**Exhibit 10.17**          ThisCONSENT AND AGREEMENT, dated as of September 1, 2006 (this“Consent”), is entered intoby and among SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWERDISTRICT (“SRP”), an Arizonaagricultural improvement district (together with its permitted successors and assigns), COBANK,ACB, as lender (in its capacity as Administrative Agent under the Credit Agreement describedbelow), (“Lender”), and SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liabilitycompany (“Borrower”), SRP, Lender and Borrower may be referred to individually as “Party”and collectively as “Parties.”RECITALS          A. In order to partially finance the development, construction, installation, financing,operation and maintenance of a power plant located in Snowflake, Arizona (the “Project”)and the acquisition of certain other assets related thereto, Snowflake White Mountain Power, LLC(the “Borrower”), Renegy Trucking, LLC, as co-borrower and Renegy, LLC, as co-borrower,have entered into a Credit Agreement with Lender (the “Credit Agreement”). Borrower andLender have also entered into a security agreement (the “Security Agreement”), under whichBorrower has agreed to assign its interest under the Assigned Agreement (as defined below) toLender as collateral for the loan under the Credit Agreement.          B. SRP and Borrower have entered into that certain Second Amended and Restated RenewableEnergy Purchase and Sale Agreement, dated as of August 18, 2006 (as amended, amended and restated,supplemented or otherwise modified from time to time in accordance with the terms thereof andhereof, the “Assigned Agreement”).          C. Pursuant to the Personal Guarantee Agreement, dated as of August 21, 2006 (“PersonalGuarantee Agreement”), SRP and Robert M. Worsley and Christi M. Worsley, whom are providing apersonal guarantee under the Assigned Agreement (the “Personal Guarantors”), have agreedthat the Personal Guarantors shall maintain a net worth of as least $35 million during the term ofthe Personal Guarantee Agreement.AGREEMENT          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, and intending to belegally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreementto the contrary, as follows:     1. Assignment and Agreement.          1.1 Consent to Assignment. SRP consents to the collateral assignment under theSecurity Agreement of all of Borrower’s right, title and interest in, to and under the AssignedAgreement, including, without limitation, all of Borrower’s rights to receive payment and allpayments due and to become due to Borrower under or with respect to the Assigned Agreement(collectively, the “Assigned Interests”) and acknowledges the right of Lender, inexercising its remedies, to exercise all rights of Borrower under the Assigned Agreement.          1.2 Substitution. SRP agrees that, if Lender notifies SRP in writing that, pursuant tothe Security Agreement, it has succeeded Borrower as the “Seller” under the Assigned Agreement,then Lender shall be substituted for Borrower under the Assigned Agreement. If Lender proposes atransfer of its interest in the Assigned Agreement to a prospective purchaser of the Project, suchtransfer shall only be made to a Qualified Purchaser. For purposes of this Section 1.2,“Qualified Purchaser” means an entity that at the time of the transfer (a) has thefinancial means to operate and maintain the Project and perform its obligations under the AssignedAgreement, (b) has, or has entered into contracts for operation of the Project with a person thathas, substantial experience in owning or operating power generation facilities, and (c) has met allapplicable requirements for operating the Project in a manner consistent with all operatingagreements, the requirements of
 

 
the Western Electricity Coordinating Council and any other regulatory schemes that may be ineffect at the time of the transfer. Lender will provide to SRP information as to thequalifications of potential QualifiedPurchasers, and SRP agrees to respond promptly as to whether it agrees that a particularsuch person is a Qualified Purchaser (with the understanding that contracts described inclause (b) above may not yet have been entered into if a potential purchaser is merelyconducting due diligence, but the nature of the contracts would be described to SRP, andthe further understanding that in such an instance, SRP’s agreement shall be subject tothe provision of evidence satisfactory to SRP that final contracts for operation of theproject have been executed).     At the time of the transfer the Qualified Purchaser shall have, or shall haveprovided a guaranty in form and substance reasonably acceptable to SRP, from a person orentity (the “Credit Support Provider”) which has (1) a rating of BB- or higher byS&P and Ba3 or higher by Moody’s for its long term unsecured debt obligations and shallhave provided its (or, as applicable, the Credit Support Provider’s) current auditedannual and most recent unaudited quarterly financial statements to SRP showing a minimumnet worth of $35 million or (2) provided an irrevocable, transferable, standby letter ofcredit, in a form acceptable to SRP, from a bank or trust company with a combined capitaland surplus of at least $ 1 billion and whose long-term unsecured senior debt is rated atleast “A-” by S&P and “A3” by Moody’s or (3) such other collateral or security as SRP mayrequire. The Qualified Purchaser’s obligation under clause (2) above shall be limited toproviding a letter of credit or other collateral or security in an amount equal to thelesser of (i) a reasonable estimate of the damages that SRP would be entitled to recoverin accordance with Article 8(c) of the Assigned Agreement or (ii) $35 million. Upon thetransfer the Qualified Purchaser shall assume all the rights and obligations of the Sellerunder the Assigned Agreement, including but not limited to the Creditworthinessrequirements in Article 15 (j)(ii) and (iii). Upon request of SRP, the Qualified Purchaseror, as applicable, the Credit Support Provider, shall provide to SRP its annual auditedand quarterly unaudited financial statements showing a minimum net worth of $35 million.          1.3 Consent to Letter of Credit. SRP agrees that, should the net worth of thePersonal Guarantors fall below $35 million during the term of the Personal GuaranteeAgreement, it shall (i) providewritten notice to Borrower and Lender when such threshold has been breached and (ii) provideauthority forLender to cure such breach with a letter of credit issued by or confirmed by aninstitution meeting the requirements set forth inSection 15(j)(i)(1) of the AssignedAgreement, in a stated amount equal to the difference, at the time of assessment, between$35 million and the Personal Guarantors’ then current net worth. The assessment of theamount of the letter of credit adjustment shall, upon request of either SRP or Lender, bemade quarterly, based on the financial information supplied by Borrower to SRP, or ifBorrower has failed to provide such information in a timely manner, any other informationavailable to or assumptions reasonably made by SRP.          1.4 Right to Cure. If Borrower defaults in the performance of any of itsobligations under the Assigned Agreement, or upon the occurrence or non-occurrence of anyevent or condition under the Assigned Agreement which would immediately or with thepassage of any applicable grace period or the giving of notice, or both, enable SRP toterminate or suspend its performance under the Assigned Agreement (each hereinafter an“Event of Default”), SRP shall not terminate or suspend its performance under the AssignedAgreement until it first gives written notice of such default to Lender and affords Lendera period of 30 days from receipt of such notice to cure such default. If possession ofthe Project is necessary for Lender to cure Borrower’s Event of Default and Lendercommences foreclosure proceedings against Borrower within thirty (30) days of receivingnotice of such Event of Default from SRP, Lender shall be allowed a reasonable additionalperiod to complete such foreclosure proceedings, such period not to exceed ninety (90)days. In the event Lender or a Qualified Purchaser succeeds to Borrower’s interest in theProject, Lender shall cure, or cause Qualified Purchaser to cure, any and all Events ofDefault of the Borrower in existence under the Assigned Agreement at the time which arecapable of being cured and which are not personal to the Borrower. If deliveries ofelectric power and energy and associated environmental attributes are interrupted duringany of the aforesaid cure periods, Lender shall compensate SRP for the cost ofreplacement power as follows. If the amount delivered to SRP from the Project during anymonth (or prorated portion thereof) while Lender’s cure rights are being exercised isless than one twelth (1/12) of the Tier One Minimum Contract Quantity and, if
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applicable, the Tier Two Minimum Contract Quantity, Lender shall promptly reimburse SRP for costsincurred by SRP to purchase replacement power, including environmental attributes, transactioncosts and fees and any transmission charges imposed on SRP under open access transmission orsimilar tariffs, to the extent such costs exceed the applicable purchase price(s) under theAssigned Agreement.          Delivery of Notices. SRP shall deliver to Lender any notices required to be given bySRP to a known Financier pursuant to Section 15(1) of the Assigned Agreement.     2. Payments under the Assigned Agreement. Borrower has requested and herebyauthorizes and directs and SRP agrees to pay all amounts (if any) payable by it under the AssignedAgreement in the manner and as and when required by the Assigned Agreement directly into theaccount specified from time to time by Lender to SRP in writing. Such payments by SRP shallsatisfy the corresponding payment obligations of SRP to Borrower under the Assigned Agreement. Tothe extent that SRP has made payment into the account designated by Lender as provided herein,Borrower shall indemnify and hold harmless SRP for, from and against any and all claims, demands,expenses or liabilities for, or associated with, such payments to Borrower under the AssignedAgreement.     3. Representations and Warranties. SRP reaffirms as of the date hereof therepresentations and warranties made by it in the Assigned Agreement. SRP acknowledges receivingthe letter of Borrower, dated September 6, 2006, wherein Borrower waives the conditions set forthin Article 1(a) of the PPA, as contemplated by Article 1(b) of the PPA, and that therefore thetermination right described in such Article 1(b) shall not apply.     4. Miscellaneous.          4.1 Notices. Any communications between the parties hereto or notices provided hereinto be given may be given to the following addresses:If toSRP: