expense, if, at any time
during the Term:  (i) Tenant assigns
the


 


7

















 


Amended Lease, (ii) excepting the sublease of the
Baker Subleased Space pursuant to the Baker Sublease, Tenant sublets any portion
of the Premises, or (iii) Tenant is in default under any term or condition
of the Amended Lease.  Notwithstanding
anything to the contrary contained herein, if Tenant fails to install the
Exterior Sign on the Building in accordance with the terms of this
Section 11 on or before the eighth (8th) month anniversary of the
Substitution Effective Date (the “Outside Exterior Sign Installation Date”),
Tenant’s right to erect any such Exterior Sign shall terminate as of the
Outside Exterior Sign Installation Date and shall thereupon be deemed null and
void and of no further force and effect.


 


In addition to the foregoing, Landlord and Tenant
acknowledge and agree that as of the date of this Amendment, Tenant has
existing signage located on the 3010 Building (the “3010 Signage”).  As a condition to Tenant’s right to install
the Exterior Sign on the 3030 Building, Tenant shall remove the 3010 Signage
and repair any damage to the 3010 Building and the Project at Tenant’s expense
no later than the Vacation Date.


 


12.           Business Hours. 
Effective as of the date of this Amendment, the Basic Lease Information
of the Lease is revised to provide that “Building Hours” are 7:00 a.m. to
6:00 p.m. on Business Days.


 


13.                                 Miscellaneous.


 


A.                                   Tenant
represents and warrants to Landlord that neither Tenant nor any guarantor of
Tenant’s obligations under the Amended Lease is (a) a party in interest,
as defined in Section 3(14) of the of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), to the AFL-CIO Building Investment
Trust (“Trust”), or of any of the plans participating therein, or
(b) a disqualified person under Section 4975(e)(2) of the
Internal Revenue Code of 1986, as amended (“Code”), with respect to the
Trust or the plans participating therein. 
Neither Tenant nor any guarantor of Tenant’s obligations under the
Amended Lease shall take any action that would cause the Amended Lease or the
exercise by Landlord or the Trust of any rights hereunder, to be a non-exempt
prohibited transaction under ERISA.  Notwithstanding
any contrary provision of the Amended Lease, Tenant shall not assign the Lease
or sublease all or any portion of the Premises unless (i) such assignee or
subtenant delivers to Landlord a certification (in form and content
satisfactory to Landlord) with respect to the status of such assignee or
subtenant (and any guarantor of such assignee’s or subtenant’s obligations) as
a party in interest and a disqualified person, as provided above; and
(ii) such assignee or subtenant undertakes not to take any action that
would cause the Amended Lease or the exercise by Landlord or the Trust of any
rights hereunder, to constitute a non-exempt prohibited transaction under
ERISA.


 


Notwithstanding any contrary provision of
the Amended Lease, Tenant shall not (a) sublease all or any portion of the
Premises under a sublease in which the rent is based on the net income or net
profits of any person, or (b) take any other action with respect to the
Amended Lease or the Premises such that the revenues to be


 


8

















 


received by Landlord or the Trust from
time to time in connection with the Lease would, as a result of such action, be
subject to the Unrelated Business Income Tax under Sections 511 through 514 of
the Code.


 


Tenant agrees that it shall incorporate
the requirements of this Section 13(A) in any sublease of all or any
part of the Premises (without implying Landlord’s consent thereto).


 


B.                                     Tenant
shall use Union Labor (defined below) for all maintenance, repair, and replacement
of the Premises (the “Maintenance Labor Covenant”).  Notwithstanding the foregoing, the
Maintenance Labor Covenant shall not apply to (i) the services for
installation, operation, maintenance and repair of personal property owned
exclusively by Tenant (e.g., computer systems, telephones, and furniture other
than modular furniture) or for any of Tenant’s specialized equipment,
(ii) a specific item or instance of maintenance, repair or replacement to
the extent Union Labor is not available in the market to perform such specific
item or instance of maintenance, repair or replacement, and/or
(iii) maintenance, repairs and replacements that may be and are
self-performed by the existing staff of Tenant without the retention,
engagement or hiring of any third party or additional employee.  Tenant shall (a) include the Maintenance
Labor Covenant in each of its service contracts, (b) provide such evidence
as Landlord may reasonably require, from time to time during the Lease Term,
that the Maintenance Labor Covenant is being fully and faithfully observed and
Tenant shall include the obligation to provide such evidence in each service
contract entered into by Tenant for such services, and (c) incorporate the
foregoing requirements in any sublease, license, or occupancy agreement
relating to all or any part of the Premises (without implying Landlord’s
consent to same).


 


In addition to any other conditions
contained in the Amended Lease with respect to Tenant making any alterations or
improvements, before making any alterations or improvements to the interior or
exterior of the Premises, Tenant shall (a) deliver to Landlord evidence
satisfactory to Landlord that Tenant shall cause such construction or
alteration work (collectively, the “Construction Activities”) to be
performed by contractors who employ craft workers who are members of unions
that are affiliated with The Building and Construction Trades Department,
AFL-CIO (“Union Labor”), and such work shall conform to traditional
craft jurisdictions as established in the area (the “Construction Labor
Covenant”), (b) include the Construction Labor Covenant in each of its
contracts for the Construction Activities, (c) provide such evidence as
Landlord may reasonably require, from time to time during the course of the
Construction Activities, that the Construction Labor Covenant is being fully  and faithfully observed and Tenant shall
include the obligation to provide such evidence in each contract entered into
by Tenant for the Construction Activities, and (d) incorporate the
foregoing requirements in any sublease, license, or occupancy agreement
relating to all or any part of the Premises (without implying Landlord’s
consent to same).  Tenant shall require
that all contractors and subcontractors, of whatever tier, performing
Construction Activities agree to submit all construction jurisdictional
disputes (i.e., disputes about which union is the appropriate union to


 


9

















 


perform a given contract) to final and
binding arbitration to the procedures of the jointly administered “Plan for the
Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute
resolution plan established and administered by The Building and Construction
Trades Department, AFL-CIO, and various construction industry employer
associations.  If a resolution to a
construction-related jurisdictional dispute cannot be obtained through The
Building and Construction Trades Department, AFL-CIO, contractors and
subcontractors, of whatever tier, Tenant shall agree to submit all such
disputes to final and binding arbitration procedures to be administered by the
American Arbitration Association (“AAA”) and in conformity with AAA’s
Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is
an experienced labor arbitrator and is a member of the National Academy of
Arbitration.


 


C.            This
Amendment sets forth the entire agreement between the parties with respect to
the matters set forth herein.  There have
been no additional oral or written representations or agreements.  Under no circumstances shall Tenant be
entitled to any rent abatement, improvement allowance, leasehold improvements,
or other work to the Substitution Space, or any similar economic incentives
that may have been provided Tenant in connection with entering into the Lease,
unless specifically set forth in this Amendment.


 


D.            Except as herein modified or amended, the
provisions, conditions and terms of the Lease shall remain unchanged and in
full force and effect.


 


E.             In the case of any inconsistency between
the provisions of the Lease and this Amendment, the provisions of this
Amendment shall govern and control.


 


F.             Submission of this Amendment by Landlord
is not an offer to enter into this Amendment but rather is a solicitation for
such an offer by Tenant.  Landlord shall
not be bound by this Amendment until Landlord has executed and delivered the
same to Tenant.


 


G.            The capitalized terms used in this
Amendment shall have the same definitions as set forth in the Lease to the extent
that such capitalized terms are defined therein and not redefined in this
Amendment.


 


H.            Tenant hereby represents to Landlord that
Tenant has dealt with no broker in connection with this Amendment.  Tenant agrees to indemnify and hold Landlord,
its members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals and
members of any such agents (collectively, the “Landlord Related Parties”)
harmless from all claims of any brokers claiming to have represented Tenant in
connection with this Amendment.  Landlord
hereby represents to Tenant that Landlord has dealt with no broker in
connection with this Amendment.  Landlord
agrees to indemnify and hold Tenant, its members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and the respective
principals and members of any such agents (collectively, the “Tenant Related
Parties”) harmless from all claims of any brokers claiming to have
represented Landlord in connection with this Amendment.


 


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10

















 


IN WITNESS WHEREOF, Landlord and Tenant have duly executed
this Amendment as of the day and year first above written.


 


LANDLORD:


 


	
  BIXBYBIT-BIXBY OFFICE PARK  LLC,

  	
   

  	
   

  
	
  a Delaware limited
  liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  BixbyBIT Investments, LLC,

  	
   

  	
   

  
	
   

  	
  a Delaware limited liability company

  	
   

  	
   

  
	
   

  	
  its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLC Ventures I, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  a Delaware limited liability company,

  	
   

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Bixby Land Company,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  a California
  corporation,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  its Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James Wolford

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  James Wolford

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  CFO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Aaron Hill

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Aaron Hill

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  	
   

  
											



 


[Signatures
Continue on Following Page]


 


11

















 


TENANT:


 


CLEAN ENERGY,


a California
corporation


 


	
  By:

  	
  /s/Andrew J. Littlefair

  
	
  Name:

  	
  Andrew J. Littlefair

  
	
   

  	
   

  
	
  Title:

  	
  President & CEO

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard R. Wheeler

  
	
  Name:

  	
  Richard R. Wheeler

  
	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
  CLEAN ENERGY FUELS CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/Andrew J. Littlefair

  
	
  Name:

  	
  Andrew J. Littlefair

  
	
   

  	
   

  
	
  Title:

  	
  President & CEO

  
	
   

  	
   

  
							



12

















 


EXHIBIT A


 


OUTLINE AND LOCATION OF SUBSTITUTION SPACE


 


[Attached]


 


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