**Exhibit10.43**     This CONSENT AND AGREEMENT, dated as of September 1, 2006 (“Consent’”), is entered into by andamong ABITIBI CONSOLIDATED SALES CORP., a Delaware corporation (together with its permittedsuccessors and assigns, “Landlord”), COBANK, ACB, as lender and/or as agent for a group oflenders (in such capacity, and together with any successor agent or lender, “Lender”), and,solely in connection with Section 1.1(c) and Section 3 herein, SNOWFLAKE WHITE MOUNTAIN POWER, LLC,an Arizona limited liability company (“Tenant”).RECITALS     A. Landlord and Tenant have entered into the Ground Lease Agreement, dated as of September14, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to timein accordance with the terms thereof and hereof, the “Lease”). Capitalized terms usedherein but not defined herein have the meaning given in the Lease.     B. Tenant intends to develop, construct, install, test, own, operate and use the StorageFacility, the Sawmill Facility and the Power Facility (together, the “Project”).     C. In order to partially finance the Project and the acquisition of certain other assetsrelated thereto, Tenant has entered into that certain Credit Agreement, dated as of September 1,2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the“Credit Agreement”), between Lender and Tenant, Renegy, LLC and Renegy Trucking, LLC asco-borrowers (together with Tenant, the “Borrowers”), pursuant to which, among otherthings, Lender has extended commitments to make loans to, and for the benefit of, the Borrowers.     D. Pursuant to a security agreement executed by the Borrowers and Lender (as amended, amendedand restated, supplemented or otherwise modified from time to time, the “SecurityAgreement”) and a Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreementand Fixture Filing (“Mortgage” and, together with the Security Agreement, the“Collateral Documents”), Tenant has agreed, among other things, to assign, as collateralsecurity for its obligations under the Credit Agreement and related documents (collectively, the“Credit Documents”), all of its right, title and interest in, to and under the Lease andthe Project to Lender.AGREEMENT          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto agree as follows:1. Assignment and Agreement.     1.1 Consent to Assignment. Landlord (a) acknowledges that Lender has entered into orwill enter into the Credit Agreement and has made or will make the extensions of creditcontemplated thereby in reliance upon the execution and delivery byLandlord of the Lease and thisConsent, (b) consents to the collateral assignment under the Collateral Documents of all ofTenant’s right, title and interest in, to and under the Lease (collectively, the “AssignedInterests”) and (c) acknowledges the right of Lender, upon written notice to Landlord, to makeall demands, give all notices, take all actions and exercise all other rights of Tenant under theLease (and Tenant agrees that Landlord may conclusively rely on such notices and exercise ofrights as if given and exercised by Tenant).     1.2 Subsequent Owner. If Lender notifies Landlord in writing that it has assigned,foreclosed or sold the Assigned Interests or any portion thereof, then (a) Lender or any QualifiedPurchaser of the Assigned Interests (each, a “Subsequent Owner”), shall be substituted forTenant under the Lease and (b) Landlord shall (i) recognize the Subsequent Owner as itscounterparty under the Lease and (ii) continue to perform its obligations under the Lease in favorof the Subsequent Owner; in each case (a) and (b) provided that such Subsequent Owner has assumedin writing all of Tenant’s rights and obligations and cured any then existing payment andperformance defaults under the Lease, other than performance defaults which by their nature areincapable of being cured by performance or payment of damages. Existence of any Subsequent Owneras a result of Lender’s exercise of remedies, including by
 

 
deed in lieu of foreclosure, shall not be considered a “Transfer” for purposes of Section 22 of theLease. For purposes of this Section 1.2, “Qualified Purchaser” means any entity that hassubstantial experience in owning or operating power generation facilities and has at least$25,000,000 net worth or is approved by Landlord, but expressly excludes a Person engaged in pulpand paper operations or is a public service corporation. Upon any assignment by Lender of theAssigned Interests to a Qualified Purchaser, Lender shall be released from any further liabilityunder the Lease.     1.3 No Assignment, Termination. Landlord agrees that it shall not, without the priorwritten consent of Lender, terminate, cancel or suspend its performance under the Lease (unless ithas given Lender notice and an opportunity to cure in accordance herewith and with Section 28.3.2of the Lease). If any transfer of Landlord’s obligations under the Lease pursuant to Section 24 ofthe Lease would result in an entity other than Landlord operating the Power Facility, Landlordshall provide to Lender in writing the confirmation that “the transferee has the ability andresources to fulfill the Operations Provisions” as provided in such Section 24, together with anexplanation of the basis for such conclusion.     1.4 Replacement Lease. In the event there is to be a New Lease as provided in Section28.3.5 of the Lease (“New Lease”), the Lender or its successors and assigns shall not berequired to cure performance defaults by Tenant which by their nature are incapable of being curedby performance or payment of damages.     1.5 Limitations on Liability. Landlord acknowledges and agrees that Lender shall nothave any liability or obligation under the Lease as a result of this Consent, the CollateralDocuments or otherwise, nor shall Lender be obligated or required to (a) perform any of Tenant’sobligations under the Lease, except if Lender has assumed Tenant’s rights and obligations underthe Lease pursuant to Section 1.2 above or has entered into a New Lease, or (b) take any action tocollect or enforce any claim assigned under the Collateral Documents. If Lender has assumedTenant’s rights and obligations under the Lease pursuant to Section 1.2 above or has entered intoa New Lease, Lender’s liability to Landlord under the Lease or New Lease, and the sole recourse ofLandlord in seeking enforcement of the obligations under such agreements, shall be limited to theinterest of Lender in the Project.     1.6 Delivery of Notices. Landlord shall deliver to Lender, concurrently with thedelivery thereof to Tenant, a copy of each notice, copy, request or demand given by Landlord to Tenant pursuant to theLease relating to (a) a default by Tenant under the Lease, (b) any information provided to Tenantunder Section 24 of the Lease, including notice of a “Landlord Transfer” as defined therein, and(c) any matter that would require the consent of Lender pursuant to Section 1.3 of this Consent.     1.7 Nondisturbance Agreement. Landlord shall cause any mortgagee contemplated bySection 28.1 of the Lease to agree as part of the subordination, non-disturbance and attornmentagreement contemplated by such section, that the terms of this Consent shall continue in fullforce and effect and be binding on such mortgagee.2. Representations and Warranties of Landlord.     (a) Landlord hereby represents and warrants that the representations and warranties ofLandlord set forth in Sections 5 of the Lease (other than Section 5.9 thereof) are true andcorrect as of the date hereof, provided that references to the Lease in Sections 5.1 and 5.2 ofthe Lease shall be deemed to include this Consent, and the reference in the last sentence of suchSection 5 to “John McKee” shall be deemed to refer to John McKee and those management personnel atthe Paper Mill who report directly to John McKee.     (b) To the best of Landlord’s knowledge, neither Landlord nor Tenant is in default of any ofits obligations under the Lease.     (c) The Lease and this Consent are the only agreements between Tenant and Landlord withrespect to the Project, and to Landlord’s knowledge all of the conditions precedent toeffectiveness under the Lease have been satisfied or waived.
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3.   Amendment of Lease. Landlord and Tenant agree that the Lease shall be amended asfollows (withcapitalized terms not otherwise defined herein having the meaning given in the Lease and sectionreferences referring to sections of the Lease):     (a) Notwithstanding that Section 2.1 provides that the term thereof begins on the“Commencement Date”, Tenant and its affiliates shall be entitled to enter into and possess theReal Property and have all related rights of access and use of the Real Property from and afterthe date of the Lease.     (b) The word “Tenant” as used in the Lease in the context of Tenant’s rights of possession anduse, but not in respect of any obligations of Tenant, shall be deemed to include any affiliate ofTenant in connection with Sawmill and fuel operations, including, without limitation, Renegy, LLCand Renegy Trucking, LLC. In the context of any obligations of “Tenant” under the Lease relating touse of the Real Property, Tenant shall be responsible for ensuring compliance by any suchaffiliates with the terms of the Lease; and for purposes of Section 12.1 shall indemnify Landlordas if such affiliate were Tenant.     (c) The word “cause” in the fourth line of Section 3.2 is hereby deleted and replaced withthe word “course”. The reference in Section 18.1.1 to “Section 18.1.2” is hereby deletedand replaced with “Section 18.1”.     (d) The number “180” in the eighth line of Section 4.2 is hereby deleted and replaced withthe number “365.”     (e) The following sentence is hereby added to the end of Section 4.8:Should Landlord plan to terminate Paper Mill operations, Landlord shall provideTenant (i) 180 days notice of such termination or, if impossible, as much notice aspossible and (ii) an easement on such portions (if any) of the Abitibi Land asshall be necessary to support replacement infrastructure required for Tenant toprovide itself the utilities described in Section 4.6.     (f) Landlord acknowledges that it will dispose of Facility Waste on Landlord’s property solong as commercially reasonable. This provision shall not obligate Landlord to expand Landlord’sexisting landfill to accommodate the disposal of Facility Waste.     (g) The word “Seller’s” in the last line of Section 5.12 is hereby deleted and replaced withthe word “Landlord’s”.     (h) Section 12 is hereby amended to (i) amend Section 12.2 to add the words “and Section12.5 below after the words “Section 12.1 above,” (ii) amend Section 12.4 to add the words “andSection 12.5 below” after words “Section 12.3 above,” (iii) renumber Section 12.5as 12.6; and (iv) include the following as new Section 12.5:     12.5 Environmental Indemnification. Landlord shall be liable for, andshall indemnify, defend and hold harmless Tenant Parties from and against any andall Environmental Damages to the extent arising directly or indirectly out of anypast, present or future violation by Landlord of any Environmental Law in or aboutthe Real Property or the Abitibi Land. Tenant shall be liable for, and shallindemnify, defend and hold harmless Landlord Indemnified Parties from and againstany and all Environmental Damages to the extent arising directly or indirectly outof violation by Tenant of any Environmental Law in or about the Real Property orthe Abitibi Land. The provisions of this Section 12 survive the expirationor termination of this Lease.     (i) Section 27 is hereby amended by inserting “(a)” after the word “that” in the first linethereof andadding the following at the end thereof:and (b) it hereby grants to Tenant easements on, over, across or under the portionof Landlord’s property described on Exhibit B (the “Abitibi Land”) (other than theReal Property) to the extent such are reasonably necessary for the construction,installation, testing, ownership, operation and use of the Power Facility and otherImprovements on the Real Property, including, without
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limitation, easements or rights of way necessary for Tenant to interconnect toLandlord’s natural gas supply facilities and the Substation or to other supplyfacilities and the Substation or to other sources of natural gas or electricalsubstations as well as access easements for ingress and egress to the PowerFacility, the Storage Facility and the Sawmill Facility and, for a period endingJuly 31, 2008, to lay down and store for later use equipment, materials andvehicles for construction of the Power Facility. Nothing in this Section 27shall obligate Landlord to grant Tenant access to or the right to use any ofLandlord’s equipment, systems, buildings or improvements.     j) The word “[Comerica]” in Section 28.3.1 is hereby replaced with “CoBank, ACB, as agent”.     (k) The first two sentences of Section 28.3.2 are hereby replaced with the following:Landlord hereby agrees that, should Tenant default in the performance of any of itsobligations hereunder, it will not terminate or suspend its performance under theLease or assert against any of the Equipment or Improvements, any statutory,contractual, possessory, or other liens, including, without limitation, rights tolevy or distraint for rent, it may have or assert under this Lease until Landlordhas first given Lender (a) written notice of the default under the Lease or otherevent creating such lien and (b) at least 30 days (or if such default is anonmonetary default, such longer period as may be required so long as Lender hascommenced and is diligently pursuing appropriate action to cure such default, butin no event in excess of 120 days from receipt of such notice to either cure orcause Tenant to cure such default.     (1) Section 28.3.3 shall be amended to include the following:CoBank, ACB