ÀÖÌìÌÃappÏÂÔØ

Bank Credit Facility.ÌýOn or prior to the Closing Date, Purchaser shall have replaced the Bank Credit Facility.

Bank Credit Facility.ÌýSection 1.1(b) of the Original Agreement is hereby amended by replacing the phrase â€�Third Amended and Restated Credit Agreement dated as of February 5, 2010â€� with the following “Amended and Restated Credit Agreement, dated as of August 13, 2013.â€�

Bank Credit Facility.ÌýAt the Closing Date, the Company covenants and agrees that (i) the loan covenants under the Bank Credit Facility presently allows the Company and its Subsidiaries to conduct business as currently conducted without violating such covenants, and (ii) all past conflicts, violations or breaches of, or defaults under, the loan covenants have been cured or waived by the Bank.

Bank Credit Facility.ÌýThe Company shall have secured from the lenders under the Credit Facility dated February 20, 1997 (the "Bank Credit Facility"), by and among the Company and Creditanstalt Corporate Finance, Inc. (the "Bank"), (i) appropriate amendments to the Bank Credit Facility modifying the covenants thereunder so that the Company shall be in full compliance with all of the covenants thereunder on the Closing Date, and (ii) waivers of all violations, breaches of covenants and events of default under the Bank Credit Facility, in form and substance acceptable to the Purchaser, in its sole discretion.

Bank Credit Facility.ÌýThe Partnership shall have entered into the bank credit agreement or agreements contemplated by Section 1.6 and the conditions precedent to the availability of funds thereunder shall have been satisfied (subject only to the closing of the transactions contemplated by this Agreement).

Bank Credit Facility.ÌýThe lenders under the existing credit facility of the Company shall have delivered their written consent to the Merger and the transactions contemplated hereby or a new credit facility shall have been entered into and the existing facility terminated.

Bank Credit Facility.Ìý(a) The Company will not, at any time, permit the aggregate commitment of the Lenders under its Primary Credit Facility to be less than $75,000,000. (b) The Company will not permit the aggregate commitment of the Lenders under its Primary Credit Facility, or the aggregate principal amount of Indebtedness outstanding thereunder, to be: (i) greater than $100,000,000 at any time during the Specified Compliance Period; and (ii) greater than $200,000,000 at any other time. Exhibit A-1 (c) The Company and its Subsidiaries will be permitted to (and shall, on or prior to December 21, 2009) refinance the credit facilities provided under the Credit Agreement, but shall do so only in accordance with the terms of the Intercreditor Agreement." 6. Section 12.2 of the Existing Note Purchase Agreement is hereby amended by adding the following proviso immediately prior to the period at the end of such Section: "; provided, however, that the rights of each holder of Notes with respect to any collateral securing the Notes for which a Lien has been granted to the Collateral Agent, and any other rights, powers and remedies under any of the Security Documents, shall be exercised solely in accordance with the terms of the Intercreditor Agreement" 7. The definition of "Initial Projections" appearing in Schedule B to the Existing Note Purchase Agreement is hereby deleted, and each reference to the "Initial Projections" in the Existing Note Purchase Agreement shall be deemed to be a reference to the "Covenant Compliance Projections" (as defined below in Section 10 of this Exhibit A). 8. The definition of "Permitted Senior Secured Debt" appearing in Schedule B to the Existing Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:

Bank Credit Facility.ÌýConcurrently herewith, the Company, the Bank Agent, the Bank Lenders and the other parties thereto have entered into the Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, including any permitted refinancings thereof, the â€�Bank Credit Agreementâ€�), pursuant to which the Bank Lenders have agreed, subject to the terms thereof, to provide the Bank Credit Facility to the Company to finance a portion of the costs related to the Projects and for working capital and general corporate purposes, as more particularly described therein.

Bank Credit Facility.ÌýThe transactions contemplated by the Bank Credit Agreement shall have been consummated, and the Company shall have delivered copies of all of the Bank Credit Documents, certified by the Assistant Secretary of the Company, in form and substance acceptable to the Purchaser.

Bank Credit Facility.ÌýAt the Closing Time, (i) the Bank Credit Facility will conform in all material respects to the description thereof contained in the Offering Memorandum and (ii) the Term B Loan (as defined in the Offering Memorandum) and the Term C Loan (as defined in the Offering Memorandum) shall have been advanced to the Company.