Common use of Financing Commitments Clause in Contracts

Financing Commitments. Pinnacle has obtained written commitments (the “Financing Commitments”) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of 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, costs and expenses (the “Financing”). Pinnacle has provided true, accurate and complete copies of such 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to the date of this Agreement, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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 or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s and Aztar’s cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate 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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.

Financing Commitments. Pinnacle (a) Concurrently with the execution and delivery hereof, Acquireco has obtained written commitments delivered to Target a true copy of an executed commitment letter addressed to Acquireco (the “Financing CommitmentsCommitment Letter”) 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 feesfrom HSBC Bank U.S.A., costs and expenses N.A. (the “Financier”) pursuant to which the Financier has committed to provide Acquireco and Canco with financing in an aggregate amount of $100 million (the “Debt Financing”). Pinnacle has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are The Commitment Letter is in full force and effect and (based on is a legal, valid and assuming binding obligation of Acquireco, and to the accuracy knowledge of Acquireco, the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) no other parties thereto. 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 Acquireco under the Commitment Letter. Acquireco has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing CommitmentsCommitment Letter. There are no conditions precedent or other contingencies related Subject to its terms and conditions, the funding of the full amount of the Debt Financing, other than as set forth when funded in or contemplated by accordance with the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing CommitmentsCommitment Letter, together with Pinnacle’s cash on hand at Acquireco and Aztar’s cash and cash equivalentsTarget, will be provide Acquireco and Canco with cash proceeds at the Effective Time sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if any Arrangement upon the terms contemplated by this agreement. (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and b) Acquireco shall use its commercially reasonable efforts to pay all related fees and expenses. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar complete definitive documentation with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions respect to the Debt Financing contemplated by or alternative financing in the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle aggregate amount of $100 million on or prior before January 18, 2010. In the Closing Date. Nothing event that Acquireco is unable to complete definitive documentation with respect to either the Debt Financing or alternative financing by January 18, 2010 in this Agreement accordance with the immediately preceding sentence, Acquireco shall prevent Pinnacle from amending use its commercially reasonable efforts to arrange the Debt Financing or modifying obtain alternative financing in the Financing Commitments or from seeking to raise equity or other alternative sources aggregate amount of funds $100 million as promptly as practicable and in any event prior to the ClosingOutside Date, as long as such amendment which Debt Financing or modification alternative financing shall be on terms acceptable to Acquireco and Target, acting reasonably. Acquireco shall give Target prompt notice of any breach or other action does not prevent, delay or reduce the likelihood alleged breach by any party of the consummation Commitment Letter or any termination of the MergerCommitment Letter. Acquireco shall keep Target informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or alternative financing. For the avoidance of doubt, if the Debt Financing or any alternative financing has not been obtained, Acquireco and Canco shall continue to be obligated to consummate the Arrangement on the terms contemplated by this agreement and the failure to obtain the Debt Financing or any alternative financing shall not be a condition to the obligations of Acquireco or Canco to perform its obligations hereunder or to complete the Arrangement. (c) Acquireco shall at all times maintain in good standing and in full force and effect its senior secured revolving credit facility existing under that Third Amended and Restated Credit Agreement dated as of October 30, 2008 by and among Acquireco, the Financier and The Bank of Nova Scotia, among others, and shall not draw any amounts thereunder except to finance the cash portion of the consideration payable under the Arrangement.

Financing Commitments. Pinnacle Parent has obtained written commitments 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 CommitmentsCommitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) for have committed to lend 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, costs and expenses amounts set forth therein (the “Financing”). Pinnacle has provided true, accurate and complete copies ) for the purpose of such commitments to Aztarfunding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitments Commitment Letter has been amendedwithdrawn, modified or terminated rescinded in any respect prior to the date of this Agreement, and the respective commitments contained in the . The Financing Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are Commitment Letter is in full force and effect and (based on 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 Aztar in this Agreement and the 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 Company set forth in or contemplated by Article III and the Financing Commitments. 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 CommitmentsCommitment Letter, together with Pinnacle’s the anticipated cash on hand of Parent and Aztar’s cash the Company, including their respective US and cash equivalentsforeign Subsidiaries, will in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Pinnacle Parent and the Surviving Company 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. Based on expenses (including the estimated fees and assuming the accuracy expenses of the representations and warranties Company to the extent previously disclosed to Parent), including payment of Aztar in all amounts under Article II of this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as Agreement. As of the date hereof 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 believe 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 be being satisfied or that the Financing will not be made available to Pinnacle Parent on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity Parent has fully paid all commitment fees or other alternative sources of funds fees required to be paid prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce date of this Agreement pursuant to the likelihood of the consummation of the MergerFinancing Commitment Letter.

Financing Commitments. Pinnacle has obtained written commitments (the “"Financing Commitments”") for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of 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, costs and expenses (the “"Financing”"). Pinnacle has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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 or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s 's and Aztar’s 's cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate 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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.

Financing Commitments. Pinnacle Parent has obtained written commitments delivered to the Company a true and complete copy as of the date hereof of the executed financing commitment letter, dated September 9, 2015, by and among Parent and Xxxxxx Xxxxxxx Senior Funding, Inc. and the other financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Financing CommitmentsCommitment Letter”) for and a true and correct copy of any related fee letter (collectively, the financing necessary to consummate “Ancillary Letters”) (provided that percentages and amount of (i) the Merger and fees, (ii) 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 economic provisions of the Merger market flex, (iii) the fee-related provisions of the alternate transaction provisions and (iv) the other transactions contemplated hereby) and to pay all associated fees, costs and expenses (successful syndication definition in the “Financing”Ancillary Letters may be redacted). Pinnacle has provided true, accurate The Commitment Letter is in full force and complete copies effect as of such 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 Commitments Commitment Letter have not been withdrawn withdrawn, modified, rescinded or rescinded terminated or otherwise amended, supplemented or modified in any respectrespect prior to the date of this Agreement. The Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the 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 the Financing is received as contemplated by the Commitment Letter, the aggregate amount of net proceeds from the Financing, together with cash, cash equivalents and current financial assets of Parent and its Subsidiaries on hand, will be, as of the Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Offer or the Merger and all other costs and expenses required to be paid or satisfied by Parent in connection with the transactions contemplated by this Agreement. There are no side letters or other agreements, contracts or 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 hereofof this Agreement, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunderA) no event has occurred whichthat, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on or breach by the part of Pinnacle under any Parent and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Financing Commitmentscontemplated by the Commitment Letter will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s and Aztar’s cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate 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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the MergerCommitment Letter.

Financing Commitments. Pinnacle Parent has obtained written commitments delivered to the Company true and complete copies of executed commitment letters from each Equity Provider to provide equity financing in an aggregate amount set forth therein (the “Financing Commitments”) for the financing necessary Equity Funding Letters” and such investment referred 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, costs and expenses (as the “Financing”). Pinnacle has provided true, accurate and complete copies of such commitments to Aztar. None As of the Financing Commitments has been amendeddate hereof, modified no amendment or terminated prior to modification of the date of this AgreementEquity Funding Letters is contemplated, and the respective commitments contained in the Financing Commitments such letters have not been withdrawn or rescinded in any respect. As of The Parent or the Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters that are payable on or prior to the date hereof, hereof and the Financing Commitments Equity Funding Letters are in full force and effect and (based on are the valid, binding and assuming the accuracy enforceable obligations of the representations and warranties of Aztar in this Agreement Parent and the compliance by Aztar with its obligations hereunder) no event has occurred whichMerger Sub and, with or without noticeto the Knowledge of Parent, lapse of time (the other than the expiration of the term thereof) or both, would constitute a default on the part of Pinnacle under any of the Financing Commitmentsparties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or expressly contemplated by the Equity Funding Letters. Assuming the Financing Commitments. The aggregate proceeds to be disbursed pursuant to is funded and assuming the accuracy of the representations and warranties set forth in Section 2.2 and compliance by the Company and the Company Subsidiaries with the agreements set forth in Section 4.1 and Section 4.2, the net proceeds contemplated by the Financing Commitments, together with Pinnacle’s and Aztar’s cash and cash equivalents, Equity Funding Letters will in the aggregate be sufficient for Pinnacle Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if any (and any other repayment or refinancing amounts required to be paid in connection with the consummation of debt the transactions contemplated in by this Agreement or the Financing Commitments), and to pay all related fees and expenses. Based on and assuming the accuracy As of the representations and warranties date of Aztar in this Agreement and Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the compliance by Aztar with its obligations hereunderpart of the Parent or the Merger Sub under the Equity Funding Letters, Pinnacle has no reason and, as of the date hereof of this Agreement, the Parent does not have any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle the Parent or the Merger Sub on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources date of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.

Financing Commitments. Pinnacle has obtained written commitments 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 conditions set forth in the Commitment Letter (including, as necessary, any “flex” provisions of the Fee Letter), including to (i) maintain in effect 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 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 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 Commitments”that is available) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing and perform all 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, costs and expenses (the “Financing”). Pinnacle has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) no event has occurred which, it being understood and agreed that if Purchaser proceeds with or without noticeany Alternative Financing, 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 Purchaser shall be subject to the funding of the full amount of the Financing, other than same obligations with respect to such Alternative Financing as set forth in or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant this Agreement with respect to the agreements contemplated by Debt Financing. In the event that Alternative Financing Commitmentsis obtained, together Purchaser shall promptly provide the Sellers with Pinnacle’s and Aztar’s cash and cash equivalentsa copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if any (and any other repayment or refinancing of debt contemplated reference in this Agreement or to “Debt Financing” shall include “Alternative Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitments), Commitment Letter” and any references to pay all related fees and expenses. Based on and assuming “Financing Agreements” shall include the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof definitive documentation relating to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the MergerAlternative Financing.

Financing Commitments. Pinnacle (a) Concurrently with the execution and delivery hereof, Acquireco has obtained written commitments delivered to Target a true copy of an executed commitment letter addressed to Acquireco (the “Financing CommitmentsCommitment Letter”) 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 feesfrom HSBC Bank U.S.A., costs and expenses N.A. (the “Financier”) pursuant to which the Financier has committed to provide Acquireco and Canco with financing in an aggregate amount of $100 million (the “Debt Financing”). Pinnacle has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are The Commitment Letter is in full force and effect and (based on is a legal, valid and assuming binding obligation of Acquireco, and to the accuracy knowledge of Acquireco, the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) no other parties thereto. 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 Acquireco under the Commitment Letter. Acquireco has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing CommitmentsCommitment Letter. There are no conditions precedent or other contingencies related Subject to its terms and conditions, the funding of the full amount of the Debt Financing, other than as set forth when funded in or contemplated by accordance with the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing CommitmentsCommitment Letter, together with Pinnacle’s cash on hand at Acquireco and Aztar’s cash and cash equivalentsTarget, will be provide Acquireco and Canco with cash proceeds at the Effective Time sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if any Arrangement upon the terms contemplated by this agreement. (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and b) Acquireco shall use its commercially reasonable efforts to pay all related fees and expenses. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar complete definitive documentation with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions respect to the Debt Financing contemplated by or alternative financing in the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle aggregate amount of $100 million on or prior before January 18, 2010. In the Closing Date. Nothing event that Acquireco is unable to complete definitive documentation with respect to either the Debt Financing or alternative financing by January 18, 2010 in this Agreement accordance with the immediately preceding sentence, Acquireco shall prevent Pinnacle from amending use its commercially reasonable efforts to arrange the Debt Financing or modifying obtain alternative financing in the Financing Commitments or from seeking to raise equity or other alternative sources aggregate amount of funds $100 million as promptly as practicable and in any event prior to the ClosingOutside Date, as long as such amendment which Debt Financing or modification alternative financing shall be on terms acceptable to Acquireco and Target, acting reasonably. Acquireco shall give Target prompt notice of any breach or other action does not prevent, delay or reduce the likelihood alleged breach by any party of the consummation Commitment Letter or any termination of the MergerCommitment Letter. Acquireco shall keep Target informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or alternative financing. For the avoidance of doubt, if the Debt Financing or any alternative financing has not been obtained, Acquireco and Canco shall continue to be obligated to consummate the Arrangement on the terms contemplated by this agreement and the failure to obtain the Debt Financing or any alternative financing shall not be a condition to the obligations of Acquireco or Canco to perform its obligations hereunder or to complete the Arrangement. (c) Acquireco shall at all times maintain in good standing and in full force and effect its senior secured revolving credit facility existing under that Third Amended and Restated Credit Agreement dated as of October 30, 2008 13 Table of Contents by and among Acquireco, the Financier and The Bank of Nova Scotia, among others, and shall not draw any amounts thereunder except to finance the cash portion of the consideration payable under the Arrangement.

Financing Commitments. Pinnacle (a) Parent has obtained written commitments provided the Company with true and complete copies of (i) the commitment letter, dated as of the date hereof, from Xxxxx Fargo Capital Finance, LLC (the “Debt Financing CommitmentsCommitment”) ), regarding the amounts set forth therein for the purposes of 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 by this Agreement and the other transactions contemplated hereby) and to pay all associated fees, costs related fees and expenses (the “Debt Financing”) and (ii) the Equity Financing Commitments (together with the Debt Financing Commitment, the “Financing Commitments”) regarding the proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Pinnacle has provided true, accurate The Financing Commitments are in full force and complete copies of such commitments to Aztar. None effect as of the Financing Commitments has been amendeddate hereof and are the legal, modified or terminated prior valid and binding obligations of Parent and the Acquisition Subsidiary and, to the date knowledge of Parent, of the other parties thereto, in accordance with the terms and conditions thereof, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Assuming only that the Equity Financing is funded, Parent and the Acquisition Subsidiary will have at the Effective Time funds sufficient to pay all of the amounts payable under Article 2 of this AgreementAgreement and all fees and expenses associated therewith. Each Financing Commitment has not been amended or modified, and the respective commitments contained set forth in the each Financing Commitments have Commitment has not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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, Financing at Closing hereunder other than as the conditions to Closing set forth herein and in or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the agreements contemplated by part of Parent or the Acquisition Subsidiary under any term or condition of the Financing Commitments, together with Pinnacle’s and Aztar’s cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if . Neither Parent nor Acquisition Subsidiary has 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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle Parent and Acquisition Subsidiary at the Effective Time. Parent has fully paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the Closing Datedate hereof in connection with each Commitment Letter. Nothing 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 shall prevent Pinnacle from amending or modifying 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 or from seeking to raise equity or other alternative sources of funds prior that are not so superseded at the time in question and the Alternative Financing Commitments to the Closingextent then in effect, and (y) the term “Debt Financing” as long used herein will mean the debt financing contemplated by the Financing Commitments as such amendment or modification or other action does not prevent, delay or reduce modified pursuant to the likelihood of the consummation of the Mergerforegoing clause (x).

Financing Commitments. Pinnacle (a) Buyer has obtained written commitments delivered to Seller on or prior to the Execution Date complete and correct copies of executed (i) equity commitment letter (the “Equity Commitment Letter”) from 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 the Debt Lender has committed (on the terms and conditions set forth therein) to 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 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 Debt Commitment Letter as of the Merger and the other transactions contemplated herebyExecution Date) and to pay all associated fees, costs and expenses (the “Financing”). Pinnacle has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn withdrawn, rescinded or rescinded in any respectterminated by Buyer or the Financing Sources party thereto. As The Financing Commitments constitute the legal, valid, and binding obligation of the date hereofBuyer, and, to Buyer’s Knowledge, the Financing Commitments are in full force and effect and other parties thereto (based on and assuming except to the accuracy extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar applicable Laws affecting the enforcement of the representations and warranties creditors’ rights generally or by general principles of Aztar in this Agreement and the 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 Commitmentsequity). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financings other than as set forth in or contemplated by the Financing Commitments. The There are no side letters or other contracts or arrangements (oral or written) between Buyer and the Financing Sources or, to Buyer’s Knowledge, any other Person related to the Financings other than the Financing Commitments and except for customary fee letter(s) relating to the Debt Financing, a complete copy of each of which has been provided to Seller (with only the fee amounts and certain other terms contained in any “market flex” provisions being redacted, but none of which would reasonably be anticipated to adversely affect the conditions precedent, amount or availability of the Debt Financing). To Buyer’s Knowledge, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitments. Buyer is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer relating to Buyer, in any of the Financing Commitments, inaccurate in any material respect. Buyer believes that it will be able to satisfy on a timely basis all of the terms and conditions to be satisfied by it and contained in the Financing Commitments. Buyer has fully paid all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the Execution Date and will pay, after the Execution Date, all such fees as they become due. Subject to the terms and conditions of the Financing Commitments and subject to the satisfaction of the conditions contained in Article VIII, and assuming that the Financings are funded in accordance with the terms and conditions of the Financing Commitments, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s other financial resources of Buyer including unrestricted cash, cash equivalents and Aztar’s cash and cash equivalentsmarketable securities (net of any applicable Tax liabilities) of Buyer on the Closing Date, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and Buyer to consummate the Consent/Tender OffersContemplated Transactions, 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. Based on and assuming the accuracy expenses of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to Buyer payable at the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce and to fund the likelihood Cleaning Work which is necessary for the commencement of the consummation of the Mergercommercial operations.

Financing Commitments. Pinnacle Columbia has obtained written commitments (the “"Financing Commitments”") for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Pinnacle Columbia or any of their respective subsidiaries which Pinnacle Columbia deems it is advisable to refinance in connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, costs and expenses (the “"Financing”"). Pinnacle Columbia has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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 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 or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle’s Columbia's and Aztar’s 's cash and cash equivalents, will be sufficient for Pinnacle Columbia to pay the aggregate Merger Consideration and to consummate the Consent/Tender OffersOffers (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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle Columbia has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle Columbia on or prior to the Closing Date. Nothing in this Agreement shall prevent Pinnacle Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.

Financing Commitments. Pinnacle As of the date of this Amendment, Parent has obtained written commitments entered into a new commitment letter together with a term sheet and related documents (collectively, the “Financing CommitmentsRestated Bank Commitment Letter”) for with the Bank, pursuant to which the Bank has committed to provide financing necessary sufficient 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, costs and expenses (the “Financing”). Pinnacle The Company has been provided true, accurate and complete copies of such commitments to Aztar. None with a copy of the Financing Commitments Restated Bank Commitment Letter. Neither the Parent nor the Purchaser has been amended, modified or terminated prior agreed to any condition to the date of this Agreement, and Bank’s obligations to fund the respective commitments contained in under the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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, Restated Bank Commitment Letter other than as set forth in the Restated Bank Commitment Letter. As of the date of this Amendment, the Parent and the Purchaser have no actual knowledge of any fact or contemplated by occurrence that in their good faith judgment is expected to (i) make the Financing Commitments. The aggregate proceeds material assumptions or statements set forth in the Restated Bank Commitment Letter inaccurate, (ii) cause the Restated Bank Commitment Letter to be disbursed ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Restated Bank Commitment Letter. As of the date of this 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 agreements contemplated by the Financing CommitmentsRestated Bank Commitment Letter, together with Pinnacle’s and Aztar’s cash and cash equivalentsany 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 for Pinnacle to pay the aggregate 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), Merger and to pay all related fees and expensesExpenses. Based on The fees that are due and assuming payable under the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason Restated Bank Commitment Letter (i) as of the date hereof to believe that any of this Amendment have been paid in full and (ii) as of the conditions 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 Financing transactions contemplated by the Financing Commitments Merger Agreement, including the Financing, the Parent, the Surviving Corporation, and their Subsidiaries, taken as a whole, will not be satisfied insolvent, will be left with unreasonably small capital, will have incurred debts beyond their ability to pay such debts as they mature, or that will have impaired capital. From and after the Financing will not be made available date of this Amendment, all references to Pinnacle on or prior “Bank Commitment Letters” in the Closing Date. Nothing in this Merger Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking be deemed to raise equity or other alternative sources of funds prior be, to the Closingextent applicable, as long as such amendment or modification or other action does not prevent, delay or reduce references to the likelihood of the consummation of the MergerRestated Commitment Letter.

Financing Commitments. Pinnacle Columbia has obtained written commitments (the “Financing Commitments”) for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Pinnacle Columbia or any of their respective subsidiaries which Pinnacle Columbia deems it is advisable to refinance in connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, costs and expenses (the “Financing”). Pinnacle Columbia has provided true, accurate and complete copies of such 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 Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) 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 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 or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with PinnacleColumbia’s and Aztar’s cash and cash equivalents, will be sufficient for Pinnacle Columbia to pay the aggregate Merger Consideration and to consummate the Consent/Tender OffersOffers (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. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle Columbia has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle Columbia on or prior to the Closing Date. Nothing in this Agreement shall prevent Pinnacle Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.