Common use of Financing Commitments Clause in Contracts

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, 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 part 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered a true and complete, fully An executed copy of a commitment letter, dated as of June 11, 2008, between Parent and letter from Bank of America, N.A.N.A. ("Bank of America"), Banc of America Securities LLC, UBS Loan Finance LLC, UBS Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect dated as of the date of this Agreement December 20, 2000 (the “Financing "Bank Commitment Letter”"), pursuant is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to which, the Bank Commitment Letter and subject to the terms and conditions thereofcontained 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 parties thereto "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 Parent set forth in the Commitment Letters. Holdings and Merger Sub) Sub have committed to lend the amounts set forth therein (the “Financing”) for the purpose no actual knowledge of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified any fact or rescinded in any respect prior to occurrence existing on the date of this Agreement. The Financing 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 is 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 constitutes have not been amended in any material respect. To the legal, valid, and binding obligation knowledge of each of Parent Holdings 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 the accuracy all of the representations and warranties of the Company set forth in Article III and herein are true, the Company’s compliance funds contemplated to be received pursuant to the Commitment Letters together with its agreements the roll over contributions to be made as set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent Management Equity Agreements and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to Other Equity Agreements will be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of consummate the Merger Consideration and to pay all related fees and expenses (including expenses. The financing and other fees that are due and payable under the estimated fees Commitment Letters have been paid in full. Holdings and expenses Merger Sub believe that, upon consummation of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of transactions contemplated by this Agreement, no event has occurred that would constitute a breach or default including the Financing, (or an event that with notice or lapse of time or both would constitute a default), in each case, on i) the part 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 (excluding Section 6.3(e)), 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 Surviving Corporation will not be available 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 Parent on pay such debts as they mature and (iv) the Closing Date. Parent has fully paid all commitment fees or other fees required to capital of the Surviving Corporation will not be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterimpaired.

Financing Commitments. Parent has delivered to the Company a true and complete, fully complete copy as of the date hereof of the executed copy of a financing commitment letter, dated as of June 11September 9, 20082015, between by and among Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.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 any related fee letter (collectively, the “Ancillary Letters”) (provided that percentages and amount of (i) the fees, (ii) the economic provisions of the market flex, (iii) the 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 (the “Financing Commitment Letter”), pursuant to whichAgreement, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 Financing Commitment Letter has have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter Letter, in the form so delivered, is in full force and effect and constitutes the a legal, valid, valid and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not thereto (subject to any conditions precedentapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other than as expressly set forth laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming the Financing Commitment Letter. Subject to is received as contemplated by the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 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 Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be sufficient for Parent and repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Surviving Company to pay the aggregate cash portion of Offer or the Merger Consideration and to pay all related fees other costs and expenses (including required to be paid or satisfied by Parent in connection with the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of transactions contemplated by this Agreement. As of the date of this AgreementThere are no side letters or other agreements, no event has occurred that would constitute a breach contracts or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party arrangements relating to the Financing contemplated by the Commitment Letter other than the Ancillary Letters and customary engagement letters, which engagement letters do not contain any condition to the availability or timing of the Financing contemplated by the 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 Sections 6.1 Section 5.1 and 6.3 (excluding Section 6.3(e))Annex A hereof, Parent has no knowledge of does not have any facts or circumstances that are reasonably likely reason to result in any of the conditions to the Financing not being satisfied or believe that the Financing contemplated by the Commitment Letter will not be available to Parent on or Merger Sub at the Closing DateClosing. Parent has fully paid all commitment fees or other fees fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement pursuant Agreement. There are no conditions precedent or other contingencies related to the Financing funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete, fully executed complete copy of a the executed debt financing commitment letterletters, dated as of June 11January 13, 20082025, between Parent by and Bank of Americaamong Parent, N.A.Queen TopCo, Banc of America Securities LLC, UBS Loan Finance LLCa Delaware limited liability company (“TopCo”), UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect as of on the date of this Agreement hereof (the “Commitment Letters”) and 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 would reasonably be expected to reduce the aggregate principal amount of the Debt Financing Commitment Letter”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) or impose additional conditions to the funding of the Debt Financing), . The debt financing committed pursuant to which, and subject the Commitment Letters is collectively referred to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (in this Agreement as the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Each Commitment Letter is in full force and effect and constitutes as of the legal, validdate of this Agreement, and binding obligation of the commitments contained in each of Parent and Merger SubCommitment Letter have not been withdrawn, as applicablemodified, andrescinded or terminated or otherwise amended, supplemented or modified in any respect prior 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II date of this Agreement. 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)each Commitment Letter, in each casethe form so delivered, on the part is a legal, valid and binding obligation of Parent or Merger Sub under the Financing Commitment Letter orand TopCo and, to the knowledge Knowledge of Parent, the other parties thereto (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 Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and Merger Subthe Company, 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 “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters 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 other party 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 Financing Commitment LetterRequired 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 or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Sections 6.1 Section 5.1 and 6.3 (excluding Section 6.3(e))Annex A hereof, Parent has no knowledge of does not have any facts or circumstances that are reasonably likely reason to result in any of the conditions to the Financing not being satisfied or believe that the Debt Financing contemplated by the Commitment Letters in an 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) will not be available to Parent on or Merger Sub at the Closing DateClosing. Parent has fully paid all commitment fees or other fees fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement pursuant Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, 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, as applicable, to the Commitment LetterLetters.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, 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 part 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 (excluding Section 6.3(e))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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent Pinnacle has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement obtained written commitments (the “Financing Commitment LetterCommitments”)) 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 connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, pursuant to which, costs and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein expenses (the “Financing”) for the purpose ). Pinnacle has provided true, accurate and complete copies of funding the transactions contemplated by this Agreementsuch commitments to Aztar. None of the Financing Commitments has been amended, modified or terminated prior to the date of this Agreement, and the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to respect. As of the date of this Agreement. The hereof, the Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of 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, (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the Company 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 no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in Article III and or contemplated by the Company’s compliance with its agreements set forth in Article V, the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment LetterCommitments, together with the anticipated Pinnacle’s and Aztar’s cash on hand of Parent and the Companycash equivalents, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to will be sufficient for Parent and the Surviving Company Pinnacle to pay the aggregate cash portion of the Merger Consideration and to consummate the 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 (including expenses. Based on and assuming the estimated fees and expenses accuracy of the Company to representations and warranties of Aztar in this Agreement and the extent previously disclosed to Parent)compliance by Aztar with its obligations hereunder, including payment of all amounts under Article II of this Agreement. As Pinnacle has no reason as of the date of this Agreement, no event has occurred hereof to believe 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 part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing contemplated by the Financing Commitments will not being be satisfied or that the Financing will not be made available to Parent Pinnacle on or prior the Closing Date. Parent has fully paid all commitment fees Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other fees required to be paid alternative sources of funds prior to the date Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of this Agreement pursuant to the Financing Commitment Letterconsummation of the Merger.

Financing Commitments. Parent Pinnacle has delivered a true obtained written commitments (the "Financing Commitments") for the financing necessary to consummate the Merger and completethe 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 connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, fully executed copy costs and expenses (the "Financing"). Pinnacle has provided true, accurate and complete copies of a commitment lettersuch commitments to Aztar. None of the Financing Commitments has been amended, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments modified or terminated prior to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to whichAgreement, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 Financing Commitment Letter has Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to respect. As of the date of this Agreement. The hereof, the Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of 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, (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the Company 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 no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in Article III and or contemplated by the Company’s compliance with its agreements set forth in Article V, the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment LetterCommitments, together with the anticipated Pinnacle's and Aztar's cash on hand of Parent and the Companycash equivalents, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to will be sufficient for Parent and the Surviving Company Pinnacle to pay the aggregate cash portion of the Merger Consideration and to consummate the 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 (including expenses. Based on and assuming the estimated fees and expenses accuracy of the Company to representations and warranties of Aztar in this Agreement and the extent previously disclosed to Parent)compliance by Aztar with its obligations hereunder, including payment of all amounts under Article II of this Agreement. As Pinnacle has no reason as of the date of this Agreement, no event has occurred hereof to believe 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 part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing contemplated by the Financing Commitments will not being be satisfied or that the Financing will not be made available to Parent Pinnacle on or prior the Closing Date. Parent has fully paid all commitment fees Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other fees required to be paid alternative sources of funds prior to the date Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of this Agreement pursuant to the Financing Commitment Letterconsummation of the Merger.

Financing Commitments. (a) Parent has delivered will use commercially reasonable efforts to fully satisfy, on a true timely basis, all terms, conditions, representations and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between warranties set forth in the Commitment Letters. Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments will use commercially reasonable efforts to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions thereofno 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 parties thereto 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 event within two (other than 2) Business Days, if at any time prior to the Closing Date (i) 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 terms set forth therein. Parent shall not amend or alter, or agree to amend or alter, any Commitment Letter in 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) preparation of business projections and financial statements (including pro forma financial statements) as are reasonably requested by Parent in connection with the Debt Financing, (iii) 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 private placement memoranda or prospectuses in relation to a debt securities offering shall be issued only by Parent or Merger Sub, (iv) have committed 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 chief financial officer of the Company with respect to lend solvency matters); provided, however that no obligation of the amounts set forth therein 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 purpose of funding financing to be used in connection with the transactions contemplated by this Agreement. None , and (vi) taking all corporate actions, subject to the occurrence of the respective commitments contained in Closing, reasonably requested by Parent to permit the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to consummation of the date of this AgreementDebt Financing. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, Company shall also take such further action as applicable, and, may be required 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses cause an independent auditor of the Company to the extent previously disclosed to Parent)provide any unqualified opinions, including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach consents or default (or an event that customary comfort letters with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, respect to the knowledge of Parent financial statements. The Company shall allow Parent’s Representatives the opportunity to review and Merger Sub, any other party comment upon the financial statements (including pro forma financial statements) in draft form and to allow such representatives access to the Financing Commitment Letter. As of the date of this Agreement, Company and subject supporting documentation with respect to the satisfaction preparation of such financial statements and the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely independent auditors’ work papers relating to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Lettersuch financial statements.

Financing Commitments. (a) Parent has delivered a provided the Company with true and complete, fully executed copy complete copies of a (i) the commitment letter, dated as of June 11the date hereof, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇from ▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FundingFargo Capital Finance, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement LLC (the “Debt Financing Commitment LetterCommitment”), pursuant to which, regarding the amounts set forth therein for the purposes of financing the Merger and subject to the terms other transactions contemplated by this Agreement and conditions thereofrelated fees and expenses (the “Debt Financing”) and (ii) the Equity Financing Commitments (together with the Debt Financing Commitment, the parties thereto (other than Parent and Merger Sub“Financing Commitments”) have committed to lend regarding the amounts proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement). The Financing Commitment Letter is Commitments are in full force and effect as of the date hereof and constitutes are the legal, valid, valid and binding obligation of each obligations of Parent and Merger Sub, as applicable, the Acquisition Subsidiary and, to the knowledge of Parent, of 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 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 respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment Letter, and assuming at Closing hereunder other than the accuracy of the representations and warranties of the Company conditions to Closing set forth herein and in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this AgreementCommitments. As of the date of this Agreement, no No event has occurred that would constitute a breach which, with or default (or an event that with notice or without notice, lapse of time or both both, would constitute a default), in each case, default or breach on the part of Parent or Merger Sub the Acquisition Subsidiary under any term or condition of the Financing Commitment Letter or, Commitments. Neither Parent nor Acquisition Subsidiary has any reason 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing Commitments will not being be satisfied or that the Financing will not be available to Parent on and Acquisition Subsidiary at the Closing DateEffective Time. Parent has fully paid any and all commitment fees or and other fees required to be paid that have been incurred and are due and payable on or prior to the date hereof in connection with each Commitment Letter. Notwithstanding anything to the contrary contained herein, 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 hereby. The Debt Financing Commitment may, in accordance with the provisions of this Agreement, be superseded at the option 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, (x) the term “Financing Commitments” as used herein will be deemed to include the Financing Commitments that are not so superseded at the time in question and the Alternative Financing Commitments to the extent then in effect, and (y) the term “Debt Financing” as used herein will mean the debt financing contemplated by the Financing Commitments as modified pursuant to the Financing Commitment Letterforegoing clause (x).

Financing Commitments. The Parent has delivered a to the Company true and complete, fully complete copies of (i) executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement letters (the “Financing Commitment LetterEquity Funding Letters”), pursuant ) from the Funding Parties to which, provide equity financing in an aggregate amount set forth therein and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Equity Financing”) for and (ii) executed commitment letters (the purpose “Debt Commitment Letters”, and, together with the Equity Funding Letters, the “Financing Letters”) from Royal Bank of funding Canada to provide debt financing in an aggregate amount set forth therein and subject to the transactions contemplated by terms and conditions set forth therein (being collectively referred to as the “Debt Financing,” and together with the 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 , none of the Equity Funding Letters or Debt Commitment Letters has been amended or modified, no such amendment or modification is contemplated (provided that the Parent and the Merger Sub may replace or amend the Debt Commitment Letters to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, or otherwise so long as the terms would not (A) expand upon the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letters as of the date hereof or (B) materially delay the Closing), and the respective commitments contained in the Financing Commitment Letter has such letters have not been withdrawn, modified withdrawn or rescinded in any respect 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 of this Agreement. The Financing hereof and the Equity Funding Letters and the Debt Commitment Letter is Letters are in full force and effect and constitutes are the legal, valid, binding and binding obligation enforceable obligations of each of the Parent and the Merger Sub, as applicable, Sub and, to the knowledge Knowledge of the Parent, the other parties thereto. The Financing Commitment Letter is not subject There are no conditions precedent or other contingencies related to any conditions precedentthe funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Equity Funding Letters or the Debt Commitment Letters. Assuming the Financing Commitment Letter. Subject to the terms and conditions of is funded in accordance with the Financing Commitment LetterLetters, and assuming the accuracy of the representations and warranties of the Company set forth in Article III II to the extent necessary to satisfy the condition in Section 7.2 and performance by the Company’s compliance with Company of its agreements set forth in Article Vobligations under this Agreement, the aggregate net proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent Equity Funding Letters and the Company, including their respective US and foreign Subsidiaries, Debt Commitment Letters will in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent the Merger Sub and the Surviving Company Corporation to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this AgreementConsideration. 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 that would constitute a breach which, with or default (or an event that with notice or without notice, lapse of time or both both, would constitute a default), in each case, default on the part of the Parent or the Merger Sub under the Financing Equity Funding Letters or the Debt Commitment Letter or, Letters and (ii) the Parent does not have any reason 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing will not being be satisfied or that the Financing will not be available to the Parent or the Merger Sub on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment LetterClosing.

Financing Commitments. Parent has delivered a true (a) Subject to the terms and completeconditions set forth herein, fully executed copy of a commitment lettereach Lender hereby severally agrees to make an Advance (such Advance, dated the “Initial Term Loan Advance”) to the Company on the Effective Date, in an aggregate amount equal to such Lender’s Initial Term Loan Commitment and, as of June 11to all Lenders, 2008in an aggregate principal amount equal to the Initial Term Loan Total Commitment. Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, between Parent each Lender hereby severally agrees to make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and Bank of Americaon or prior to the Delayed Draw Term Loan Termination Date, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ in an aggregate amount equal to such ▇▇▇▇▇▇▇ Senior Funding’s Delayed Draw Term Loan Commitment and, Inc.as to all Lenders, including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject an aggregate principal amount equal to the terms and conditions thereof, the parties thereto Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (other than Parent and Merger Subc) have committed to 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 Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article Vherein, the aggregate proceeds each Lender hereby severally agrees to be disbursed pursuant make Advances (such Advances, “Revolving Advances”) available to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiariesfrom time to time on any Business Day, in the an aggregate amount outstanding at one time up to but not exceeding the amount of $1,155,600,000 are reasonably expected such ▇▇▇▇▇▇’s Revolving Commitment and, as to be sufficient for Parent all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The Financing Commitments shall terminate on the Maturity Date. Within such limits and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company subject to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date other terms and conditions of this Agreement, no event has occurred that would constitute a breach or default the Company may borrow (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub and re-borrow) Advances under the Financing Commitment Letter or, to the knowledge of Parent this Section 2.01(c) 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterprepay Revolving Advances.

Financing Commitments. Parent (a) Buyer has delivered a true to Seller on or prior to the Execution Date complete and complete, fully correct copies of executed copy of a (i) equity commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Equity Commitment Letter”)) from Labor Impact Fund, L.P. (the “Equity Source”) to provide equity financing to Buyer for a portion of the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (the “Equity Financing”) and (ii) debt commitment letter (a “Debt Commitment Letter”) from Orion Energy Partners, L.P. (the “Debt Lender”) pursuant to which, and subject to which the Debt Lender has committed (on the terms and conditions thereof, the parties thereto (other than Parent and Merger Subset forth therein) have committed to lend provide debt financing to Buyer in the amounts set forth therein for a portion of the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (the “Debt Financing” and, together with the Equity Financing, the “Financings”). (b) As of the Execution Date, the Equity Commitment Letter and the Debt Commitment Letter (the “Financing Commitments”) for 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 purpose Debt Commitment Letter as of funding the transactions contemplated by this Agreement. None of Execution Date) and the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified rescinded or rescinded in any respect prior to terminated by Buyer or the date of this AgreementFinancing Sources party thereto. The Financing Commitment Letter is in full force and effect and constitutes Commitments constitute the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicableBuyer, and, to the knowledge of ParentBuyer’s Knowledge, the other parties theretothereto (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). The 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 Commitment Letter is not subject 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, other than as expressly set forth 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 Commitment LetterCommitments. 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 of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, 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 part 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, Commitments and subject to the satisfaction of the conditions contained in Sections 6.1 Article VIII, and 6.3 assuming that the Financings are funded in accordance with the terms and conditions of the Financing Commitments, the aggregate proceeds contemplated by the Financing Commitments, together with other financial resources of Buyer including unrestricted cash, cash equivalents and marketable securities (excluding Section 6.3(e)), Parent has no knowledge net of any facts or circumstances that are reasonably likely to result in any applicable Tax liabilities) of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent Buyer on the Closing Date. Parent has fully paid , will be sufficient for Buyer to consummate the Contemplated Transactions, to pay all commitment related fees or other fees required and expenses of Buyer payable at the Closing, and to be paid prior to fund the date Cleaning Work which is necessary for the commencement of this Agreement pursuant to the Financing Commitment Lettercommercial operations.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete, fully executed complete copy of a the executed debt financing commitment letterletters, dated as of June 11January 13, 20082025, between Parent by and Bank of Americaamong Parent, N.A.Queen TopCo, Banc of America Securities LLC, UBS Loan Finance LLCa Delaware limited liability company (“TopCo”), UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect as of on the date of this Agreement hereof (the “Commitment Letters”) and 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 would reasonably be expected to reduce the aggregate principal amount of the Debt Financing Commitment Letter”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) or impose additional conditions to the funding of the Debt Financing), . The debt financing committed pursuant to which, and subject the Commitment Letters is collectively referred to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (in this Agreement as the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Each Commitment Letter is in full force and effect and constitutes as of the legal, validdate of this Agreement, and binding obligation of the commitments contained in each of Parent and Merger SubCommitment Letter have not been withdrawn, as applicablemodified, andrescinded or terminated or otherwise amended, supplemented or modified in any respect prior 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II date of this Agreement. 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)each Commitment Letter, in each casethe form so delivered, on the part is a legal, valid and binding obligation of Parent or Merger Sub under the Financing Commitment Letter orand TopCo and, to the knowledge Knowledge of Parent, the other parties thereto (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 Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and Merger Subthe Company, 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 “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters 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 other party 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 Financing Commitment LetterRequired 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 or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Sections 6.1 Section ‎ ‎5.1 and 6.3 (excluding Section 6.3(e))Annex A hereof, Parent has no knowledge of does not have any facts or circumstances that are reasonably likely reason to result in any of the conditions to the Financing not being satisfied or believe that the Debt Financing contemplated by the Commitment Letters in an 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) will not be available to Parent on or Merger Sub at the Closing DateClosing. Parent has fully paid all commitment fees or other fees fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement pursuant Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, 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, as applicable, to the Commitment LetterLetters.

Financing Commitments. Parent Columbia has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement obtained written commitments (the “Financing Commitment LetterCommitments”)) 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 advisable to refinance in connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, pursuant to which, costs and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein expenses (the “Financing”) for the purpose ). Columbia has provided true, accurate and complete copies of funding the transactions contemplated by this Agreementsuch commitments to Aztar. None of the Financing Commitments has been amended, modified or terminated prior to the date of this Agreement, and the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to respect. As of the date of this Agreement. The hereof, the Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of 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, (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the Company 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 no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in Article III and or contemplated by the Company’s compliance with its agreements set forth in Article V, the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment LetterCommitments, together with the anticipated Columbia’s and Aztar’s cash on hand of Parent and the Companycash equivalents, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to will be sufficient for Parent and the Surviving Company Columbia to pay the aggregate cash portion of the Merger Consideration and to consummate the 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 (including expenses. Based on and assuming the estimated fees and expenses accuracy of the Company to representations and warranties of Aztar in this Agreement and the extent previously disclosed to Parent)compliance by Aztar with its obligations hereunder, including payment of all amounts under Article II of this Agreement. As Columbia has no reason as of the date of this Agreement, no event has occurred hereof to believe 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 part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing contemplated by the Financing Commitments will not being be satisfied or that the Financing will not be made available to Parent Columbia on or prior to the Closing Date. Parent has fully paid all commitment fees Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other fees required to be paid alternative sources of funds prior to the date Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of this Agreement pursuant to the Financing Commitment Letterconsummation of the Merger.

Financing Commitments. Parent has delivered to the Company a true true, complete and complete, fully executed correct copy of a the debt commitment letter, letter dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement hereof from Citigroup Global Markets Inc. and Capital One, National Association (the “Debt Financing Commitment Letter”), pursuant to whichwhich the lender parties thereto have committed, and subject to the terms and conditions thereofset forth therein, to lend the parties thereto (other than amount set forth therein to Parent and Merger Sub) have committed Sub (the “Debt Financing”). Parent has delivered to lend the amounts Company a true, complete and correct copy of the equity commitment letter, dated as of the date hereof, from the Sponsor listed therein (the “Equity Financing Commitment Letter,” and together with the Debt Financing Commitment Letter, the “Financing Commitments”), pursuant to which the Sponsor has committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amount set forth therein (the “Equity Financing”) for , and together with the purpose of funding Debt Financing, the transactions contemplated by this Agreement“Financing”). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified withdrawn or rescinded in any respect respect. There are no side letters or other Contracts or arrangements that affect the conditionality or amount of the Financing other than as expressly set forth in the Financing Commitments delivered to the Company pursuant to the first two sentences of this Section 4.7. Parent has fully paid any and all commitment fees or other fees or expenses in connection with the Financing Commitments that are payable on or prior to the date of this Agreement. The hereof, and the Financing Commitment Letter is Commitments are in full force and effect and constitutes are the legal, valid, binding and binding obligation of each enforceable obligations of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the other parties thereto, except as may be limited by the Enforceability Exceptions. The Financing Commitment Letter is not subject There are no conditions precedent or other contingencies related to any conditions precedentthe funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment LetterCommitments. Subject to the terms and conditions Parent is not aware of the Financing Commitment Letteroccurrence of any event which, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article Vor without notice, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would both, could reasonably be expected to constitute a default), in each case, default or breach on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to thereto under any of the Financing Commitment LetterCommitments. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances reason to believe that are reasonably likely to result in any of the conditions to the Financing contemplated by the Financing Commitments will not being satisfied or that be satisfied. The aggregate proceeds from the Financing will not be available sufficient for the Parent to Parent on (i) satisfy its obligation to pay the Closing Date. Parent has fully paid Merger Consideration and to pay off the Replaced Indebtedness, (ii) pay any and all commitment fees or other fees and expenses required to be paid prior to by Parent in connection with the date transactions contemplated hereby and by the Financing, and (iii) satisfy all of this Agreement pursuant to the other payment obligations of Parent contemplated hereunder and/or under the Financing Commitment LetterCommitments.

Financing Commitments. Parent has delivered a true (a) Subject to the terms and completeconditions set forth herein, fully executed copy of a commitment lettereach Lender hereby severally agrees to make an Advance (such Advance, dated the “Initial Term Loan Advance”) to the Company on the Effective Date, in an aggregate amount equal to such Lender’s Initial Term Loan Commitment and, as of June 11to all Lenders, 2008in an aggregate principal amount equal to the Initial Term Loan Total Commitment. Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, between Parent each Lender hereby severally agrees to make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and Bank of Americaon or prior to the Delayed Draw Term Loan Termination Date, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ in an aggregate amount equal to such ▇▇▇▇▇▇▇ Senior Funding’s Delayed Draw Term Loan Commitment and, Inc.as to all Lenders, including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject an aggregate principal amount equal to the terms and conditions thereof, the parties thereto Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (other than Parent and Merger Subc) have committed to 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 Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article Vherein, the aggregate proceeds each Lender hereby severally agrees to be disbursed pursuant make Advances (such Advances, “Revolving Advances”) available to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiariesfrom time to time on any Business Day, in the an aggregate amount outstanding at one time up to but not exceeding the amount of $1,155,600,000 are reasonably expected such ▇▇▇▇▇▇’s Revolving Commitment and, as to be sufficient for Parent all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The Financing Commitments shall terminate on the Maturity Date. Within such limits and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company subject to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date other terms and conditions of this Agreement, no event has occurred that would constitute a breach or default the Company may borrow (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub and re-borrow) Advances under the Financing Commitment Letter or, to the knowledge of Parent this Section 2.01(b) 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterprepay Revolving Advances.

Financing Commitments. Parent has delivered The Company and Purchaser have previously received: (i) a true letter from TPG IV and completecertain 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, fully executed copy 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 letterto 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"), dated as of June 11, 2008, between Parent subject to the terms and conditions thereof (the "CIBC Equity Investment"); (iv) a letter from Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement N.A. (the “Financing "Bank Commitment Letter”)") confirming its commitment, pursuant to which, and subject to the terms and conditions thereof, to lend up to $675 million to Operating pursuant to the parties thereto New Credit Agreement; and (other than Parent v) a bridge loan commitment from Banc of America Securities LLC (the "Bridge Loan Commitment" and, collectively with the TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Bank Commitment Letter, the "Financing Commitments") confirming, subject to the terms and conditions thereof, its commitment to provide up to $475 million of bridge loan financing to Operating or to privately place up to $475 million of New Notes in the Notes Offering. The proceeds of the Equity Investments shall be used by Purchaser to subscribe and pay for shares of capital stock of Merger Sub) have committed , which proceeds shall be used by the Company immediately following the Effective Time to lend pay a portion of the amounts set forth therein (the “Financing”) for the purpose of funding Aggregate Purchase Price. The proceeds from the transactions contemplated by this Agreementthe Bank Commitment Letter and the Bridge Loan Commitment shall be used by Operating for purposes of, among other things, consummating the 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 Operating. None True and complete copies of the respective commitments contained in the Financing Commitment Letter has Commitments have been withdrawn, modified or rescinded in any respect prior delivered to the date of this AgreementCompany. The Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is have 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, no event has occurred that would constitute a breach been amended or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result modified in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterrespect.

Financing Commitments. Parent has delivered a to the Company true and completecomplete copies of (a) an executed commitment letter from each of the 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., fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of AmericaJPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities Banc of America Bridge LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FundingBank of America, Inc., including all exhibits, schedules, and amendments N.A. to such letter provide debt financing in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts an aggregate amount set forth therein (the “Debt Financing,” and, together with the financing referred to in clause (a), the “Financing”) for the purpose of funding the transactions contemplated by this Agreement). None As of the respective commitments contained date hereof, each of the Equity Funding Letters and the Commitment Letter, in the Financing Commitment Letter has been withdrawnform so delivered, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the a legal, valid, valid and binding obligation of each of Parent and Merger Sub, as applicable, or Sub and, to the knowledge Knowledge of Parent, the other parties thereto. The Financing thereto and (assuming that such Equity Funding Letters and Commitment Letter constitute such obligations of such other parties) is in full force and 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 subject been withdrawn, rescinded or terminated in any respect, and as of the date hereof (x) neither Parent nor Sub is in breach of any of the terms or conditions set forth 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 Letter that are due as of the 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 precedentprecedent or other similar contractual contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Equity Funding Letters or the Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent Equity Funding Letters and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to Commitment Letter will be sufficient for Parent Sub and the Surviving Company Corporation to pay the aggregate cash portion of the 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 (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreementexpenses. 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), in each case, on assuming the part 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 accuracy of the date of this Agreement, representations and subject to the satisfaction of the conditions contained warranties set forth in Sections 6.1 and 6.3 (excluding Section 6.3(e))Article IV, Parent has no knowledge of does not have any facts or circumstances reason to believe that are reasonably likely to result in any of the conditions to the Financing will not being be satisfied or that the Financing will not be available to Parent Sub on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered a true An executed commitment letter from JPMorgan Chase Bank, N.A. and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FundingSecurities Inc. (together, Inc.the "Bank"), including all exhibits, schedules, and amendments to such letter in effect dated as of the date of this Agreement March 22, 2007 (the “Financing "Bank Commitment Letter”Letters"), pursuant is included in Section 4.6(a) of the Purchaser Disclosure Letter. Pursuant to which, the Bank Commitment Letters and subject to the terms and conditions thereofcontained therein, the parties thereto Bank has committed to provide financing sufficient to consummate the Merger (the "Financing"). 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. Parent and Merger Sub) the Purchaser have committed to lend the amounts set forth therein (the “Financing”) for the purpose no actual knowledge of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified any fact or rescinded in any respect prior to occurrence existing on the date of this AgreementAgreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letters inaccurate, (ii) cause the Bank Commitment Letters to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letters. The Financing As of the date hereof, the Bank Commitment Letter is Letters are in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to have not been amended in any material respect. 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the CompanyPurchaser, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected funds contemplated to be received pursuant to the Bank Commitment Letters, together with any additional funds from Parent, to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock will be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of consummate the Merger Consideration and to pay all related fees and expenses Expenses. The fees that are due and payable under the Bank Commitment Letters (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As i) as of the date hereof have been paid in full and (ii) as 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), the Closing will be paid in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of full. 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 (excluding Section 6.3(e)), Parent has Purchaser have no actual knowledge of any facts fact 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 available to Parent occurrence existing on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant which in their good faith judgment would reasonably be expected to indicate that, upon consummation of the Financing Commitment Lettertransactions contemplated by this Agreement, including the Financing, Parent, the Surviving Corporation, and their Subsidiaries, taken as a whole, will be insolvent, will be left with unreasonably small capital, will have incurred debts beyond their ability to pay such debts as they mature, or will have impaired capital.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of AmericaMerger Subsidiary shall use their commercially reasonable efforts to take, N.A.or cause to be taken, Banc of America Securities LLCall actions and to do, UBS Loan Finance LLCor cause to be done, UBS Securities LLC all things necessary, proper or advisable to arrange and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of obtain the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to on the terms and conditions thereofdescribed in the Financing Commitments, including by using commercially reasonable efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect to the Financing Commitments on the terms and conditions reflected in the Financing Commitments, (iii) 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 parties thereto (other than foregoing, Parent and Merger Sub) have committed Subsidiary may in any case obtain alternative financing from alternative sources on terms that are not less favorable, in the aggregate, to lend Parent and Subsidiary then the amounts set forth therein (the “Financing”) for the purpose of funding the transactions Financing contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified Commitments ("NEW FINANCING COMMITMENTS"); provided further that any such New Financing Commitments shall not (A) expand or rescinded adversely change in any material respect prior the conditions to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 LetterCommitments or (B) reasonably be expected to adversely impact the ability of Parent and Merger Subsidiary to perform their respective obligations under this Agreement. Subject 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 material 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 term "Financing" as used herein shall be deemed to mean the Financing contemplated by the Financing Commitments to the extent in effect at the time in question and the New Financing Commitments to the extent then in effect. In the event any portion of the Financing becomes unavailable on the terms and 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 not less favorable, in the aggregate, to Parent and Merger Subsidiary then the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, 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 part 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment LetterCommitments.

Financing Commitments. Parent has delivered a true and true, complete, fully and executed copy of a commitment letter, dated as of June 11July 31, 20082011, between Parent and Bank of Americaamong Parent, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FundingSecurities LLC and JPMorgan Chase Bank, Inc.N.A., including all exhibits, schedules, schedules and amendments to such letter in effect as of the date hereof (but, for the avoidance of this Agreement doubt, not including any related fee letter) (the “Financing Commitment Letter”), pursuant to whichwhich JPMorgan Chase Bank, and N.A. has committed, subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding redeeming or repurchasing the transactions contemplated by this AgreementCompany Notes to the extent necessary. None of the respective commitments contained in the Financing Commitment Letter has have been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to of the agreements loans contemplated by the Financing Commitment Letter, together with the amounts available to be borrowed pursuant to Parent’s loan facilities and Parent’s and Company’s anticipated cash on hand of Parent and the Companyhand, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company Corporation to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of redeem or repurchase the Company Notes to the extent previously disclosed necessary, to Parent), including payment of all repay or refinance amounts anticipated to be outstanding under Article II of this Agreementthe 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), in each case, ) on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger SubParent, 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 (excluding Section 6.3(e))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 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 first sentence of Section 5.14, having been satisfied. Parent has fully paid all commitment fees or other fees fees, if any, required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent Columbia has delivered a true obtained written commitments (the "Financing Commitments") for the financing necessary to consummate the Merger and completethe other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Columbia or any of their respective subsidiaries which Columbia deems is advisable to refinance in connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, fully executed copy costs and expenses (the "Financing"). Columbia has provided true, accurate and complete copies of a commitment lettersuch commitments to Aztar. None of the Financing Commitments has been amended, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments modified or terminated prior to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to whichAgreement, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 Financing Commitment Letter has Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to respect. As of the date of this Agreement. The hereof, the Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of 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, (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the Company 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 no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in Article III and or contemplated by the Company’s compliance with its agreements set forth in Article V, the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment LetterCommitments, together with the anticipated Columbia's and Aztar's cash on hand of Parent and the Companycash equivalents, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to will be sufficient for Parent and the Surviving Company Columbia to pay the aggregate cash portion of the Merger Consideration and to consummate the 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 (including expenses. Based on and assuming the estimated fees and expenses accuracy of the Company to representations and warranties of Aztar in this Agreement and the extent previously disclosed to Parent)compliance by Aztar with its obligations hereunder, including payment of all amounts under Article II of this Agreement. As Columbia has no reason as of the date of this Agreement, no event has occurred hereof to believe 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 part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing contemplated by the Financing Commitments will not being be satisfied or that the Financing will not be made available to Parent Columbia on or prior to the Closing Date. Parent has fully paid all commitment fees Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other fees required to be paid alternative sources of funds prior to the date Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of this Agreement pursuant to the Financing Commitment Letterconsummation of the Merger.

Financing Commitments. Parent has delivered a to the Company true and complete, fully complete copies of executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments letters from each Equity Provider to such letter provide equity financing in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts an aggregate amount set forth therein (the “Equity Funding Letters” and such investment referred to as the “Financing”) for ). As of the purpose date hereof, no amendment or modification of funding the transactions contemplated by this Agreement. None of Equity Funding Letters is contemplated, and the respective commitments contained in the Financing Commitment Letter has such letters have not been withdrawn, modified withdrawn or rescinded in any respect 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 of this Agreement. The Financing Commitment Letter is hereof and the Equity Funding Letters are in full force and effect and constitutes are the legal, valid, binding and binding obligation enforceable obligations of each of the Parent and the Merger Sub, as applicable, Sub and, to the knowledge Knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject There are no conditions precedent or other contingencies related to any conditions precedentthe funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Equity Funding Letters. Assuming the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, is funded and assuming the accuracy of the representations and warranties of the Company set forth in Article III Section 2.2 and compliance by the Company and the Company’s compliance Company Subsidiaries with its the agreements set forth in Article VSection 4.1 and Section 4.2, the aggregate net proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, Equity Funding Letters will in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent Merger Sub and the Surviving Company Corporation to pay the aggregate cash portion Merger Consideration and any other amounts required to be paid in connection with the consummation of the Merger Consideration transactions contemplated by this Agreement and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreementexpenses. As of the date of this Agreement, no event has occurred that would constitute a breach which, with or default (or an event that with notice or without notice, lapse of time or both both, would constitute a default), in each case, default on the part of the Parent or the Merger Sub under the Financing Commitment Letter orEquity Funding Letters, to the knowledge of Parent and Merger Suband, any other party to the Financing Commitment Letter. As as of the date of this Agreement, and subject the Parent does not have any reason to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing will not being be satisfied or that the Financing will not be available to the Parent or the Merger Sub on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment LetterClosing.

Financing Commitments. Parent has delivered previously received: (i) a true letter from Blackstone Capital Partners IV L.P. (the "FUND EQUITY COMMITMENT LETTER") confirming its commitment to subscribe for and completepurchase membership interests of Parent for an aggregate subscription price of $505 million in cash, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent subject to the terms and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and conditions thereof (the "FUND EQUITY INVESTMENT"); (ii) letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding▇▇▇▇ ▇▇▇▇▇▇ Capital Partners IV, Inc., including all exhibits, schedules, L.P. and amendments to such letter in effect as its related funds (the "MSCP FUNDS") and certain management stockholders of the date of this Agreement Company (the “Financing Commitment Letter”"VANGUARD 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"), pursuant to which, and subject to the terms and conditions thereofthereof (the "VANGUARD STOCKHOLDERS EQUITY INVESTMENT", and together with the Fund Equity Investment, the parties thereto "EQUITY INVESTMENTS"); and (other than Parent iv) a Commitment Letter dated July 9, 2004 from Bank of America, N.A., Citibank North America, Inc. and Merger Sub) have committed certain of their respective affiliates (including the Fee Letter referred to lend the amounts set forth therein (the “Financing”"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 in Section 4 ("Changes to Senior Credit Facilities") of the Fee Letter), to 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 senior subordinated notes, in each as described therein. The cash proceeds of the Equity Investments shall be used by Parent to subscribe and pay for shares of capital stock of Sub, which proceeds shall be used by the purpose Surviving Corporation immediately following the Effective Time to pay a portion of funding the Merger Consideration. The proceeds from the transactions contemplated by this Agreementthe Debt Financing Commitment Letters 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 Surviving Corporation. None True and complete copies of the respective commitments contained in the Financing Commitment Letter has Commitments and all related letters or agreements have been withdrawn, modified or rescinded in any respect prior delivered by Parent to the date of this AgreementCompany. The Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is have 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, no event has occurred that would constitute a breach been amended or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result modified in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterrespect.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Suba) have committed to 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 Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 set forth herein, each Lender hereby severally agrees to make an Advance (such Advance, the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of “Initial Term Loan Advance”) to the Company on the Effective Date, in an aggregate amount equal 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. Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to 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 Article III an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (c) Subject to the terms and the Company’s compliance with its agreements conditions set forth in Article Vherein, the aggregate proceeds each Lender hereby severally agrees to be disbursed pursuant make Advances (such Advances, “Revolving Advances”) available to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiariesfrom time to time on any Business Day, in the an aggregate amount outstanding at one time up to but not exceeding the amount of $1,155,600,000 are reasonably expected such Lender’s Revolving Commitment and, as to be sufficient for Parent all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The Financing Commitments shall terminate on the Maturity Date. Within such limits and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company subject to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date other terms and conditions of this Agreement, no event has occurred that would constitute a breach or default the Company may borrow (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub and re-borrow) Advances under the Financing Commitment Letter or, to the knowledge of Parent this Section 2.01(b) 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterprepay Revolving Advances.

Financing Commitments. Parent has delivered The Company and Purchaser have previously received: (i) a true letter from TPG IV and completecertain 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, fully executed copy 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 letterto 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"), dated as of June 11, 2008, between Parent subject to the terms and conditions thereof (the "CIBC Equity Investment"): (iv) a letter from Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement N.A. (the “Financing "Bank Commitment Letter”)") confirming its commitment, pursuant to which, and subject to the terms and conditions thereof, to lend up to $660 million to Operating pursuant to the parties thereto New Credit Agreement; and (other than Parent v) a bridge loan commitment from Banc of America Securities LLC (the "Bridge Loan Commitment" and, collectively with the TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Bank Commitment Letter, the "Financing Commitments") confirming, subject to the terms and conditions thereof, its commitment to provide up to $490 million of bridge loan financing to Operating or to privately place up to $490 million of New Notes in the Notes Offering. The proceeds of the Equity Investments shall be used by Purchaser to subscribe and pay for shares of capital stock of Merger Sub) have committed , which proceeds shall be used by the Company immediately following the Effective Time to lend pay a portion of the amounts set forth therein (the “Financing”) for the purpose of funding Aggregate Purchase Price. The proceeds from the transactions contemplated by this Agreementthe Bank Commitment Letter and the Bridge Loan Commitment shall be used by Operating for purposes of, among other things, consummating the 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 Operating. None True and complete copies of the respective commitments contained in the Financing Commitment Letter has Commitments have been withdrawn, modified or rescinded in any respect prior delivered to the date of this AgreementCompany. The Financing Commitment Letter is Commitments are in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is have 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, no event has occurred that would constitute a breach been amended or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part 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 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result modified in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterrespect.

Financing Commitments. Parent has delivered a true and complete, fully An executed copy of a commitment letter, dated as of June 11, 2008, between Parent and letter from Bank of America, N.A.N.A. ("Bank of America"), Banc of America Securities LLC, UBS Loan Finance LLC, UBS Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect dated as of the date of this Agreement December 20, 2000 (the “Financing "Bank Commitment Letter”"), pursuant is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to which, the Bank Commitment Letter and subject to the terms and conditions thereofcontained therein, the parties thereto (other than Parent and Merger Subi) have Bank of America has committed to 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 provide senior debt financing to Merger Sub in the Financing Commitment Letter 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 been withdrawn, modified or rescinded in any respect prior committed to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties purchase unsecured senior subordinated debt securities of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 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 sufficient for Parent and provided thereunder, the Surviving Company "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company which Marathon has committed, subject to the extent previously disclosed terms and conditions contained therein, to Parent), including payment purchase equity securities of all amounts Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under Article II 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 this Agreement. As of any fact or occurrence existing on the date of this Agreement, no event has occurred that Agreement which in their good faith judgment would constitute a breach reasonably be expected to (i) make the material assumptions or default (or an event that with notice or lapse of time or both would constitute a default), statements set forth in each case, on the part of Parent or Merger Sub under the Financing Bank Commitment Letter orinaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the knowledge satisfaction of Parent and Merger Sub, any other party to the Financing conditions set forth in the Bank Commitment Letter. As of the date of this Agreementhereof, the Commitment Letters are in full force and subject to effect and have not been amended in any material respect. To the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.Holdings

Financing Commitments. Parent has delivered a true The Purchaser shall use reasonable best efforts to take all actions prior to the Closing Date required under the Commitment Letter to obtain the Debt Financing on the terms and completeconditions set forth in the Commitment Letter (including, fully executed copy as necessary, any “flex” provisions of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.the Fee Letter), including all exhibits, schedules, and amendments to such letter (i) maintain in effect as each Commitment Letter and negotiate a definitive agreement (collectively, the “Financing Agreements”) with respect to the Commitment Letter on the terms and conditions set forth in the Commitment Letter, (ii) subject to compliance by the Sellers with their covenants and agreements hereunder, comply with all covenants and agreements of the date Purchaser set forth in the Commitment Letter and the Financing Agreements, (iii) satisfy on a timely basis all conditions applicable to the Purchaser set forth in the Commitment Letter and the Financing Agreements that are within its control and (iv) assuming the satisfaction of this Agreement the conditions set forth in Article VII, consummate the Debt Financing at the Closing. If any portion of the Debt 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 Letter (including any “flex” provisions applicable thereto), in an amount sufficient (when added to the portion of the Debt Financing that is available) to consummate the transactions contemplated hereby and perform all of its obligations hereunder, it being understood and agreed that if Purchaser proceeds with any Alternative Financing, Purchaser shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, Purchaser shall promptly provide the Sellers with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, pursuant any reference in this Agreement to which“Debt Financing” shall include “Alternative Financing”, and subject any reference to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (“Debt Commitment Letter” shall include the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 Alternative Financing Commitment Letter. Subject ” and any references to “Financing Agreements” shall include the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds definitive documentation relating to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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, 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 part 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 (excluding Section 6.3(e)), 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Lettersuch Alternative Financing.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to 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 Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of 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 the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the 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 sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the 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 AgreementAmendment, no event Parent has occurred that would constitute entered into a breach or default new commitment letter together with a term sheet and related documents (or an event that collectively, the “Restated Bank Commitment Letter”) with notice or lapse the Bank, pursuant to which the Bank has committed to provide financing sufficient to consummate the Merger (the “Financing”). The Company has been provided with a copy of time or both would constitute a default), in each case, on the part of Restated Bank Commitment Letter. Neither the Parent or Merger Sub nor the Purchaser has agreed to any condition to the Bank’s obligations to fund the commitments under the Financing Restated Bank Commitment Letter or, to other than as set forth in the knowledge of Parent and Merger Sub, any other party to the Financing Restated Bank Commitment Letter. As of the date of this AgreementAmendment, the Parent and subject the Purchaser have no actual knowledge of any fact or occurrence that in their good faith judgment 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 contained set forth in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge the Restated Bank Commitment Letter. As 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 available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement Amendment, the Restated Bank Commitment Letter is in full force and effect. To the knowledge of the Parent and the Purchaser, the funds contemplated to be received pursuant to the Financing Restated Bank Commitment Letter, together with any additional funds from the Parent, to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and Expenses. The fees that are due and payable under the Restated Bank Commitment 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. The Parent and 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 the Merger Agreement, including the Financing, the Parent, the Surviving Corporation, and their Subsidiaries, taken as a whole, will be insolvent, will be left with unreasonably small capital, will have incurred debts beyond their ability to pay such debts as they mature, or will have impaired capital. From and after the date of this Amendment, all references to “Bank Commitment Letters” in the Merger Agreement shall be deemed to be, to the extent applicable, references to the Restated Commitment Letter.

Financing Commitments. Parent has delivered a provided the Company with true and complete, fully complete copies of (a) the executed copy of a commitment letter, dated as of June 11the date hereof, 2008among Parent, between Parent Merger Sub and Bank the Lenders (together with the Lenders’ Affiliates and the officers, directors, employees, affiliates, partners, controlling parties, advisors, agents and Representatives of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedulesthe Lender, and amendments to such letter in effect Affiliates, the “Lender Parties”) (the “Debt Financing Commitment”), regarding 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 date of this Agreement Agreement, among Parent, Merger Sub and the Sponsor (the “Equity Financing Commitment LetterCommitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant regarding the proposed cash 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 Merger Sub and, to whichthe Knowledge of Parent, and subject to of the other parties thereto, in accordance with the terms and conditions thereof, subject to the parties thereto (other than Parent Bankruptcy and Merger Sub) have committed Equity Exception. Notwithstanding anything in this Agreement to lend the amounts set forth therein (contrary, the “Financing”) for Debt Financing Commitment may, in accordance with the purpose provisions of funding the transactions contemplated by this Agreement, be superseded after the date of this Agreement 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 the Financing Commitment Letter has Commitments have not been withdrawn, modified terminated or rescinded in any respect prior respect. There are no conditions precedent or other conditions, side agreements or other arrangements or understandings relating to the date funding of this Agreement. The the Financing Commitment Letter is in full force and effect and constitutes or the legal, valid, and binding obligation of 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 precedentterms thereof, other than as expressly the terms thereof set forth in the Financing Commitment Letter. Subject Commitments and except for fee letters with respect to fees, market flex and related arrangements with respect to the terms and conditions of the Debt Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds (which documents do not relate to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of, conditionality of, or contain any conditions precedent to, the funding of $1,155,600,000 the Debt Financing). Assuming the Financing Commitments are reasonably expected to be sufficient for funded, Parent and Merger Sub will have at the Surviving Company Closing funds sufficient to pay the aggregate cash portion of the Merger Consideration and to pay all related of fees and expenses (including relating to the estimated fees and expenses consummation of the Company to Merger and the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreementother transactions contemplated hereby. As of the date of this Agreementhereof, no event has occurred that which would result in any breach or violation of or constitute a breach or default (or an event that which with notice or lapse of time or both would constitute become a default), in each case, on the part of ) by 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 AgreementCommitments, and subject neither Parent nor Merger Sub has any reason to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing Commitments will not being be satisfied or that the Financing Commitments will not be available to Parent and Merger Sub on the Closing Date. Parent has fully paid any and all commitment fees or and other fees required to be paid 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 this Agreement the other terms and conditions required to be satisfied pursuant to the terms of the Financing Commitment LetterCommitments on or prior to the date hereof, and Parent will pay when due all other commitment fees arising under the Financing Commitments as and when they become payable. The obligations of Parent and Merger Sub to consummate the Transactions contemplated hereby are not contingent on Parent’s ability to obtain any financing prior to consummating the Merger.