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 Xxxxxx Xxxxxxx 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 None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement.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 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, 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 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 Xxxxxx Xxxxxxx 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 U.S. 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 6.36.3 (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 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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 Xxxxxx Xxxxxxx 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 U.S. 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 6.3Annex 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. 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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior FundingJPMorgan 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 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 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, 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 has delivered a true An executed commitment letter from JPMorgan Chase Bank, N.A. and completeX.X. Xxxxxx Securities Inc. (together, fully executed copy of a commitment letterthe "Bank"), dated as of June 11March 22, 20082007 (the "Bank Commitment Letters"), between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter is included in effect as Section 4.6(a) of the date of this Agreement (Purchaser Disclosure Letter. Pursuant to the “Financing Bank Commitment Letter”), pursuant to which, 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 U.S. 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, 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. (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 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement hereof, from Xxxxx Fargo Capital Finance, 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 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 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, 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 of this Agreement pursuant hereof in connection with each Commitment Letter. Notwithstanding anything to the Financing Commitment Lettercontrary 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.

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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 Xxxxxx Xxxxxxx 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 U.S. 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, 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.

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 Xxxxxx Xxxxxxx 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 U.S. 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, 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 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 X.X. Xxxxxx 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 Xxxxxx Xxxxxxx 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 U.S. 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 6.3Article 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 to the Company true and completecomplete copies of (a) an executed commitment letter from the MDCP Parties, fully executed copy of a commitment letterJ.X. Xxxxxx Ventures Corporation and LB I Group, 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 Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments Inc. 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 (b) an executed commitment letter (the “Commitment Letter”) from Lxxxxx Brothers Commercial Bank, Lxxxxx Commercial Paper Inc., Lxxxxx Brothers, Inc., Mxxxxx Sxxxxxx Senior Funding, Inc., JPMorgan Chase Bank, N.A. and J.X. Xxxxxx Securities Inc. to provide debt financing in an aggregate amount set forth therein (the “Debt Financing,” and, together with the financing referred to in clause (a), the 29 “Financing”) for the purpose of funding the transactions contemplated by this Agreement). None Each of the respective commitments contained 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 is a legal, valid, valid and binding obligation of each of the MDCP Parties, Parent and Merger Sub, as applicable, Sub and, to the knowledge Knowledge of Parent, the other parties thereto. The Financing Other than as permitted pursuant to Section 7.12(a), none of the Equity Funding Letters or the Commitment Letter has been materially amended or modified, no such material amendment or modification is contemplated, and the respective commitments contained in such letters have not subject been withdrawn, rescinded or terminated in any respect, and neither Parent nor Sub is in breach of any of the material terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a material condition precedent set forth therein. Parent or Sub has fully paid any and all commitments 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 U.S. 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 Aggregate Merger Consideration as contemplated by Section 3.1, to make any payments required or contemplated by Section 7.1 or Section 7.2 and to make any other repayment or refinancing of debt contemplated in the Equity Funding Letters or the Commitment Letter and to pay all related fees and expenses (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 Parent does not have any reason 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, Parent has no knowledge of any facts or circumstances 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 There are no side letters or other fees required to be paid prior to the date of this Agreement pursuant agreements or arrangements relating to the Financing Commitment Letterto which Parent, Sub or any of their Affiliates is a party.

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 Xxxxxx Xxxxxxx 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 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 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, 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.