Assignment And Amendment Agreement Sample Contracts

Cheniere Energy, Inc. – Assignment and Amendment Agreement (May 1st, 2014)

This Assignment and Amendment Agreement (this "Assignment"), dated April 7, 2014 (the "Assignment Effective Date"), is hereby entered into by and among Endesa Generacion S.A., a company registered in Spain whose principal place of business is located at 5 Av. Borbolla, 41004 Seville, Spain ("Assignor"), Endesa S.A., a Spanish corporation whose principal place of business is located at Calle Ribera del Loira 60, 28042 Madrid, Spain ("Assignee") and Corpus Christi Liquefaction, LLC, a Delaware limited liability company whose principal place of business is located at 700 Milam St., Suite 800, Houston, TX 77002 ("CCL"). Assignor, Assignee and CCL are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

Heron Lake BioEnergy, LLC – Assignment and Amendment Agreement (September 16th, 2013)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT dated as of July 2, 2013 (the Amendment), is made and entered into by Gavilon, LLC (Assignor), Gavilon Global Ag Holdings, LLC (Assignee), and Heron Lake Bioenergy, LLC (Producer).

Jones Lang LaSalle Income Property Trust, Inc. – Assignment and Amendment Agreement (November 14th, 2011)

This Assignment and Amendment Agreement (this Agreement), is entered into as of the 14th day of November, 2011, by and among Bank of America Capital Advisors LLC (Bank of America Capital Advisors), LaSalle Investment Management, Inc. (LaSalle) and Jones Lang LaSalle Income Property Trust, Inc., formerly Excelsior LaSalle Property Fund, Inc. (the REIT).

Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM) and Nafta Rail, S.A. de C.V. (Nafta and together with KCSM, the Pledgors and each a Pledgor), Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the

Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among MTC Puerta Mexico, S. de R.L. de C.V. (MTC) and Highstar Harbor Holdings Mexico, S. de R.L. de C.V (HHH and together with MTC, the Pledgors and each a Pledgor), Vamos a Mexico, S.A. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meaning

Kansas City Southern de Mexico, S.A. de C.V. – Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM) and KCSM Holdings, LLC (KCSM Holdings and together with KCSM, the Pledgors and each a Pledgor), Arrendadora KCSM, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meanings asc

Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM), Arrendadora KCSM, S. de R.L. de C.V. (Arrendadora), Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (HHH), MTC Puerta Mexico, S. de R.L. de C.V. (MTC), and Vamos a Mexico, S.A. de C.V. (VAM and together with KCSM, Arrendadora, HHH and MTC, the Pledgors and each a Pledgor), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgor

Kansas City Southern de Mexico, S.A. de C.V. – Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM), Arrendadora KCSM, S. de R.L. de C.V. (Arrendadora), Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (HHH), MTC Puerta Mexico, S. de R.L. de C.V. (MTC), and Vamos a Mexico, S.A. de C.V. (VAM and together with KCSM, Arrendadora, HHH and MTC, the Pledgors and each a Pledgor), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgor

Kansas City Southern de Mexico, S.A. de C.V. – Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM) and Nafta Rail, S.A. de C.V. (Nafta and together with KCSM, the Pledgors and each a Pledgor), Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the

Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Kansas City Southern de Mexico, S.A. de C.V. (KCSM) and KCSM Holdings, LLC (KCSM Holdings and together with KCSM, the Pledgors and each a Pledgor), Arrendadora KCSM, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meanings asc

Kansas City Southern de Mexico, S.A. de C.V. – Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among MTC Puerta Mexico, S. de R.L. de C.V. (MTC) and Highstar Harbor Holdings Mexico, S. de R.L. de C.V (HHH and together with MTC, the Pledgors and each a Pledgor), Vamos a Mexico, S.A. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meaning

Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (HHH) and Nafta Rail, S.A. de C.V. (Nafta and together with HHH, the Pledgors and each a Pledgor), MTC Puerta Mexico, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meanings

Kansas City Southern de Mexico, S.A. de C.V. – Contract (October 3rd, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT dated September 30, 2011 (this Assignment and Amendment Agreement) entered into by and among Highstar Harbor Holdings Mexico, S. de R.L. de C.V. (HHH) and Nafta Rail, S.A. de C.V. (Nafta and together with HHH, the Pledgors and each a Pledgor), MTC Puerta Mexico, S. de R.L. de C.V. (the Company), Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, in its capacity as Original Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as original pledgee (hereinafter, the Substituted Pledgee), JPMorgan Chase Bank, N.A., as New Collateral Agent, acting on its own behalf and on behalf and for the benefit of the Secured Parties as new pledgee (hereinafter, together with its successors or assigns, the Substitute Pledgee, and together with the Pledgors, the Company and the Substituted Pledgee, the Parties) (capitalized terms used and not defined herein shall have the meanings

Breezer Ventures Inc. – Contract (April 14th, 2011)

ASSIGNMENT AND AMENDMENT AGREEMENT This AGREEMENT is made this 7th day of April, 2011, by and among Catalyst Capital Group, Inc., a California corporation ("Assignor") and Breezer Ventures, Inc., a Nevada corporation ("Assignee"). W I T N E S S E T H: WHEREAS, Firecreek Global, Inc. ("Firecreek") had a 93.75% working interest (70.341796% net revenue interest) in the Elma Jackson Lease (Texas Railroad Commission Lease Numbers 00757/11494), Callahan County, Texas (for depths above 100 feet below the top of the Ellenburger Formation and in certain areas, depths below 1,400 feet); and WHEREAS, Assignor, pursuant to an agreement between Assignor and Firecreek dated December 31, 2010 and attached hereto as Attachment A (the "Firecreek Agreement"), has the right to acquire: (a) an undivided 13/16th interest in and to Firecreek's right, title and interest in and to the following (collectively hereinafter referred to as the "Assets"): (i) Well #6 (API# 42-059-04612) together with the pr

Deep Down Inc. – Contract Assignment and Amendment Agreement (January 5th, 2011)

This CONTRACT ASSIGNMENT AND AMENDMENT AGREEMENT (this "Agreement"), is made and entered into as of December 31, 2010, by and among DEEP DOWN, INC., a corporation existing under the laws of Nevada ("Assignor"), CUMING FLOTATION TECHNOLOGIES, LLC, a Delaware limited liability company ("Assignee"), CUMING CORPORATION, a corporation existing under the laws of the Commonwealth of Massachusetts ("Cuming") and the stockholders of Cuming listed o n the signature pages hereof under the heading "Selling Stockholders" (collectively, the "Selling Stockholders"). Capitalized terms used herein but not defined shall have the meanings as set forth and defined in the Contribution Agreement (as defined below).

Mitel Networks – Second Lien Agency Assignment and Amendment Agreement (March 17th, 2010)

This SECOND LIEN AGENCY ASSIGNMENT AGREEMENT, dated as of November 30, 2009 (this Agreement), by and among, MORGAN STANLEY SENIOR FUNDING, INC. (MSSF), MORGAN STANLEY & CO. INCORPORATED (MS&Co, and together with MSSF, the Morgan Stanley Entities), the LENDERS party hereto (the Required Lenders) and The Bank of New York Mellon (BNY), and is acknowledged and agreed to by Mitel Networks, Inc. (the Parent) and Mitel US Holdings, Inc. (the Borrower). Reference is made to that certain Second Lien Credit Agreement, dated as of August 16, 2007 (as amended, restated or otherwise modified from time to time, the Credit Agreement), by and among the Parent, the Borrower, MSSF, as Administrative Agent thereunder (in such capacity, the Administrative Agent), MS&Co, as Collateral Agent thereunder (in such capacity, the Collateral Agent and together with Administrative Agent, the Agents), and the Lenders party thereto from time to time.

Mitel Networks – First Lien Agency Assignment and Amendment Agreement (March 17th, 2010)

This AGENCY ASSIGNMENT AGREEMENT, dated as of July 24, 2009 (this Agreement), by and among, MORGAN STANLEY SENIOR FUNDING, INC. (MSSF), MORGAN STANLEY & CO. INCORPORATED (MS&Co), and MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. (MSNS, and together with MSSF and MS&Co, the Morgan Stanley Entities) the LENDERS party hereto (the Required Lenders) and WILMINGTON TRUST FSB (Wilmington Trust), and is acknowledged and agreed to by Mitel Networks, Inc., Mitel US Holdings, Inc., Mitel (Delaware), Inc. formerly known as Inter-Tel (Delaware) Incorporated and successor in interest to Arsenal Acquisition Corporation, and Mitel Networks Corporation (collectively, the Borrowers). Reference is made to that certain First Lien Credit Agreement dated as of August 16, 2007, by and among the Borrowers, MSSF, as U.S. Administrative Agent thereunder (in such capacity, the U.S. Administrative Agent), MSNS, as the Canadian Administrative Agent thereunder (in such capacity, the Canadian Administrative Agent)

Postrock Energy Corp. – Assignment and Amendment Agreement (March 10th, 2010)

This ASSIGNMENT AND AMENDMENT AGREEMENT (this Agreement), by and among Quest Resource Corporation (QRC), PostRock Energy Corporation (PostRock), and David Lawler (Employee), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the Effective Date) (such transactions collectively, the Recombination), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated April 10, 2007 and thereafter amended (the Employment Agreement).

Postrock Energy Corp. – Assignment and Amendment Agreement (March 10th, 2010)

This ASSIGNMENT AND AMENDMENT AGREEMENT (this Agreement), by and among Quest Resource Corporation (QRC), PostRock Energy Corporation (PostRock), and Jack T. Collins (Employee), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the Effective Date) (such transactions collectively, the Recombination), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated December 3, 2007 and thereafter amended (the Employment Agreement).

Postrock Energy Corp. – Assignment and Amendment Agreement (March 10th, 2010)

This ASSIGNMENT AND AMENDMENT AGREEMENT (this Agreement), by and among Quest Resource Corporation (QRC), PostRock Energy Corporation (PostRock), and Richard Marlin (Employee), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the Effective Date) (such transactions collectively, the Recombination), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated March 21, 2007 (the Employment Agreement).

Postrock Energy Corp. – Assignment and Amendment Agreement (March 10th, 2010)

This ASSIGNMENT AND AMENDMENT AGREEMENT (this Agreement), by and among Quest Resource Corporation (QRC), PostRock Energy Corporation (PostRock), and Eddie LeBlanc (Employee), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the Effective Date) (such transactions collectively, the Recombination), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated December 7, 2009 (the Employment Agreement).

Ferrellgas Partners Finance Corp – Assignment and Amendment Agreement (November 6th, 2009)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this Assignment Agreement) is entered into as of the 20th day of May, 2009, by and between Falcon Asset Securitization Company LLC (Assignor), and JS Siloed Trust (Assignee or the Trust).

Ferrellgas Partners Finance Corp – Assignment and Amendment Agreement (September 28th, 2009)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this Assignment Agreement) is entered into as of the 20th day of May, 2009, by and between Falcon Asset Securitization Company LLC (Assignor), and JS Siloed Trust (Assignee or the Trust).

Wits Basin Precious Minerals Inc. – ASSIGNMENT AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF SUDAN Among LU BENZHAO (Seller A) and LU TINGLAN (Seller B) and MAANSHAN GLOBAL MINING RESOURCES LIMITED (Assignor) and CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee) and CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (BVI) Oct 29o 2008 Shanghai, the People's Republic of China (November 4th, 2008)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT ("Agreement") is executed on Oct 29, 2008 in Shanghai, the People's Republic of China ("China" or "PRC") by and between:

Analytical Surveys – Assignment and Amendment Agreement (March 26th, 2008)

ASSIGNMENT and AMENDMENT AGREEMENT (this "Agreement"), dated March 20, 2008 by and among the assignors listed on Schedule of Assignors attached hereto (the "Assignors"), ADH Ventures, LLC (the "Assignee") and Analytical Surveys, Inc., a Colorado corporation (the "Company").

Empire Water CORP – Assignment and Amendment Agreement (January 31st, 2008)

This Assignment and Amendment Agreement (the Agreement) is entered into as of December 21, 2007, by and among Basin Water Resources, Inc., a Delaware corporation (BWRI), and Empire Water Corporation, a Nevada corporation (Empire), Indian Hills Water Conservation Corporation, a California corporation (IHWCC), West Riverside Canal Company, a California corporation (West Riverside), West Riverside 350 Inch Water Company, a California corporation (350IWC, and together with West Riverside, the Water Companies), Henry C. Cox II, an individual (Cox) and John L. West, an individual (West, and together with IHWCC and Cox, the Seller Parties). BWRI, Empire, the Water Companies and the Seller Parties are sometimes referred to herein individually as a party or together as the parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Stock and Asset Purchase Agreement, dated as of May 10, 2007, by and among BWRI, on the one hand, and t

Incentra Solutions – Assignment and Amendment Agreement (January 4th, 2008)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this "Agreement") dated as of December 28, 2007 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company ("Assignor"); VALENS U.S. SPV I, LLC, a Delaware limited liability company ("Assignee"); INCENTRA SOLUTIONS, INC., a Nevada corporation ("Parent"), PWI TECHNOLOGIES, INC., a Washington corporation ("PWI"), MANAGEDSTORAGE INTERNATIONAL, INC., a Delaware corporation ("MSI"), INCENTRA SOLUTIONS INTERNATIONAL, INC., a Delaware corporation ("ISI"), INCENTRA SOLUTIONS OF CALIFORNIA, INC., a Delaware corporation ("ISC"), NETWORK SYSTEM TECHNOLOGIES, INC., an Illinois corporation ("NST"), TACTIX, INC., an Oregon corporation ("Tactix"), INCENTRA SOLUTIONS OF THE NORTHEAST, INC., a Delaware corporation ("ISN"), SALES STRATEGIES, INC., a New Jersey corporation ("SSI") and INCENTRA HELIO ACQUISITION CORP., a Delaware corporation ("Heli

ASSIGNMENT AND AMENDMENT AGREEMENT Dated as of June 27, 2006 (This Assignment and Amendment Agreement), Among LEVEL 3 FINANCING, INC., a Delaware Corporation (The Borrower); LEVEL 3 COMMUNICATIONS, INC., a Delaware Corporation of Which the Borrower Is a Wholly Owned Subsidiary (Level 3); The Financial Institutions and Other Entities That Have Delivered Existing Lender Signature Pages Hereto, in Their Respective Capacities as Parties to the Existing Credit Agreement Referred to Below (The Existing Lenders); The Continuing Lenders (As Defined Below) That Have Delivered Continuing Lender Signatur (June 30th, 2006)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2006 among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 COMMUNICATIONS FINANCING INC., the LENDERS party hereto, and MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent.

Emerge – Contract (January 27th, 2005)

ASSIGNMENT AND AMENDMENT AGREEMENT This Assignment and Amendment Agreement (the "Agreement") is made and entered into as of January 26, 2005 by and among STONE STREET ASSET MANAGEMENT, LLC, a Nevada limited liability corporation (the "Assignor"), CORNELL CAPITAL PARTNERS, L.P. (the "Assignee"), and LEHIGH ACQUISITION CORPORATION (the "Company"). NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the parties do hereby agree to as follows: 1. SECURED PROMISSORY NOTE. Assignor is the legal and beneficial owner of that certain Secured Promissory Note (the "Note") dated December 22, 2003 in the principal amount of One Million Four Hundred Thousand Dollar ($1,400,000) given by (the "Company") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers to Assignee the right to collect the entire princip

Assignment and Amendment Agreement (July 7th, 2004)

This Agreement is made as of the 30th day of June, 2004 between Heller Financial Canada (Heller), IKON Office Solutions, Inc. (the Seller), IKON Office Solutions Northern Ltd. (IKON Northern), and GE VFS Canada Limited Partnership (the Purchaser).

Maine & Maritimes Corporation – Assignment and Amendment Agreement (April 22nd, 2004)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this Amendment) is entered into as of October 3, 2003 by and between MAINE & MARITIMES CORPORATION (MAM): to wholly owned subsidiary MAINE PUBLIC SERVICE COMPANY (MPS) and JAMES NICHOLAS BAYNE (Officer) (Officer together with MAM and MPS, are collectively referred to as Parties herein).

Maine Public Service Co – Assignment and Amendment Agreement (March 30th, 2004)

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this Amendment) is entered into as of October 3, 2003 by and between MAINE & MARITIMES CORPORATION (MAM): to wholly owned subsidiary MAINE PUBLIC SERVICE COMPANY (MPS) and JAMES NICHOLAS BAYNE (Officer) (Officer together with MAM and MPS, are collectively referred to as Parties herein).

ImageWare Systems, Inc. – Consent to Assignment and Amendment Agreement (June 20th, 2003)

This Consent to Assignment and Amendment Agreement (Agreement) is made by and among ImageWare Systems, Inc. (Company), and L.F. Global Holdings, LLC (LF), and Laurus Master Fund, Ltd. (Laurus)(collectively, Purchaser) as of June 13, 2003 (Agreement Date).

Assignment and Amendment Agreement (May 24th, 2001)
Global Assignment and Amendment Agreement (August 10th, 1999)