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<br />C. On or about May 7, 2010, the Existing NEC Credit Agreement was amended
<br />and restated in its entirety pursuant to the terms of that certain Amended and Restated Credit
<br />and Guaranty Agreement dated as of May 7, 2010 among NEC, the guarantors party thereto,
<br />Existing NEC Lenders, CoBank, as a lender (together with the Existing NEC Lenders, each a
<br />"NEC Lender" and collectively, the "NEC Lenders"), and U.S. Bank, as agent for the NEC
<br />Lenders (in its capacity as agent, "NEC Agent") (together with all amendments, supplements,
<br />exhibits and modifications thereto, the "NEC Credit Agreement").
<br />D. On or about May 7, 2010, the Existing ICE Credit Agreement was amended
<br />and restated in its entirety pursuant to the terms of that certain Second Amended and Restated
<br />Credit and Guaranty Agreement dated as of May 7, 2010 among the ICE Borrowers, NEC, as
<br />a guarantor, and certain other guarantors party thereto, Existing ICE Lenders, CoBank, as a
<br />lender (together with the Existing ICE Lenders, each an "ICE Lender" and collectively,
<br />the "ICE Lenders"), and ICE Agent, as agent for the ICE Lenders (together with all
<br />amendments, supplements, exhibits and rnadifications thereto, the "ICE Credit Agreement").
<br />E. Existing NEC Lenders and Existing NEC Agent desires to assign to NEC
<br />Agent, for the benefit of NEC Lenders, all of their interests as beneficiary under each Deed of
<br />Trust.
<br />F. The parties further desire to confirm their intent that each Deed of Trust
<br />secures, among other things, the Lender Obligations as amended and restated by the NEC
<br />Credit Agreement and ICE Credit Agreement, and modify certain other provisions of each
<br />Deed of Trust.
<br />NOW, THEREFORE, for good and valuable consideration, the receipt and
<br />sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
<br />ASSIGNMENT
<br />1. Each Existing NEC Lender and Existing NEC Agent hereby irrevocably
<br />assigns, sets over, transfers and conveys to NEC Agent, for the benefit of NEC, effective as
<br />of the date first set forth above, all of such Existing NEC Lender's and Existing NEC Agent's
<br />right, title and interest as beneficiary under each Deed of Trust.
<br />2. NEC Lenders and NEC Agent each acknowledges and agrees that the
<br />assignment set forth in this Assignment and Agreement is made by Existing NEC Lenders
<br />and Existing NEC Agent without representation or warranty regarding any Deed of Trust,
<br />including without limitation the status of NEC's performance thereunder.
<br />Ex}11131"r A'r0 ASSIGNMENT AND AMF;NDMF.NT
<br />12187-5273/[.EGAL 18172921.1
<br />4/26/10
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