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to the date of this Agreement, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect.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 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 (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.