Consent And Agreement Sample Contracts

Consent and Agreement of Guarantor (August 20th, 2018)

With respect to that certain Ninth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of August 17, 2018 as follows:

Strainwise, Inc. – Landlord's Consent and Agreement to Assignment (June 19th, 2018)

This Landlord's Consent and Agreement to Assignment ("Agreement") is made as of the 31st day of January 2018, among KALYX COLORADO 695 BRYANT LLC, a Colorado limited liability company ("Landlord"), STRAINWISE, INC., a Colorado corporation ("Assignor"), and CORRIDOR 70 LLC, a Colorado limited liability company ("Assignee").

Jagged Peak Energy Inc. – Limited Consent and Agreement (May 10th, 2018)

This Limited Consent and Agreement (this "Agreement") dated as of April 20, 2018 (the "Effective Date"), is among Jagged Peak Energy LLC, a Delaware limited liability company (the "Borrower"), Jagged Peak Energy Inc., a Delaware corporation (the "Guarantor"), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") and as issuing lender (in such capacity, the "Issuing Lender"), the Lenders (as defined below), the Assignors (as defined below), and the Assignees (as defined below).

Broadstone Net Lease Inc – Consent and AGREEMENT REGARDING Commitment Increases AND ADDITIONAL TERM LOANS (November 27th, 2017)

THIS CONSENT AND AGREEMENT REGARDING commitment increases AND ADDITIONAL TERM LOANS (this "Agreement") dated as of November 20, 2017, is executed by the Lenders (as defined below) party hereto, U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), RAYMOND JAMES BANK, N.A. ("Raymond James" and, together with U.S. Bank, each a "New Lender" and collectively, the "New Lenders"), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"), BROADSTONE NET LEASE, LLC (the "Borrower") and BROADSTONE NET LEASE, INC. (the "Parent").

Consent and Agreement of Guarantor (August 29th, 2017)

With respect to that certain Eighth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of August 29, 2017 as follows:

Consent and Agreement of Guarantor (June 1st, 2017)

With respect to that certain Seventh Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of May 31, 2017 as follows:

Consent and Agreement of Guarantor (March 3rd, 2017)

With respect to that certain Sixth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of February 28, 2017 as follows:

Quantenna Communications Inc – LANDLORDS CONSENT AND AGREEMENT (Sublease) (September 29th, 2016)

This Landlord's Consent and Agreement (the "Consent") is attached to that certain Sublease Agreement (the "Sublease"), dated March 18, 2014 for reference purposes, by and between DCG SYSTEMS, INC., a Delaware corporation ("Sublessor") and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation ("Sublessee"), by which Sublessor subleases approximately 5,000 square feet of space (the "Subleased Premises") at 3400 West Warren Avenue, Fremont, California (the "Building"), to Sublessee. The Subleased Premises is more specifically described in the Sublease. Capitalized terms used in this Consent and not otherwise defined herein shall have meaning set forth in the Sublease.

Quantenna Communications Inc – LANDLORDS CONSENT AND AGREEMENT (Sublease) (July 13th, 2016)

This Landlord's Consent and Agreement (the "Consent") is attached to that certain Sublease Agreement (the "Sublease"), dated March 18, 2014 for reference purposes, by and between DCG SYSTEMS, INC., a Delaware corporation ("Sublessor") and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation ("Sublessee"), by which Sublessor subleases approximately 5,000 square feet of space (the "Subleased Premises") at 3400 West Warren Avenue, Fremont, California (the "Building"), to Sublessee. The Subleased Premises is more specifically described in the Sublease. Capitalized terms used in this Consent and not otherwise defined herein shall have meaning set forth in the Sublease.

Quantenna Communications Inc – LANDLORDS CONSENT AND AGREEMENT (Sublease) (July 8th, 2016)

This Landlord's Consent and Agreement (the "Consent") is attached to that certain Sublease Agreement (the "Sublease"), dated March 18, 2014 for reference purposes, by and between DCG SYSTEMS, INC., a Delaware corporation ("Sublessor") and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation ("Sublessee"), by which Sublessor subleases approximately 5,000 square feet of space (the "Subleased Premises") at 3400 West Warren Avenue, Fremont, California (the "Building"), to Sublessee. The Subleased Premises is more specifically described in the Sublease. Capitalized terms used in this Consent and not otherwise defined herein shall have meaning set forth in the Sublease.

Trans Energy – Consent and Agreement (July 8th, 2016)

This CONSENT AND AGREEMENT (this Consent) dated as of April 27, 2015, is made among AMERICAN SHALE DEVELOPMENT, INC. (Borrower), the lenders party hereto (the Lenders), and Morgan Stanley Capital Group Inc. (in its capacity as administrative agent, the Administrative Agent).

Consent and Agreement of Guarantor (May 24th, 2016)

With respect to that certain Fifth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of May 24, 2016 as follows:

Shenandoah Telecommunications Co – CONSENT AND AGREEMENT (CoBank / Shenandoah Personal Communications, LLC) (May 6th, 2016)

This Consent and Agreement (this "Consent and Agreement") is entered into as of May 6, 2016, between SPRINTCOM, INC., a Kansas corporation ("Sprint"), SPRINT SPECTRUM L.P., a Delaware limited partnership ("Sprint Spectrum"), SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware limited partnership ("Sprint Communications"), WIRELESSCO, LLC., a Delaware limited company ("WirelessCo"), APC PCS, LLC, a Delaware limited liability company ("APC"), PhillieCo, LLC., a Delaware limited liability company ("PhillieCo"; and together with Sprint, Sprint Spectrum, Sprint Communications, WirelessCo APC and PhillieCo, collectively, the "Sprint Parties"), and COBANK, ACB, as administrative agent (together with any successors thereof in accordance with the Credit Agreement hereinafter described, "Administrative Agent") for the Secured Parties under that certain Credit Agreement among Shenandoah Telecommunications Company, a Virginia corporation ("Borrower"), each subsidiary of Borrower that is or hereafter b

AGREEMENT AND WRITTEN CONSENT OF STOCKHOLDERS OF WRH, INC. PURSUANT TO SECTION 228(a) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THIS "STOCKHOLDER CONSENT AND AGREEMENT") January 6, 2016 (February 12th, 2016)

WHEREAS, WRH, Inc., a Delaware corporation (the "Corporation") has entered into the Agreement and Plan of Merger (the "Merger Agreement") on the date of this Stockholder Consent and Agreement by and among Charles River Laboratories International, Inc., a Delaware corporation ("Buyer"), Pretzel Acquisition Corporation, a Delaware corporation ("Merger Sub") and, solely in its capacity as the Stockholders' Representative in accordance with the terms of the Merger Agreement, American Capital Equity III, LP, a Delaware limited partnership;

AMENDMENT TO THE THIRTY-SEVENTH ASSIGNMENT OF Availability AGREEMENT, CONSENT AND AGREEMENT (October 2nd, 2015)

This Amendment, dated as of September 18, 2015, to the Thirty-seventh Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as the "Thirty-seventh Assignment of Availability Agreement"), dated as of September 1, 2012, is made by and among System Energy Resources, Inc. (formerly Middle South Energy, Inc.) (the "Company"), Entergy Arkansas, Inc., formerly Arkansas Power & Light Company ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company), Entergy Louisiana, LLC, formerly Louisiana Power & Light Company ("Entergy Louisiana"), Entergy Mississippi, Inc., formerly Mississippi Power & Light Company ("Entergy Mississippi"), Entergy New Orleans, Inc., formerly New Orleans Public Service Inc. ("Entergy New Orleans") (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a "System Operating Company" and collectively, the "System Operating Comp

Pedevco Corp. – Consent and Agreement (September 1st, 2015)

Reference is made to that certain Note Purchase Agreement, dated March 7, 2014 (the "NPA"), by and among BRe BCLIC Primary, BRe BCLIC Sub ("BCLIC Sub"), BRe WNIC 2013 LTC Primary ("WNIC Primary"), BRe WNIC 2013 LTC Sub ("WNIC Sub") and RJ Credit LLC ("RJC") (collectively, the "Purchasers"), BAM Administrative Services LLC, as agent for the Investors (the "Agent"), and PEDEVCO Corp. (the "Company"), pursuant to which the Company issued Senior Secured Promissory Notes to each of the Purchasers (collectively, but excluding the Heartland Note as defined below, the "Notes"). On March 19, 2015, BRe WNIC 2013 LTC Primary transferred a portion of its Note to Heartland Bank ("Heartland") and the Company reissued a replacement note to Heartland (the "Heartland Note"). On April 1, 2015, BRe BCLIC Primary transferred the entirety of its Note to Senior Health Insurance Company of Pennsylvania ("SHIP" and, collectively with the Purchasers and Heartland, the "Investors"). Reference is also made to

Acknowledgment of First Lien Guarantors (June 4th, 2015)

THIS ACKNOWLEDGMENT OF FIRST LIEN GUARANTORS (this "Acknowledgment"), dated as of May 31, 2015, is made by FULL HOUSE SUBSIDIARY, INC., a Delaware corporation, FULL HOUSE SUBSIDIARY II, INC., a Nevada corporation, GAMING ENTERTAINMENT (INDIANA) LLC, a Nevada limited liability company, GAMING ENTERTAINMENT (NEVADA), LLC, a Nevada limited liability company, STOCKMAN'S CASINO, a Nevada corporation, SILVER SLIPPER CASINO VENTURE, LLC, a Delaware limited liability company (each a "Guarantor" and collectively, the "Guarantors") in favor of CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Trustee for the Lender Parties (as defined in the Credit Agreement) (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Consent and Agreement of Guarantor (April 2nd, 2015)

With respect to that certain Fourth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of March 31, 2015 as follows:

Pulse Network – Subsidiary Consent and Agreement (October 14th, 2014)

This SUBSIDIARY CONSENT AND AGREEMENT (the "Consent") is dated effective as of the 3rd day of October, 2014, by YOU EVERYWHERE NOW, LLC, a limited liability company organized under the laws of the State of California, VOICEFOLLOWUP, LLC, a limited liability company organized under the laws of the State of California, and TRAFFIC GEYSER, LLC, a limited liability company organized under the laws of the State of California (collectively, the "Acquired Entities"), for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the "Lender").

Third Amendment to Credit Agreement (August 21st, 2014)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this Amendment) is made as of July 10, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (Borrower), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

Second Amendment to Credit Agreement (August 21st, 2014)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is made as of May 8, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (Borrower), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

Consent and Agreement (October 15th, 2013)

THIS CONSENT AND AGREEMENT dated as of October 9, 2013 (this Agreement), is entered into among UNIFIED GROCERS, INC., INC., a California corporation (the Borrower), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (in such capacity, Administrative Agent).

Consent and Agreement (August 14th, 2013)

CONSENT AND AGREEMENT, dated as of June 7, 2013 (this Agreement), to the Credit Agreement, dated as of May 24, 2012 (as amended, amended and restated, modified or supplemented from time to time prior to the date hereof, the Credit Agreement), among EPE Holdings LLC, a Delaware limited liability company (Holdings), EP Energy LLC (f/k/a Everest Acquisition LLC), a Delaware limited liability company and a wholly owned subsidiary of Holdings (the Borrower), the banks, financial institutions and other lending institutions from time to time parties as lenders thereto (each a Lender and collectively, the Lenders), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as collateral agent for the Lenders, the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party thereto.

Consent and Agreement to Senior Secured Revolving Credit Facility Agreement (April 12th, 2013)

Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Credit Agreement"), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the "Borrower"), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the "Guarantor" and together with Borrower, the "Credit Parties"), and (iii) TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the "Lender"). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in

Consent and Agreement to Senior Secured Revolving Credit Facility Agreement (April 12th, 2013)

Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Credit Agreement"), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the "Borrower"), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the "Guarantor" and together with Borrower, the "Credit Parties"), and (iii) TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the "Lender"). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in

Consent and Agreement to Amended and Restated Revolving Promissory Note (April 12th, 2013)

Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Promissory Note"), issued pursuant to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Credit Agreement"), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the "Borrower"), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the "Guarantor" and together with Borrower, the "

Consent and Agreement (April 12th, 2013)

Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Promissory Note"), issued pursuant to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the "Credit Agreement"), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the "Borrower"), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the "Guarantor" and together with Borrower, the "

Genworth Holdings, Inc. – Consent and Agreement to Become a Party to Restated Tax Matters Agreement (April 5th, 2013)

The parties to that certain Restated Tax Matters Agreement, dated February 1, 2006, among General Electric Company, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth Holdings, Inc., prior to the date hereof known as Genworth Financial, Inc. (Old Genworth), as interpreted in accordance with the letter agreement among the above referenced parties dated December 11, 2012 (the Tax Matters Agreement), hereby consent and agree to Genworth Financial, Inc., prior to the date hereof known as Sub XLVI, Inc. (New Genworth), becoming a party to the Tax Matters Agreement and New Genworth hereby agrees to become a party to the Tax Matters Agreement and to assume, jointly and severally with Old Genworth, all of the rights, obligations, duties, and responsibilities of Old Genworth thereunder, all effective as of the date hereof or, if earlier, the date upon which New Genworth becomes the corporate parent of the group of companies of which Genworth Hol

Consent and Agreement to Become a Party to Restated Tax Matters Agreement (April 1st, 2013)

The parties to that certain Restated Tax Matters Agreement, dated February 1, 2006, among General Electric Company, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth Holdings, Inc., prior to the date hereof known as Genworth Financial, Inc. (Old Genworth), as interpreted in accordance with the letter agreement among the above referenced parties dated December 11, 2012 (the Tax Matters Agreement), hereby consent and agree to Genworth Financial, Inc., prior to the date hereof known as Sub XLVI, Inc. (New Genworth), becoming a party to the Tax Matters Agreement and New Genworth hereby agrees to become a party to the Tax Matters Agreement and to assume, jointly and severally with Old Genworth, all of the rights, obligations, duties, and responsibilities of Old Genworth thereunder, all effective as of the date hereof or, if earlier, the date upon which New Genworth becomes the corporate parent of the group of companies of which Genworth Hol

Consent and Agreement of Guarantor (March 27th, 2013)

With respect to that certain Third Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of March 25, 2013 as follows:

RAAM Global Energy Co – Second Amendment to Fourth Amended and Restated Credit Agreement (March 11th, 2013)

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is dated as of March 5, 2013 but effective on the Effective Date (as defined below), by and among Century Exploration New Orleans, LLC, a Delaware limited liability company, Century Exploration Houston, LLC, a Delaware limited liability company, and Century Exploration Resources, LLC, a Delaware limited liability company (each herein called a Borrower, and collectively, the Borrowers), Union Bank, N.A., individually and as administrative agent (Administrative Agent), and the Lenders party to the Original Agreement defined below (Lenders).

Thirty-Seventh Assignment of Availability Agreement, Consent and Agreement (February 27th, 2013)

This Thirty-seventh Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as "this Assignment"), dated as of September 1, 2012, is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc., ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, LLC ("Entergy Louisiana"), Entergy Mississippi, Inc. ("Entergy Mississippi"), and Entergy New Orleans, Inc. ("Entergy New Orleans") (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a "System Operating Company" and collectively, the "System Operating Companies") and The Bank of New York Mellon (successor to United States Trust Company of New York), as trustee (the "Trustee").

Consent and Agreement (November 5th, 2012)

This CONSENT AND AGREEMENT (this "Consent and Agreement") dated as of December 20, 2002 is entered into by and among MISSISSIPPI LIGNITE MINING COMPANY , a Texas joint venture between The North American Coal Corporation and its wholly owned subsidiary, Red Hills Property Company L.L.C. (the "Contracting Party"), CHOCTAW GENERATION LIMITED PARTNERSHIP , a limited partnership duly organized and validly existing under the laws of the State of Delaware (the "Project Company") , SE CHOCTAW , L.L.C., a limited liability company duly organized and validly existing under the laws of the State of Delaware, (the "Owner Lessor") , and CITIBANK , N.A., in its capacity as Lease Indenture Trustee under the Lease Indenture referred to below (together with its successors in such capacity, the "Lease Indenture Trustee").

Thirteenth Amendment to First Amended and Restated Loan and Security Agreement (September 20th, 2012)

THIS THIRTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (herein called this Amendment) made as of the 19th day of September, 2012 by and between Priority Fulfillment Services, Inc. (Borrower) and Comerica Bank (Bank),

Shenandoah Telecommunications Co – CONSENT AND AGREEMENT (CoBank / Shenandoah Personal Communications, LLC) (September 17th, 2012)

This Consent and Agreement (this "Consent and Agreement") is entered into as of September 14, 2012, between SPRINT SPECTRUM L.P., a Delaware limited partnership ("Sprint Spectrum"), SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware limited partnership ("Sprint Communications"), WIRELESSCO, L.P., a Delaware limited partnership ("WirelessCo"), APC PCS, LLC, a Delaware limited liability company ("APC"), PhillieCo, L.P., a Delaware limited partnership ("PhillieCo"; and together with Sprint Spectrum, Sprint Communications, WirelessCo and APC, collectively, the "Sprint Parties"), and COBANK, ACB, as administrative agent (together with any successors thereof in accordance with the Credit Agreement hereinafter described, "Administrative Agent") for the Secured Parties under that certain Credit Agreement among Shenandoah Telecommunications Company, a Virginia corporation ("Borrower"), each subsidiary of Borrower that is or hereafter becomes a party to the Credit Agreement as a guarantor of the Se