Common use of Financing Commitments Clause in Contracts

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An As of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letter from Bank of Americaletters, N.A. dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company ("Bank of America"“TopCo”), Banc of America Bridge LLC and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof ("Banc of America Bridge"the “Commitment Letters”) and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which is included in Section 2.2(b) would reasonably be expected to reduce the aggregate principal amount of the Holdings Disclosure Schedule Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the "Vestar Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter"), dated December 20in the form so delivered, 2000 from Vestar Capital Partners IVis a legal, L.P. valid and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto ("Vestar") pursuant to which Vestar has committed, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the terms and conditions contained thereinDebt Financing is received as contemplated by the Commitment Letters, to purchase equity securities the aggregate amount of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of net proceeds from the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" andDebt Financing, together with the Bank Commitment Letter cash, cash equivalents and other financial assets of Parent and the Vestar Commitment LetterCompany, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"“Required Amount”), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject . There are no side letters or other written agreements or contracts relating to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under Debt Financing contemplated by the Commitment Letters are not subject to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any condition other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters. Holdings Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected (B) subject to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth contained in the Bank Commitment Letter. As of the date Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters are in full force an amount required to pay the Required Amount (after taking into account any other Financing, if any, and effect cash, cash equivalents and have other financial assets of Parent and the Company) will not been amended in any material respectbe available to Parent or Merger Sub at the Closing. To the knowledge of Holdings and Merger SubParent has fully paid all commitment fees or other fees, assuming all of the representations and warranties of the Company set forth herein are trueif any, the funds contemplated to be received pursuant to required by the Commitment Letters together with the roll over contributions to be made as set forth in paid prior to the Management Equity Agreements and date of this Agreement. Notwithstanding anything to the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings contrary herein, each of Parent and Merger Sub believe thatexpressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, upon consummation the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, including as applicable, to the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedCommitment Letters.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") Parent has delivered to the Company a true and Banc of America Securities LLC dated complete copy as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) date hereof of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt executed financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, dated September 9, 2015, by and among Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and the other financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letter”) and a true and correct copy of which is included in Section 2.2(bany related fee letter (collectively, the “Ancillary Letters”) (provided that percentages and amount of (i) the fees, (ii) the economic provisions of the Holdings Disclosure Schedule market flex, (iii) the "Vestar fee-related provisions of the alternate transaction provisions and (iv) the successful syndication definition in the Ancillary Letters may be redacted). The Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in the Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. The Commitment Letter"), dated December 20in the form so delivered, 2000 from Vestar Capital Partners IVis a legal, L.P. valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto ("Vestar") pursuant to which Vestar has committed, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also Financing is received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of as contemplated by the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" aggregate amount of net proceeds from the Financing, together with cash, cash equivalents and current financial assets of Parent and its Subsidiaries on hand, will be, as of the financing Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be provided thereunderrepaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the "Financing")Offer or the Merger and all other costs and expenses required to be paid or satisfied by Parent in connection with the transactions contemplated by this Agreement. There are no side letters or other agreements, dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject contracts or arrangements relating to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under Financing contemplated by the Commitment Letter other than the Ancillary Letters are and customary engagement letters, which engagement letters do not subject to contain any condition other than set forth in to the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact availability or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction timing of the conditions set forth in Financing contemplated by the Bank Commitment Letter. As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by the Parent and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Financing contemplated by the Commitment Letters Letter will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement. There are in full force and effect and have not been amended in any material respect. To no conditions precedent or other contingencies related to the knowledge of Holdings and Merger Sub, assuming all funding of the representations and warranties full amount of the Company set forth herein are trueFinancing, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made other than as expressly set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedLetter.

Financing Commitments. An executed commitment letter from Bank Pinnacle has obtained written commitments (the “Financing Commitments”) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of America, N.A. ("Bank indebtedness of America"), Banc Aztar or Pinnacle or any of America Bridge LLC ("Banc their respective subsidiaries which Pinnacle deems it advisable to refinance in connection with the consummation of America Bridge"the Merger and the other transactions contemplated hereby) and Banc of America Securities LLC dated as of December 20to pay all associated fees, 2000 costs and expenses (the "Bank Commitment Letter"“Financing”). Pinnacle has provided true, is included in Section 2.2(c) accurate and complete copies of such commitments to Aztar. None of the Holdings Disclosure Schedule. Pursuant Financing Commitments has been amended, modified or terminated prior to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make Agreement, and the material assumptions or statements set forth respective commitments contained in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective Financing Commitments have not been withdrawn or (iii) preclude rescinded in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letterrespect. As of the date hereof, the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To (based on and assuming the knowledge of Holdings and Merger Sub, assuming all accuracy of the representations and warranties of Aztar in this Agreement and the Company set forth herein compliance by Aztar with its obligations hereunder) no event has occurred which, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Pinnacle under any of the Financing Commitments. There are true, the funds contemplated to be received pursuant no conditions precedent or other contingencies related to the Commitment Letters together with funding of the roll over contributions to be made full amount of the Financing, other than as set forth in or contemplated by the Management Equity Agreements Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s and the Other Equity Agreements Aztar’s cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Merger Consent/Tender Offers, if any (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. The financing Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other fees that are due and payable under alternative sources of funds prior to the Commitment Letters have been paid in full. Holdings and Merger Sub believe thatClosing, upon as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedMerger.

Financing Commitments. An Parent has delivered a true and complete, fully executed copy of a commitment letter from letter, dated as of June 11, 2008, between Parent and Bank of America, N.A. ("Bank of America")N.A., Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC dated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of December 20, 2000 the date of this Agreement (the "Bank “Financing Commitment Letter"”), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant pursuant to the Bank Commitment Letter which, and subject to the terms and conditions contained thereinthereof, the parties thereto (iother than Parent and Merger Sub) Bank of America has have committed to provide senior debt financing to Merger Sub lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Financing Commitment Letter and the Vestar Commitment Letterhas been withdrawn, the "Commitment Letters" and the financing modified or rescinded in any respect prior to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Agreement. The Financing Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are is in full force and effect and have not been amended in any material respect. To constitutes the knowledge legal, valid, and binding obligation of Holdings each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming all the accuracy of the representations and warranties of the Company set forth herein are truein Article III and the Company’s compliance with its agreements set forth in Article V, the funds contemplated aggregate proceeds to be received disbursed pursuant to the agreements contemplated by the Financing Commitment Letters Letter, together with the roll over contributions anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be made as set forth in the Management Equity Agreements sufficient for Parent and the Other Equity Agreements will be sufficient Surviving Company to consummate pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses. The financing expenses (including the estimated fees and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation expenses of the transactions contemplated by Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, including no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the Financingpart of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (i) excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the Surviving Corporation conditions to the Financing not being satisfied or that the Financing will not be insolvent, (ii) available to Parent on the Surviving Corporation will not Closing Date. Parent has fully paid all commitment fees or other fees required to be left with unreasonably small capital, (iii) paid prior to the Surviving Corporation will not have incurred debts beyond its ability date of this Agreement pursuant to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedFinancing Commitment Letter.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 Pinnacle has obtained written commitments (the "Bank Commitment LetterFinancing Commitments"), is included ) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Pinnacle or any of their respective subsidiaries which Pinnacle deems it advisable to refinance in Section 2.2(c) connection with the consummation of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letterother transactions contemplated hereby) and to pay all associated fees, the "Commitment Letters" costs and the financing to be provided thereunder, expenses (the "Financing"). Pinnacle has provided true, dated December 20accurate and complete copies of such commitments to Aztar. None of the Financing Commitments has been amended, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant modified or terminated prior to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make Agreement, and the material assumptions or statements set forth respective commitments contained in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective Financing Commitments have not been withdrawn or (iii) preclude rescinded in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letterrespect. As of the date hereof, the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To (based on and assuming the knowledge of Holdings and Merger Sub, assuming all accuracy of the representations and warranties of Aztar in this Agreement and the Company set forth herein compliance by Aztar with its obligations hereunder) no event has occurred which, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Pinnacle under any of the Financing Commitments. There are true, the funds contemplated to be received pursuant no conditions precedent or other contingencies related to the Commitment Letters together with funding of the roll over contributions to be made full amount of the Financing, other than as set forth in or contemplated by the Management Equity Agreements Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle's and the Other Equity Agreements Aztar's cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Merger Consent/Tender Offers, if any (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. The financing Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other fees that are due and payable under alternative sources of funds prior to the Commitment Letters have been paid in full. Holdings and Merger Sub believe thatClosing, upon as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedMerger.

Financing Commitments. An Parent has delivered a true and complete, fully executed copy of a commitment letter from letter, dated as of June 11, 2008, between Parent and Bank of America, N.A. ("Bank of America")N.A., Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC dated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of December 20, 2000 the date of this Agreement (the "Bank “Financing Commitment Letter"”), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant pursuant to the Bank Commitment Letter which, and subject to the terms and conditions contained thereinthereof, the parties thereto (iother than Parent and Merger Sub) Bank of America has have committed to provide senior debt financing to Merger Sub lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Financing Commitment Letter and the Vestar Commitment Letterhas been withdrawn, the "Commitment Letters" and the financing modified or rescinded in any respect prior to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Agreement. The Financing Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are is in full force and effect and have not been amended in any material respect. To constitutes the knowledge legal, valid, and binding obligation of Holdings each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming all the accuracy of the representations and warranties of the Company set forth herein are truein Article III and the Company’s compliance with its agreements set forth in Article V, the funds contemplated aggregate proceeds to be received disbursed pursuant to the agreements contemplated by the Financing Commitment Letters Letter, together with the roll over contributions anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be made as set forth in the Management Equity Agreements sufficient for Parent and the Other Equity Agreements will be sufficient Surviving Company to consummate pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses. The financing expenses (including the estimated fees and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation expenses of the transactions contemplated by Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, including no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the Financingpart of Parent or Merger Sub under the Financing Commitment Letter or, (i) to the Surviving Corporation knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be insolvent, (ii) available to Parent on the Surviving Corporation will not Closing Date. Parent has fully paid all commitment fees or other fees required to be left with unreasonably small capital, (iii) paid prior to the Surviving Corporation will not have incurred debts beyond its ability date of this Agreement pursuant to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedFinancing Commitment Letter.

Financing Commitments. An executed commitment letter from Bank of AmericaJPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (together, the "Bank of AmericaBank"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20March 22, 2000 2007 (the "Bank Commitment LetterLetters"), is included in Section 2.2(c4.6(a) of the Holdings Purchaser Disclosure ScheduleLetter. Pursuant to the Bank Commitment Letter Letters and subject to the terms and conditions contained therein, (i) the Bank of America has committed to provide senior debt financing sufficient to consummate the Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Bank Commitment Letters are not subject to any condition other than set forth in the Bank Commitment Letters. Holdings Parent and Merger Sub the Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter Letters inaccurate, (ii) cause the Bank Commitment Letter Letters to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment LetterLetters. As of the date hereof, the Bank Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings Parent and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are truePurchaser, the funds contemplated to be received pursuant to the Bank Commitment Letters Letters, together with the roll over contributions any additional funds from Parent, to be made as set forth deposited in trust with the Management Equity Agreements and Paying Agent for the Other Equity Agreements benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and expensesExpenses. The financing and other fees that are due and payable under the Bank Commitment Letters (i) as of the date hereof have been paid in full and (ii) as of the Closing will be paid in full. Holdings Parent and Merger Sub believe Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to indicate that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) Parent, the Surviving Corporation Corporation, and their Subsidiaries, taken as a whole, will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its their ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation mature, or will not be impairedhave impaired capital.

Financing Commitments. An executed commitment Parent has previously received: (i) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 Blackstone Capital Partners IV L.P. (the "Bank Commitment LetterFUND EQUITY COMMITMENT LETTER"), is included in Section 2.2(c) confirming its commitment to subscribe for and purchase membership interests of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount Parent for an aggregate subscription price of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company 505 million in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedcash, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule thereof (the "Marathon Fund Commitment Letter" andFUND EQUITY INVESTMENT"); (ii) letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital Partners IV, together with the Bank Commitment Letter L.P. and the Vestar Commitment Letter, its related funds (the "Commitment Letters" MSCP FUNDS") and certain management stockholders of the financing to be provided thereunder, Company (the "FinancingVANGUARD STOCKHOLDERS EQUITY COMMITMENT LETTERS") confirming their respective commitments to subscribe for and purchase membership interests of Parent in exchange for a number of Common Shares equal to the quotient of (A) $244 million divided by (B) the Common Stock Merger Consideration (the "VANGUARD STOCKHOLDERS ROLLOVER SHARES"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions thereof (the "VANGUARD STOCKHOLDERS EQUITY INVESTMENT", and together with the Fund Equity Investment, the "EQUITY INVESTMENTS"); and (iv) a Commitment Letter dated July 9, 2004 from Bank of America, N.A., Citibank North America, Inc. and certain of their respective affiliates (including the Fee Letter referred to therein (the "FEE LETTER") and any other agreements or arrangements among the parties thereto, the "DEBT FINANCING COMMITMENT LETTERS" and, collectively with the Fund Equity Commitment Letter, the Vanguard Stockholders Equity Commitment Letters, the "FINANCING COMMITMENTS") confirming their commitment, subject to the terms and conditions thereof (including any modification thereto pursuant to the "market flex" terms contained thereinin Section 4 ("Changes to Senior Credit Facilities") of the Fee Letter), to purchase equity securities provide up to $1,175 million to Sub pursuant to (A) the senior secured credit facility and (B) the senior subordinated bridge facility or the issuance of Investors for an aggregate purchase price of $35,000,000senior subordinated notes, in each as described therein. The obligations cash proceeds of the Equity Investments shall be used by Parent to fund subscribe and pay for shares of capital stock of Sub, which proceeds shall be used by the commitments under Surviving Corporation immediately following the Effective Time to pay a portion of the Merger Consideration. The proceeds from the transactions contemplated by the Debt Financing Commitment Letters are not subject shall be used by Surviving Corporation for purposes of, among other things, consummating the transactions contemplated hereby, including the Refinancing, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to any condition other than set forth in the Commitment LettersSurviving Corporation. Holdings True and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction complete copies of the conditions set forth in Financing Commitments and all related letters or agreements have been delivered by Parent to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An executed commitment letter from Bank of AmericaParent and Merger Subsidiary shall use their commercially reasonable efforts to take, N.A. ("Bank of America")or cause to be taken, Banc of America Bridge LLC ("Banc of America Bridge") all actions and Banc of America Securities LLC dated as of December 20to do, 2000 (or cause to be done, all things necessary, proper or advisable to arrange and obtain the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to Financing on the terms and conditions contained thereindescribed in the Financing Commitments, including by using commercially reasonable efforts to (i) Bank of America has committed maintain in effect the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to Financing Commitments on the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth reflected in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurateFinancing Commitments, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude satisfy on a timely basis all conditions applicable to Parent and Sub Merger Subsidiary in such definitive agreements that are within their control, and (iv) consummate the Financing at or prior to Closing; provided that notwithstanding, and as an alternative to, the foregoing, Parent and Merger Subsidiary may in any case obtain alternative financing from alternative sources on terms that are not less favorable, in the aggregate, to Parent and Subsidiary then the Financing contemplated by the Financing Commitments ("NEW FINANCING COMMITMENTS"); provided further that any such New Financing Commitments shall not (A) expand or adversely change in any material respect the satisfaction of conditions to the conditions Financing set forth in the Bank Commitment LetterFinancing Commitments or (B) reasonably be expected to adversely impact the ability of Parent and Merger Subsidiary to perform their respective obligations under this Agreement. As In any event, Parent shall disclose to the Company its intention to obtain such New Financing Commitments, shall keep the Company reasonably informed of the date hereofmaterial terms thereof and shall deliver to the Company final drafts of all documents relating to such New Financing Commitments. Upon and from and after such event, the Commitment Letters are term "Financing" as used herein shall be deemed to mean the Financing contemplated by the Financing Commitments to the extent in full force effect at the time in question and effect and have not been amended the New Financing Commitments to the extent then in effect. In the event any material respect. To the knowledge of Holdings and Merger Sub, assuming all portion of the representations Financing becomes unavailable on the terms and warranties of conditions contemplated in the Financing Commitments for any reason, Parent shall give the Company prompt notice and keep the Company reasonably informed on a reasonable basis and in reasonable detail as set forth herein of the status of its commercially reasonable efforts to arrange, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources on terms that are truenot less favorable, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient aggregate, to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings Parent and Merger Sub believe that, upon consummation of Subsidiary then the transactions Financing contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedFinancing Commitments.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge"a) and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to make an Advance (isuch Advance, the “Initial Term Loan Advance”) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company on the Effective Date, in the an aggregate amount of $200,000,000equal to such Lender’s Initial Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Initial Term Loan Total Commitment. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(bInitial Term Loan Advances once repaid may not be reborrowed. (b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and on or prior to the Delayed Draw Term Loan Termination Date, in an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund amount equal to such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment Letter" and, together with as to all Lenders, in an aggregate principal amount equal to the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV reborrowed. ("Marathon"c) pursuant to which Marathon has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make Advances (such Advances, “Revolving Advances”) available to the Company, from time to time on any Business Day, in an aggregate purchase price amount outstanding at one time up to but not exceeding the amount of $35,000,000such ▇▇▇▇▇▇’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The obligations to fund Financing Commitments shall terminate on the commitments under the Commitment Letters are not Maturity Date. Within such limits and subject to any condition the other than set forth in the Commitment Letters. Holdings terms and Merger Sub have no actual knowledge conditions of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, Company may borrow (iand re-borrow) the Surviving Corporation will not be insolvent, (iiAdvances under this Section 2.01(c) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedprepay Revolving Advances.

Financing Commitments. An (a) Buyer has delivered to Seller on or prior to the Execution Date complete and correct copies of executed (i) equity commitment letter (the “Equity Commitment Letter”) from Bank Labor Impact Fund, L.P. (the “Equity Source”) to provide equity financing to Buyer for a portion of America, N.A. the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge"the “Equity Financing”) and Banc of America Securities LLC dated as of December 20(ii) debt commitment letter (a “Debt Commitment Letter”) from Orion Energy Partners, 2000 L.P. (the "Bank Commitment Letter"), is included “Debt Lender”) pursuant to which the Debt Lender has committed (on the terms and conditions set forth therein) to provide debt financing to Buyer in Section 2.2(c) the amounts set forth therein for a portion of the Holdings Disclosure Schedule. Pursuant Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Bank Contemplated Transactions (the “Debt Financing” and, together with the Equity Financing, the “Financings”). (b) As of the Execution Date, the Equity Commitment Letter and subject the Debt Commitment Letter (the “Financing Commitments”) have not been amended or modified, no such amendment or modification is contemplated (other than amendment(s) or joinder(s) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the Execution Date) and the respective commitments contained in the Financing Commitments have not been withdrawn, rescinded or terminated by Buyer or the Financing Sources party thereto. The Financing Commitments constitute the legal, valid, and binding obligation of Buyer, and, to Buyer’s Knowledge, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar applicable Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Financings other than as set forth in or contemplated by the Financing Commitments. There are no side letters or other contracts or arrangements (oral or written) between Buyer and the Financing Sources or, to Buyer’s Knowledge, any other Person related to the Financings other than the Financing Commitments and except for customary fee letter(s) relating to the Debt Financing, a complete copy of each of which has been provided to Seller (with only the fee amounts and certain other terms contained in any “market flex” provisions being redacted, but none of which would reasonably be anticipated to adversely affect the conditions precedent, amount or availability of the Debt Financing). To Buyer’s Knowledge, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitments. Buyer is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer relating to Buyer, in any of the Financing Commitments, inaccurate in any material respect. Buyer believes that it will be able to satisfy on a timely basis all of the terms and conditions to be satisfied by it and contained in the Financing Commitments. Buyer has fully paid all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the Execution Date and will pay, after the Execution Date, all such fees as they become due. Subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true Financing Commitments and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth contained in Article VIII, and assuming that the Bank Commitment Letter. As Financings are funded in accordance with the terms and conditions of the date hereofFinancing Commitments, the Commitment Letters are in full force and effect and have not been amended in any material respect. To aggregate proceeds contemplated by the knowledge of Holdings and Merger SubFinancing Commitments, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with other financial resources of Buyer including unrestricted cash, cash equivalents and marketable securities (net of any applicable Tax liabilities) of Buyer on the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements Closing Date, will be sufficient for Buyer to consummate the Merger and Contemplated Transactions, to pay all related fees and expenses. The financing expenses of Buyer payable at the Closing, and other fees that are due and payable under to fund the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation Cleaning Work which is necessary for the commencement of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedcommercial operations.

Financing Commitments. An executed The Company and Purchaser have previously received: (i) a letter from TPG IV and certain other stockholders or prospective stockholders of Purchaser (the "TPG Equity Commitment Letter") confirming their commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $440 million in cash, subject to the terms and conditions thereof (the "TPG Equity Investment"); (ii) a letter from JLL Fund IV (the "JLL Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $110 million in cash, subject to the terms and conditions thereof (the "JLL Equity Investment"); (iii) a letter from CIBC (the "CIBC Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser in exchange for a number of Company Shares equal to the quotient of (A) $40 million divided by (B) the Per Share Merger Consideration (the "CIBC Rollover Shares"), subject to the terms and conditions thereof (the "CIBC Equity Investment"); (iv) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedconfirming its commitment, subject to the terms and conditions contained thereinthereof, to purchase equity securities lend up to $675 million to Operating pursuant to the New Credit Agreement; and (v) a bridge loan commitment from Banc of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule America Securities LLC (the "Marathon Fund Commitment LetterBridge Loan Commitment" and, together collectively with the Bank TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Vestar Bank Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("MarathonFinancing Commitments") pursuant to which Marathon has committedconfirming, subject to the terms and conditions contained thereinthereof, its commitment to purchase equity securities provide up to $475 million of Investors for an aggregate purchase price bridge loan financing to Operating or to privately place up to $475 million of $35,000,000New Notes in the Notes Offering. The obligations proceeds of the Equity Investments shall be used by Purchaser to fund subscribe and pay for shares of capital stock of Merger Sub, which proceeds shall be used by the commitments under Company immediately following the Commitment Letters are not subject Effective Time to any condition other than set forth in pay a portion of the Commitment LettersAggregate Purchase Price. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on The proceeds from the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in transactions contemplated by the Bank Commitment Letter inaccurateand the Bridge Loan Commitment shall be used by Operating for purposes of, (ii) cause among other things, consummating the Bank Commitment Letter transactions contemplated hereby, including the Refinancing, paying the Aggregate Option Consideration, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to be ineffective or (iii) preclude in any material respect the satisfaction Operating. True and complete copies of the conditions set forth in Financing Commitments have been delivered to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.Holdings

Financing Commitments. An executed commitment letter from Bank Columbia has obtained written commitments (the “Financing Commitments”) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of America, N.A. ("Bank indebtedness of America"), Banc Aztar or Columbia or any of America Bridge LLC ("Banc their respective subsidiaries which Columbia deems is advisable to refinance in connection with the consummation of America Bridge"the Merger and the other transactions contemplated hereby) and Banc of America Securities LLC dated as of December 20to pay all associated fees, 2000 costs and expenses (the "Bank Commitment Letter"“Financing”). Columbia has provided true, is included in Section 2.2(c) accurate and complete copies of such commitments to Aztar. None of the Holdings Disclosure Schedule. Pursuant Financing Commitments has been amended, modified or terminated prior to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make Agreement, and the material assumptions or statements set forth respective commitments contained in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective Financing Commitments have not been withdrawn or (iii) preclude rescinded in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letterrespect. As of the date hereof, the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To (based on and assuming the knowledge of Holdings and Merger Sub, assuming all accuracy of the representations and warranties of Aztar in this Agreement and the Company set forth herein compliance by Aztar with its obligations hereunder) no event has occurred which, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Columbia under any of the Financing Commitments. There are true, the funds contemplated to be received pursuant no conditions precedent or other contingencies related to the Commitment Letters together with funding of the roll over contributions to be made full amount of the Financing, other than as set forth in or contemplated by the Management Equity Agreements Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Columbia’s and the Other Equity Agreements Aztar’s cash and cash equivalents, will be sufficient for Columbia to pay the aggregate Merger Consideration and to consummate the Merger Consent/Tender Offers (as defined in Section 4.01(c)), if any (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. The financing Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Columbia has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Columbia on or prior to the Closing Date. Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other fees that are due and payable under alternative sources of funds prior to the Commitment Letters have been paid in full. Holdings and Merger Sub believe thatClosing, upon as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedMerger.

Financing Commitments. An executed commitment letter from Bank of America(a) Parent will use commercially reasonable efforts to fully satisfy, N.A. ("Bank of America")on a timely basis, Banc of America Bridge LLC ("Banc of America Bridge") all terms, conditions, representations and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than warranties set forth in the Commitment Letters. Holdings Parent will use commercially reasonable efforts to enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and Merger Sub have conditions no actual knowledge less favorable to Parent in the aggregate than the Commitment Letters and on such other terms and conditions as shall be satisfactory to Parent as soon as commercially reasonable but in any event at or prior to the Closing. Parent will furnish correct and complete copies of such definitive agreements to the Company promptly following their execution. (b) At the Company’s request, Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the financings contemplated by the Commitment Letters. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any fact or occurrence existing on event within two (2) Business Days, if at any time prior to the date of this Agreement which in their good faith judgment would reasonably be expected to Closing Date (i) make any Commitment Letter shall expire or be terminated for any reason or (ii) any financing source that is a party to any Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the material assumptions or statements terms set forth in the Bank therein. Parent shall not amend or alter, or agree to amend or alter, any Commitment Letter inaccuratein any manner that would materially impair or delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (c) The Company agrees to provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause their respective Representatives to provide, Parent with such reasonable cooperation in connection with the arrangement of the financings contemplated by the Debt Commitment Letter as may be reasonably requested by Parent, including, but not limited to, (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies, (ii) cause preparation of business projections and financial statements (including pro forma financial statements) as are reasonably requested by Parent in connection with the Bank Commitment Letter to be ineffective or Debt Financing, (iii) preclude assisting with the preparation of materials for rating agency presentations, offering memoranda, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; provided that any material respect the satisfaction of the conditions set forth private placement memoranda or prospectuses in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and relation to a debt securities offering shall be issued only by Parent or Merger Sub, assuming all (iv) execution and delivery of any pledge documents, security documents, credit agreements, guarantees or other financing documents, including any certificates, legal surveys, title insurance or other documents as may be reasonably requested by Parent (including a certificate of the representations and warranties chief financial officer of the Company set forth herein are truewith respect to solvency matters); provided, however that no obligation of the funds contemplated Company or any of its Subsidiaries under any such document, agreement or certificate shall be effective until the Effective Time (or immediately prior to the Effective Time, if necessary to facilitate the Debt Financing), (v) obtaining customary comfort letters of accountants and consents of accountants for use of their reports in any materials relating to the financing to be received pursuant to the Commitment Letters together used in connection with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (ivvi) taking all corporate actions, subject to the capital occurrence of the Surviving Corporation will not Closing, reasonably requested by Parent to permit the consummation of the Debt Financing. The Company shall also take such further action as may be impairedrequired to cause an independent auditor of the Company to provide any unqualified opinions, consents or customary comfort letters with respect to the financial statements. The Company shall allow Parent’s Representatives the opportunity to review and comment upon the financial statements (including pro forma financial statements) in draft form and to allow such representatives access to the Company and supporting documentation with respect to the preparation of such financial statements and the independent auditors’ work papers relating to such financial statements.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant The Purchaser shall use reasonable best efforts to take all actions prior to the Bank Closing Date required under the Commitment Letter and subject to obtain the Debt Financing on the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge Letter (including, as necessary, any “flex” provisions of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected Fee Letter), including to (i) make maintain in effect each Commitment Letter and negotiate a definitive agreement (collectively, the material assumptions or statements “Financing Agreements”) with respect to the Commitment Letter on the terms and conditions set forth in the Bank Commitment Letter inaccurateLetter, (ii) cause subject to compliance by the Bank Sellers with their covenants and agreements hereunder, comply with all covenants and agreements of the Purchaser set forth in the Commitment Letter to be ineffective or and the Financing Agreements, (iii) preclude satisfy on a timely basis all conditions applicable to the Purchaser set forth in any material respect the Commitment Letter and the Financing Agreements that are within its control and (iv) assuming the satisfaction of the conditions set forth in Article VII, consummate the Bank Commitment LetterDebt Financing at the Closing. As If any portion of the date hereofDebt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter (including any related flex terms) (a “Financing Failure Event”), Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange for and obtain as promptly as practicable following the occurrence of any such Financing Failure Event alternative debt financing (the “Alternative Financing”), including from alternative sources on terms that are not materially less favorable in the aggregate to Purchaser than the terms of the Debt Commitment Letters are Letter (including any “flex” provisions applicable thereto), in full force an amount sufficient (when added to the portion of the Debt Financing that is available) to consummate the transactions contemplated hereby and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming perform all of the representations its obligations hereunder, it being understood and warranties of the Company set forth herein are trueagreed that if Purchaser proceeds with any Alternative Financing, the funds contemplated to Purchaser shall be received pursuant subject to the Commitment Letters together same obligations with the roll over contributions respect to be made such Alternative Financing as set forth in this Agreement with respect to the Management Equity Agreements and Debt Financing. In the Other Equity Agreements will be sufficient to consummate event that Alternative Financing is obtained, Purchaser shall promptly provide the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation Sellers with a copy of the transactions contemplated by new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, any reference in this AgreementAgreement to “Debt Financing” shall include “Alternative Financing”, including any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Financing Agreements” shall include the definitive documentation relating to any such Alternative Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An The Parent has delivered to the Company true and complete copies of (i) executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 letters (the "Bank Commitment Letter"), is included “Equity Funding Letters”) from the Funding Parties to provide equity financing in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter an aggregate amount set forth therein and subject to the terms and conditions contained thereinset forth therein (the “Equity Financing”) and (ii) executed commitment letters (the “Debt Commitment Letters”, (iand, together with the Equity Funding Letters, the “Financing Letters”) from Royal Bank of America has committed Canada to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the an aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true set forth therein and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, set forth therein (being collectively referred to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true as the “Debt Financing,” and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank financing referred to in clause (i) being collectively referred to as the “Financing”). Except as permitted in accordance with the terms of this Agreement, none of the Equity Funding Letters or Debt Commitment Letter Letters has been amended or modified, no such amendment or modification is contemplated (provided that the Parent and the Vestar Merger Sub may replace or amend the Debt Commitment LetterLetters to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, or otherwise so long as the "Commitment Letters" and terms would not (A) expand upon the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject conditions precedent to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than Debt Financing as set forth in the Debt Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As Letters as of the date hereofhereof or (B) materially delay the Closing), and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. The Parent or the Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the date hereof and the Equity Funding Letters and the Debt Commitment Letters are in full force and effect and have not been amended are the valid, binding and enforceable obligations of the Parent and the Merger Sub and, to the Knowledge of the Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in any material respector expressly contemplated by the Equity Funding Letters or the Debt Commitment Letters. To Assuming the knowledge of Holdings and Merger SubFinancing is funded in accordance with the Financing Letters, assuming all the accuracy of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in Article II to the Management Equity Agreements extent necessary to satisfy the condition in Section 7.2 and performance by the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable Company of its obligations under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financingnet proceeds contemplated by the Equity Funding Letters and the Debt Commitment Letters will in the aggregate be sufficient for the Merger Sub and the Surviving Corporation to pay the Merger Consideration. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article II to the extent necessary to satisfy the condition in Section 7.2 and performance by the Company of its obligations under this Agreement, (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the Surviving Corporation will not be insolvent, part of the Parent or the Merger Sub under the Equity Funding Letters or the Debt Commitment Letters and (ii) the Surviving Corporation Parent does not have any reason to believe that any of the conditions to the Financing will not be left with unreasonably small capital, (iii) satisfied or that the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation Financing will not be impairedavailable to the Parent or the Merger Sub on the date of the Closing.

Financing Commitments. An executed As of the date of this Amendment, Parent has entered into a new commitment letter from Bank of Americatogether with a term sheet and related documents (collectively, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "“Restated Bank Commitment Letter")”) with the Bank, is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant pursuant to which the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing sufficient to consummate the Merger Sub in (the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000“Financing”). The Company has also received been provided with a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Restated Bank Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant . Neither the Parent nor the Purchaser has agreed to which Vestar has committed, subject any condition to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The Bank’s obligations to fund the commitments under the Restated Bank Commitment Letters are not subject to any condition Letter other than as set forth in the Restated Bank Commitment LettersLetter. Holdings As of the date of this Amendment, the Parent and Merger Sub the Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Agreement which that in their good faith judgment would reasonably be is expected to (i) make the material assumptions or statements set forth in the Restated Bank Commitment Letter inaccurate, (ii) cause the Restated Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Restated Bank Commitment Letter. As of the date hereofof this Amendment, the Restated Bank Commitment Letters are Letter is in full force and effect and have not been amended in any material respecteffect. To the knowledge of Holdings the Parent and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are truePurchaser, the funds contemplated to be received pursuant to the Restated Bank Commitment Letters Letter, together with any additional funds from the roll over contributions Parent, to be made as set forth deposited in trust with the Management Equity Agreements and Paying Agent for the Other Equity Agreements benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and expensesExpenses. The financing and other fees that are due and payable under the Restated Bank Commitment Letters Letter (i) as of the date of this Amendment have been paid in full and (ii) as of the Closing will be paid in full. Holdings The Parent and Merger Sub believe the Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Amendment that in their good faith judgment would reasonably be expected to indicate that, upon consummation of the transactions contemplated by this the Merger Agreement, including the Financing, (i) the Parent, the Surviving Corporation Corporation, and their Subsidiaries, taken as a whole, will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its their ability to pay such debts as they mature mature, or will have impaired capital. From and (iv) after the capital date of this Amendment, all references to “Bank Commitment Letters” in the Surviving Corporation will not Merger Agreement shall be impaireddeemed to be, to the extent applicable, references to the Restated Commitment Letter.

Financing Commitments. An Parent has delivered a true, complete, and executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true dated as of July 31, 2011, among Parent, ▇.▇. ▇▇▇▇▇▇ Securities LLC and correct copy of which is included JPMorgan Chase Bank, N.A., including all exhibits, schedules and amendments to such letter in Section 2.2(b) effect as of the Holdings Disclosure Schedule date hereof (but, for the avoidance of doubt, not including any related fee letter) (the "Vestar “Commitment Letter"”), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar JPMorgan Chase Bank, N.A. has committed, subject to the terms and conditions contained thereinthereof, to purchase equity securities lend the amounts set forth therein (the “Financing”) for the purpose of Investors for an aggregate purchase price of $133,900,405redeeming or repurchasing the Company Notes to the extent necessary. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) None of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions commitments contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub Letter have no actual knowledge of been withdrawn, modified or rescinded in any fact or occurrence existing on respect prior to the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Agreement. The Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are is in full force and effect and have not been amended in any material respect. To constitutes the legal, valid, and binding obligation of Parent and, to the knowledge of Holdings Parent, the other parties thereto. The Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Commitment Letter. Subject to the terms and Merger Subconditions of the Commitment Letter, and assuming all the accuracy of the representations and warranties of the Company set forth herein are truein Article III and the Company’s compliance with its agreements set forth in Article V, the funds aggregate proceeds of the loans contemplated by the Commitment Letter, together with amounts available to be received borrowed pursuant to Parent’s loan facilities and Parent’s and Company’s anticipated cash on hand, are reasonably expected to be sufficient for Parent and the Surviving Corporation to redeem or repurchase the Company Notes to the extent necessary, to repay or refinance amounts anticipated to be outstanding under the Company’s credit facilities on the Closing Date and to consummate the Merger. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default) on the part of Parent under the Commitment Letter or, to the knowledge of Parent, any other party to the Commitment Letters together with Letter. As of the roll over contributions date of this Agreement, and subject to be made the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or the Financing not being available to Parent on the Closing Date other than pursuant to a termination of the Commitment Letter as a result of the conditions precedent to the occurrence of the Commitment Letter Termination Date, as set forth in the Management Equity Agreements and first sentence of Section 5.14, having been satisfied. Parent has fully paid all commitment fees or other fees, if any, required to be paid prior to the Other Equity Agreements will be sufficient date of this Agreement pursuant to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedLetter.

Financing Commitments. An Parent has provided the Company with true and complete copies of (a) the executed commitment letter from Bank of Americaletter, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20the date hereof, 2000 among Parent, Merger Sub and the Lenders (together with the Lenders’ Affiliates and the officers, directors, employees, affiliates, partners, controlling parties, advisors, agents and Representatives of the Lender, and such Affiliates, the “Lender Parties”) (the "Bank Commitment Letter"“Debt Financing Commitment”), is included in Section 2.2(cregarding the amounts set forth therein for the purposes of financing the Merger, the other Transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”) and (b) the executed equity commitment letter, dated as of the Holdings Disclosure Scheduledate of this Agreement, among Parent, Merger Sub and the Sponsor (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), regarding the proposed cash investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Pursuant The Financing Commitments are in full force and effect as of the date hereof and are the legal, valid and binding obligations of Parent and Merger Sub and, to the Bank Commitment Letter and subject to Knowledge of Parent, of the other parties thereto, in accordance with the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedthereof, subject to the terms Bankruptcy and conditions contained thereinEquity Exception. Notwithstanding anything in this Agreement to the contrary, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letterthe Debt Financing Commitment may, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together accordance with the Bank Commitment Letter and the Vestar Commitment Letterprovisions of this Agreement, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on superseded after the date of this Agreement which but prior to the Effective Time by Alternative Financing Commitments. None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in their good faith judgment would reasonably be expected the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no conditions precedent or other conditions, side agreements or other arrangements or understandings relating to (i) make the material assumptions funding of the Financing or statements the terms thereof, other than the terms thereof set forth in the Bank Commitment Letter inaccurateFinancing Commitments and except for fee letters with respect to fees, market flex and related arrangements with respect to the Debt Financing (ii) cause which documents do not relate to the Bank Commitment Letter to be ineffective aggregate amount of, conditionality of, or (iii) preclude in contain any material respect conditions precedent to, the satisfaction funding of the conditions set forth in Debt Financing). Assuming the Bank Commitment LetterFinancing Commitments are funded, Parent and Merger Sub will have at the Closing funds sufficient to pay the aggregate Merger Consideration and to pay all of fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended no event has occurred which would result in any material respect. To breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the knowledge Financing Commitments, and neither Parent nor Merger Sub has any reason to believe that any of Holdings the conditions to the Financing Commitments will not be satisfied or that the Financing Commitments will not be available to Parent and Merger Sub, assuming Sub on the Closing Date. Parent has fully paid any and all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Commitments and has otherwise satisfied all of the other terms and conditions required to be satisfied pursuant to the terms of the Financing Commitments on or prior to the date hereof, and Parent will pay when due all other commitment fees arising under the Commitment Letters have been paid in fullFinancing Commitments as and when they become payable. Holdings The obligations of Parent and Merger Sub believe that, upon consummation of to consummate the transactions Transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will hereby are not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its contingent on Parent’s ability to pay such debts as they mature and (iv) obtain any financing prior to consummating the capital of the Surviving Corporation will not be impairedMerger.

Financing Commitments. An Parent has delivered to the Company true and complete copies of (a) an executed commitment letter from Bank each of Americathe Guarantors to provide equity financing in an aggregate amount set forth therein (the “Equity Funding Letters”) and (b) an executed debt commitment letter (the “Commitment Letter”) from ▇.▇. ▇▇▇▇▇▇ Securities Inc., N.A. ("Bank JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Banc of America")America Securities LLC, Banc of America Bridge LLC ("Banc and Bank of America Bridge") and Banc of America Securities LLC dated as of December 20America, 2000 N.A. to provide debt financing in an aggregate amount set forth therein (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" “Debt Financing,” and, together with the Bank Commitment Letter and the Vestar Commitment Letterfinancing referred to in clause (a), the "Commitment Letters" and the financing to be provided thereunder, the "“Financing"”), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, each of the Equity Funding Letters and the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent or Sub and, to the Knowledge of Parent, the other parties thereto and (assuming that such Equity Funding Letters are and Commitment Letter constitute such obligations of such other parties) is in full force and effect effect. Other than as permitted pursuant to Section 7.12(a), none of the Equity Funding Letters or Commitment Letter has been amended or modified and the respective commitments contained in such letters have not been amended withdrawn, rescinded or terminated in any material respect. To the knowledge of Holdings , and Merger Sub, assuming all as of the representations and warranties date hereof (x) neither Parent nor Sub is in breach of any of the Company terms or conditions set forth herein are true, the funds contemplated to be received pursuant therein and (y) to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth therein. Parent or Sub has paid any and all commitment or other fees required by the Equity Funding Letters or the Commitment Letters together with Letter that are due as of the roll over contributions date hereof and will pay, after the date hereof, all such commitments and fees as they become due. Except for the payment of customary fees, there are no conditions precedent or other similar contractual contingencies related to be made the funding of the full amount of the Financing, other than as set forth in or contemplated by the Management Equity Agreements Funding Letters or the Commitment Letter. The aggregate proceeds contemplated by the Equity Funding Letters and the Other Equity Agreements Commitment Letter will be sufficient for Sub and the Surviving Corporation to consummate pay the aggregate Merger Consideration as contemplated by Section 3.1, to make any payments required or contemplated by Section 7.1 or Section 7.2 and to make any other repayment or refinancing of debt contemplated in the Equity Funding Letters or the Commitment Letter and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation As of the transactions contemplated by date of this Agreement, including assuming the Financingaccuracy of the representations and warranties set forth in Article IV, (i) Parent does not have any reason to believe that any of the Surviving Corporation conditions to the Financing will not be insolvent, (ii) satisfied or that the Surviving Corporation Financing will not be left with unreasonably small capital, (iii) available to Sub on the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedClosing Date.

Financing Commitments. An executed The Company and Purchaser have previously received: (i) a letter from TPG IV and certain other stockholders or prospective stockholders of Purchaser (the "TPG Equity Commitment Letter") confirming their commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $440 million in cash, subject to the terms and conditions thereof (the "TPG Equity Investment"); (ii) a letter from JLL Fund IV (the "JLL Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $110 million in cash, subject to the terms and conditions thereof (the "JLL Equity Investment"); (iii) a letter from CIBC (the "CIBC Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser in exchange for a number of Company Shares equal to the quotient of (A) $40 million divided by (B) the Per Share Merger Consideration (the "CIBC Rollover Shares"), subject to the terms and conditions thereof (the "CIBC Equity Investment"): (iv) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedconfirming its commitment, subject to the terms and conditions contained thereinthereof, to purchase equity securities lend up to $660 million to Operating pursuant to the New Credit Agreement; and (v) a bridge loan commitment from Banc of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule America Securities LLC (the "Marathon Fund Commitment LetterBridge Loan Commitment" and, together collectively with the Bank TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Vestar Bank Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("MarathonFinancing Commitments") pursuant to which Marathon has committedconfirming, subject to the terms and conditions contained thereinthereof, its commitment to purchase equity securities provide up to $490 million of Investors for an aggregate purchase price bridge loan financing to Operating or to privately place up to $490 million of $35,000,000New Notes in the Notes Offering. The obligations proceeds of the Equity Investments shall be used by Purchaser to fund subscribe and pay for shares of capital stock of Merger Sub, which proceeds shall be used by the commitments under Company immediately following the Commitment Letters are not subject Effective Time to any condition other than set forth in pay a portion of the Commitment LettersAggregate Purchase Price. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on The proceeds from the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in transactions contemplated by the Bank Commitment Letter inaccurateand the Bridge Loan Commitment shall be used by Operating for purposes of, (ii) cause among other things, consummating the Bank Commitment Letter transactions contemplated hereby, including the Refinancing, paying the Aggregate Option Consideration, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to be ineffective or (iii) preclude in any material respect the satisfaction Operating. True and complete copies of the conditions set forth in Financing Commitments have been delivered to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An Parent has delivered to the Company true and complete copies of executed commitment letter letters from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 each Equity Provider to provide equity financing in an aggregate amount set forth therein (the "Bank Commitment Letter"“Equity Funding Letters” and such investment referred to as the “Financing”), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, no amendment or modification of the Commitment Equity Funding Letters is contemplated, and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. The Parent or the Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters that are payable on or prior to the date hereof and the Equity Funding Letters are in full force and effect and have not been amended are the valid, binding and enforceable obligations of the Parent and the Merger Sub and, to the Knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in any material respector expressly contemplated by the Equity Funding Letters. To Assuming the knowledge of Holdings Financing is funded and Merger Sub, assuming all the accuracy of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in Section 2.2 and compliance by the Management Equity Agreements Company and the Other Company Subsidiaries with the agreements set forth in Section 4.1 and Section 4.2, the net proceeds contemplated by the Equity Agreements Funding Letters will in the aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate pay the Merger Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation As of the transactions contemplated by date of this Agreement, including no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the Financingpart of the Parent or the Merger Sub under the Equity Funding Letters, (i) and, as of the Surviving Corporation date of this Agreement, the Parent does not have any reason to believe that any of the conditions to the Financing will not be insolvent, (ii) satisfied or that the Surviving Corporation Financing will not be left with unreasonably small capital, (iii) available to the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) Parent or the capital Merger Sub on the date of the Surviving Corporation will not be impairedClosing.

Financing Commitments. An executed Parent has delivered to the Company a true, complete and correct copy of the debt commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20the date hereof from Citigroup Global Markets Inc. and Capital One, 2000 National Association (the "Bank “Debt Financing Commitment Letter"”), is included in Section 2.2(c) of pursuant to which the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and lender parties thereto have committed, subject to the terms and conditions contained set forth therein, (i) Bank of America has committed to provide senior debt financing lend the amount set forth therein to Parent and Merger Sub in (the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge “Debt Financing”). Parent has committed delivered to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment lettertrue, a true complete and correct copy of which is included in Section 2.2(b) the equity commitment letter, dated as of the Holdings Disclosure Schedule date hereof, from the Sponsor listed therein (the "Vestar “Equity Financing Commitment Letter",” and together with the Debt Financing Commitment Letter, the “Financing Commitments”), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar the Sponsor has committed, subject to the terms and conditions contained set forth therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included invest in Section 2.2(c) of Parent the Holdings Disclosure Schedule cash amount set forth therein (the "Marathon Fund Commitment Letter" and“Equity Financing”, and together with the Bank Commitment Letter Debt Financing, the “Financing”). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and the Vestar Commitment Letter, respective commitments contained in the "Commitment Letters" and Financing Commitments have not been withdrawn or rescinded in any respect. There are no side letters or other Contracts or arrangements that affect the financing to be provided thereunder, conditionality or amount of the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition Financing other than as expressly set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on Financing Commitments delivered to the date Company pursuant to the first two sentences of this Agreement which Section 4.7. Parent has fully paid any and all commitment fees or other fees or expenses in their good faith judgment would reasonably be expected connection with the Financing Commitments that are payable on or prior to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, and the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To are the legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Holdings and Merger SubParent, assuming all each of the representations and warranties other parties thereto, except as may be limited by the Enforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the Company set forth herein are truefull amount of the Financing, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made other than as expressly set forth in the Management Equity Agreements and Financing Commitments. Parent is not aware of the Other Equity Agreements occurrence of any event which, with or without notice, lapse of time or both, could reasonably be expected to constitute a default or breach on the part of Parent or any other party thereto under any of the Financing Commitments. Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied. The aggregate proceeds from the Financing will be sufficient for the Parent to consummate (i) satisfy its obligation to pay the Merger Consideration and to pay all related fees and expenses. The financing and other fees that are due and payable under off the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolventReplaced Indebtedness, (ii) pay any and all fees and expenses required to be paid by Parent in connection with the Surviving Corporation will not be left with unreasonably small capitaltransactions contemplated hereby and by the Financing, and (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital satisfy all of the Surviving Corporation will not be impairedother payment obligations of Parent contemplated hereunder and/or under the Financing Commitments.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge"a) and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to make an Advance (isuch Advance, the “Initial Term Loan Advance”) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company on the Effective Date, in the an aggregate amount of $200,000,000equal to such Lender’s Initial Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Initial Term Loan Total Commitment. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(bInitial Term Loan Advances once repaid may not be reborrowed. (b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and on or prior to the Delayed Draw Term Loan Termination Date, in an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund amount equal to such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment Letter" and, together with as to all Lenders, in an aggregate principal amount equal to the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV reborrowed. ("Marathon"c) pursuant to which Marathon has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make Advances (such Advances, “Revolving Advances”) available to the Company, from time to time on any Business Day, in an aggregate purchase price amount outstanding at one time up to but not exceeding the amount of $35,000,000such ▇▇▇▇▇▇’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The obligations to fund Financing Commitments shall terminate on the commitments under the Commitment Letters are not Maturity Date. Within such limits and subject to any condition the other than set forth in the Commitment Letters. Holdings terms and Merger Sub have no actual knowledge conditions of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, Company may borrow (iand re-borrow) the Surviving Corporation will not be insolvent, (iiAdvances under this Section 2.01(b) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedprepay Revolving Advances.

Financing Commitments. An executed commitment letter from Bank (a) Parent has provided the Company with true and complete copies of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As as of the date hereof, from ▇▇▇▇▇ Fargo Capital Finance, LLC (the Commitment Letters “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger and the other transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”) and (ii) the Equity Financing Commitments (together with the Debt Financing Commitment, the “Financing Commitments”) regarding the proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect as of the date hereof and are the legal, valid and binding obligations of Parent and the Acquisition Subsidiary and, to the knowledge of Parent, of the other parties thereto, in accordance with the terms and conditions thereof, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Assuming only that the Equity Financing is funded, Parent and the Acquisition Subsidiary will have at the Effective Time funds sufficient to pay all of the amounts payable under Article 2 of this Agreement and all fees and expenses associated therewith. Each Financing Commitment has not been amended or modified, and the commitments set forth in each Financing Commitment has not been withdrawn or rescinded in any material respect. To There are no conditions precedent or other contingencies related to the knowledge of Holdings and Merger Sub, assuming all funding of the representations and warranties full amount of the Company Financing at Closing hereunder other than the conditions to Closing set forth herein are trueand in the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the funds contemplated part of Parent or the Acquisition Subsidiary under any term or condition of the Financing Commitments. Neither Parent nor Acquisition Subsidiary has any reason to be received pursuant believe that any of the conditions to the Commitment Letters together with Financing Commitments will not be satisfied or that the roll over contributions Financing will not be available to be made as set forth in Parent and Acquisition Subsidiary at the Management Equity Agreements Effective Time. Parent has fully paid any and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing commitment and other fees that have been incurred and are due and payable under on or prior to the date hereof in connection with each Commitment Letters have been paid in fullLetter. Holdings and Merger Sub believe thatNotwithstanding anything to the contrary contained herein, upon Parent’s obligation to consummate the transactions contemplated hereby is not contingent on Parent’s ability to obtain any financing prior to consummating the Merger. (b) The following provision is not intended to imply that the Debt Financing is a condition to consummation of the transactions contemplated by hereby. The Debt Financing Commitment may, in accordance with the provisions of this Agreement, including be superseded at the Financingoption of Parent after the date of this Agreement but prior to the Effective Time by instruments (the “Alternative Financing Commitments”) replacing the then existing Debt Financing Commitment, provided that any Alternative Financing Commitment will be on terms that are no less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) than the terms of the Debt Financing Commitment such Alternative Financing Commitment is replacing. In such event, (ix) the Surviving Corporation term “Financing Commitments” as used herein will be deemed to include the Financing Commitments that are not be insolventso superseded at the time in question and the Alternative Financing Commitments to the extent then in effect, and (iiy) the Surviving Corporation term “Debt Financing” as used herein will not be left with unreasonably small capital, mean the debt financing contemplated by the Financing Commitments as modified pursuant to the foregoing clause (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedx).

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 Columbia has obtained written commitments (the "Bank Commitment LetterFinancing Commitments"), ) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Columbia or any of their respective subsidiaries which Columbia deems is included advisable to refinance in Section 2.2(c) connection with the consummation of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letterother transactions contemplated hereby) and to pay all associated fees, the "Commitment Letters" costs and the financing to be provided thereunder, expenses (the "Financing"). Columbia has provided true, dated December 20accurate and complete copies of such commitments to Aztar. None of the Financing Commitments has been amended, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant modified or terminated prior to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make Agreement, and the material assumptions or statements set forth respective commitments contained in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective Financing Commitments have not been withdrawn or (iii) preclude rescinded in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letterrespect. As of the date hereof, the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To (based on and assuming the knowledge of Holdings and Merger Sub, assuming all accuracy of the representations and warranties of Aztar in this Agreement and the Company set forth herein compliance by Aztar with its obligations hereunder) no event has occurred which, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Columbia under any of the Financing Commitments. There are true, the funds contemplated to be received pursuant no conditions precedent or other contingencies related to the Commitment Letters together with funding of the roll over contributions to be made full amount of the Financing, other than as set forth in or contemplated by the Management Equity Agreements Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Columbia's and the Other Equity Agreements Aztar's cash and cash equivalents, will be sufficient for Columbia to pay the aggregate Merger Consideration and to consummate the Merger Consent/Tender Offers (as defined in Section 4.01(c)), if any (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. The financing Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Columbia has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Columbia on or prior to the Closing Date. Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other fees that are due and payable under alternative sources of funds prior to the Commitment Letters have been paid in full. Holdings and Merger Sub believe thatClosing, upon as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedMerger.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge"a) and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to make an Advance (isuch Advance, the “Initial Term Loan Advance”) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company on the Effective Date, in the an aggregate amount of $200,000,000equal to such Lender’s Initial Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Initial Term Loan Total Commitment. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(bInitial Term Loan Advances once repaid may not be reborrowed. (b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and on or prior to the Delayed Draw Term Loan Termination Date, in an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund amount equal to such Lender’s Delayed Draw Term Loan Commitment Letter" and, together with as to all Lenders, in an aggregate principal amount equal to the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV reborrowed. ("Marathon"c) pursuant to which Marathon has committed, subject Subject to the terms and conditions contained thereinset forth herein, each Lender hereby severally agrees to purchase equity securities of Investors for make Advances (such Advances, “Revolving Advances”) available to the Company, from time to time on any Business Day, in an aggregate purchase price amount outstanding at one time up to but not exceeding the amount of $35,000,000such Lender’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The obligations to fund Financing Commitments shall terminate on the commitments under the Commitment Letters are not Maturity Date. Within such limits and subject to any condition the other than set forth in the Commitment Letters. Holdings terms and Merger Sub have no actual knowledge conditions of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, Company may borrow (iand re-borrow) the Surviving Corporation will not be insolvent, (iiAdvances under this Section 2.01(b) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedprepay Revolving Advances.

Financing Commitments. An As of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letter from Bank of Americaletters, N.A. dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company ("Bank of America"“TopCo”), Banc of America Bridge LLC and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof ("Banc of America Bridge"the “Commitment Letters”) and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which is included in Section 2.2(b) would reasonably be expected to reduce the aggregate principal amount of the Holdings Disclosure Schedule Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the "Vestar Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter"), dated December 20in the form so delivered, 2000 from Vestar Capital Partners IVis a legal, L.P. valid and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto ("Vestar") pursuant to which Vestar has committed, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the terms and conditions contained thereinDebt Financing is received as contemplated by the Commitment Letters, to purchase equity securities the aggregate amount of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of net proceeds from the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" andDebt Financing, together with the Bank Commitment Letter cash, cash equivalents and other financial assets of Parent and the Vestar Commitment LetterCompany, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"“Required Amount”), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject . There are no side letters or other written agreements or contracts relating to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under Debt Financing contemplated by the Commitment Letters are not subject to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any condition other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters. Holdings Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected (B) subject to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth contained in the Bank Commitment Letter. As of the date Section ‎ ‎5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters are in full force an amount required to pay the Required Amount (after taking into account any other Financing, if any, and effect cash, cash equivalents and have other financial assets of Parent and the Company) will not been amended in any material respectbe available to Parent or Merger Sub at the Closing. To the knowledge of Holdings and Merger SubParent has fully paid all commitment fees or other fees, assuming all of the representations and warranties of the Company set forth herein are trueif any, the funds contemplated to be received pursuant to required by the Commitment Letters together with the roll over contributions to be made as set forth in paid prior to the Management Equity Agreements and date of this Agreement. Notwithstanding anything to the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings contrary herein, each of Parent and Merger Sub believe thatexpressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, upon consummation the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, including as applicable, to the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedCommitment Letters.