FIRST AMENDMENT TO GROUND LEASE
The First Amendment to Ground Lease (this “First Amendment”) is made and executed to be effective as of the 28th day of October, 2008 (“Amendment Effective Date”), by and between U.S. BORAX INC., a Delaware corporation (“Lessor”), CLEAN ENERGY LNG, LLC, a California limited liability company (“Lessee”), and CLEAN ENERGY CONSTRUCTION, a California corporation (“CE Construction”). Lessor, Lessee, and CE CONSTRUCTION and referred to herein collectively as the “Parties.”
RECITALS
WHEREAS, the Parties are parties to that certain Ground Lease made and executed as of November 3, 2006 (as further amended, modified or supplemented from time to time, the “Agreement,” terms defined therein having the sane meaning when used herein); and
WHEREAS, the Parties wish to amend the Agreement on the terms and conditions set forth herein.
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants and obligations of the Parties herein contained, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Amendment of Section 1.12. The definition of the term “Core Service” as set forth in Section 1.12 of the Agreement, is hereby deleted in its entirety, and replaced with the following:
“Core Services” means any one or more of the following services to be provided by Lessor hereunder: (i) the provision of Energy in accordance with Exhibit “D”; (ii) the provision of Fire Water, Excess Fire Water, Process Water, the acceptance of Process Waste Water, and the acceptance of Water Softener/Caustic Scrubber Effluent in accordance with Exhibit “E”; (iii) the provision of natural gas transportation service on the Lateral NG Pipeline in accordance with Exhibit “F”; (iv) security and site monitoring services in accordance with Exhibit “F”; and (v) the acceptance of Return Gas in accordance with Exhibit “F”.
2.Amendment of Exhibit “E” to Add Water Softener/Caustic Scrubber Effluent Disposal, Metering and Quality Monitoring. Exhibit “E” of the Agreement is hereby amended to add the following as new sections, after the section entitled “Additional Rent” of such Exhibit:
Water Softener/Caustic Scrubber Effluent Disposal
Lessor shall dispose of Water Softener/Caustic Scrubber Effluent which is delivered by Lessee to Lessor at Lessor’s dust control water sump; provided that in no event shall Lessor be obligated to dispose of Water Softener/Caustic Scrubber Effluent in excess of the quantities set forth in Exhibit “E-2”. Lessor shall not be required to dispose of Water Softener/Caustic Scrubber Effluent unless the quality of that effluent as delivered meets the quality standards described in Exhibit “E-2” or if such disposal would be inconsistent with any Legal Requirements or Permits applicable to Lessor or would cause Lessor to exceed any quantity or quality standards imposed upon Lessor by any such Legal Requirements or Permits.
Lessee shall install, own, operate and maintain, at its sole cost and expense, such equipment as is needed to ensure that Water Softener/Caustic Scrubber Effluent delivered to Lessor meets the quality specifications set forth in Exhibit “E-2”. Lessor reserves the right to adjust such specifications from time to time as Lessor determines are reasonably necessary to enable Lessor to comply with any Legal Requirements or Permits. In the event that Lessee delivers Water Softener/ Caustic Scrubber Effluent which fails to meet the quantity and quality specifications set forth in Exhibit “E-2”, Lessee shall immediately notify Lessor of such failure and take such steps as are necessary to prevent the further delivery of such non-conforming Water Softener/Caustic Scrubber Effluent including the transport of the effluent off-site for disposal. Lessee shall
