Common use of Available Funds Clause in Contracts

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not 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Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation At Closing, Purchaser shall have available cash sufficient to enable it to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingAncillary Agreements. CBI Purchaser has delivered to ABI Seller a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject Commitment Letters. There are no conditions precedent or other contingencies related to the conditions funding of the full amount of the Financing (including any “flex” provisions) other than as expressly set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to in the Financing Commitment (redacted only as to the matters indicated therein)Letters. The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There (i) there are no other agreements, side letters or arrangements to which CBI or its Affiliates Purchaser is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing at Closing, (ii) the Financing Commitment constitutes the Letters constitute legally valid and binding obligation obligations of CBI Purchaser and, to the knowledge of CBIthe Purchaser, the other parties thereto, enforceable in accordance with its their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws laws of general applicability relating to or affecting creditors’ rights, rights and by general equitable principles). The , (iii) the Financing Commitment is Letters are in full force and effect and has have not been withdrawn, rescinded or rescinded, terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates , (iv) Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, Commitment Letters and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, which would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, (v) no lender has had notified CBI Purchaser of its intention to terminate its commitment under the Financing Commitment Letters or to not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI (vi) Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment Letters that are due as of the date hereof. As of the date hereof, CBI hereof and (vii) Purchaser has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any conditions condition to the funding of the full amount of the Financing, Financing or that the Financing will not be available to CBI Purchaser on the Closing Date.

Available Funds. CBI acknowledges that its obligation As of the date hereof, Acquirors have delivered to Sellers certified true and complete fully executed copies of the Commitment Letters (together with all exhibits, schedules and annexes thereto). The aggregate proceeds contemplated by the Financing pursuant to the Commitment Letters will be, if funded in accordance with the terms and conditions of the Commitment Letters (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter), sufficient for Acquirors to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or other Transaction Documents, including the consummation of any other transaction other than the occurrence payment of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete cash Purchase Price and correct copy any fees and expenses of or payable by Acquirors under this Agreement and the executed definitive Second Amended Commitment Letters that are due and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI payable on the Closing Date (collectively, the “Financing CommitmentRequired Amount”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability each of the Financing. The Financing Commitment Letters has been accepted by Acquirors, is in full force and effect and constitutes the legally legal, valid and binding obligation of CBI Acquirors and, to the knowledge of CBIAcquirors’ Knowledge, the each other parties party thereto, enforceable against each party thereto in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium the Enforceability Exceptions. Acquirors have fully paid (or caused to be paid) any and all commitment fees and other similar Laws amounts that are due and payable on or prior to the date of general applicability relating this Agreement pursuant to or affecting creditors’ rights, and by general equitable principles). The Financing the Commitment is in full force and effect and has not been withdrawn, rescinded or terminated Letters or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedconnection with the Financing. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereof, no event has occurred occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would could constitute or could reasonably be expected to constitute a breachbreach or default on the part of Acquirors or, default or failure to satisfy Acquirors’ Knowledge, any condition precedent set forth therein. As other party thereto under any of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingLetters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing on the terms set forth in the Commitment Letters other than as expressly set forth in the Financing CommitmentCommitment Letters. The aggregate proceeds available No party to be disbursed pursuant any Commitment Letter has any right to impose, and Acquirors do not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the applicable Commitment Letter, or any reduction to the Financing Commitmentaggregate amount available under the Commitment Letters at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letters at Closing) to an amount that would be insufficient for the Acquirors to consummate the transactions contemplated by this Agreement and the other Transactions Documents, together with available cash on hand including payment of the Required Amount. Assuming (a) the accuracy of Sellers’ representations and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price warranties in Article III and all related fees and expenses on the terms contemplated hereby in accordance with the terms Article IV of this Agreement and all amounts due under (b) the MIPA and all related fees and expense on the terms contemplated performance by the MIPA Sellers of their respective obligations in accordance with the terms Article VII of this Agreement, as of the MIPAdate hereof, Acquirors do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Amount will not be available to Acquirors on or prior to the Closing Date. As of the date hereof, CBI no event has paid occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Acquirors under the terms and conditions of the Commitment Letters. None of the Commitment Letters has been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in full any and all commitment the Fee Letter shall not be deemed to constitute a modification or other fees required by amendment of the Financing Debt Commitment that are due Papers) and, as of the date hereof, none of the commitments under any of the Commitment Letters has been withdrawn or rescinded in any respect. As of the date hereof, CBI has there are no reason other agreements, side letters or arrangements to believe that CBI and which Acquirors or any of its applicable their respective Affiliates will be unable to satisfy on is a timely basis any conditions party relating to the funding Financing that could adversely affect the availability of the full amount Debt Financing or the Equity Financing that have not been disclosed to Sellers. Acquirors acknowledge and agree that it is not a condition to the Closing or to any of their obligations under this Agreement that Acquirors obtain financing (including the Financing or any alternative financing) for, or related to, any of the Financing, or that the Financing will not be available to CBI on the Closing Datetransactions contemplated by this Agreement.

Available Funds. CBI acknowledges that its obligation Holdco will have at the Closing funds sufficient to consummate (i) pay the transactions cash portion of the Wax Merger Consideration, (ii) pay any and all fees and expenses required to be paid by Holdco or Parent in connection with the Transactions and (iii) satisfy all of the other payment obligations of Holdco or Parent contemplated hereunder. Parent has delivered to the Company true and complete copies of (i) an executed commitment letter, from the Committed Financing Sources (such commitment letter or any replacement commitment letter as contemplated by this Agreement is not Section 5.16(h), including all exhibits, schedules, annexes and will not be amendments thereto, collectively, the “Commitment Letter”) pursuant to which the Committed Financing Sources have agreed, subject to the receipt terms and conditions therein, to provide the debt financing for the Wax Merger and the other Transactions that require payment by CBI of Holdco or Parent (the debt financing pursuant to the Commitment Letter shall be referred to herein as the “Committed Financing”), and (ii) any financing or fee letters associated with the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI Commitment Letter (collectively, the “Financing CommitmentFee Letter”), pursuant ) (it being understood that such fee letters have been redacted to which, upon remove the fee amounts and the terms of the “market flex”, but that no terms have been redacted that could adversely effect the conditionality, enforceability, termination, or aggregate principal amount of the Committed Financing). As of the Execution Date, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent, Holdco and, to the knowledge of Parent, each of the other parties thereto, subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement Bankruptcy and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)Equity Exception. The Financing Commitment Letter has not been amended or modified on or prior to the date of this Agreement, and, Execution Date and as of the date hereofExecution Date, no such amendment or modification is contemplated by Parent or Holdco (except as described in the Fee Letter), and as of the Execution Date, the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability As of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereofExecution Date, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Parent, Holdco or, to satisfy the knowledge of Parent, any condition precedent set forth thereinof the other parties thereto, under the Commitment Letter. As of the date hereofExecution Date, Parent and Holdco have no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated in the Commitment Letter will not be satisfied or that the Committed Financing will not be made available to provide Parent and Holdco on the FinancingClosing Date. As of the Execution Date, Parent and Holdco have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the Execution Date pursuant to the terms of the Commitment Letter and the Fee Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingCommitted Financing pursuant to the Commitment Letter, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPACommitment Letter. As of the date hereof, CBI has paid in full any and all commitment there are no side letters or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereofagreements, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions contracts or arrangements related to the funding of the full amount Committed Financing. The obligations of Holdco and Parent hereunder are not subject to any condition regarding Holdco’s, Parent’s or any other Person’s ability to obtain financing for the Wax Merger Consideration and the other transactions contemplated by this Agreement. The representations and warranties set forth in this Section 4.12 shall be made as of the Financing, or that the Financing will not be available to CBI on the Closing Execution Date.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a the Company true, complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI equity commitment letters (collectively, the “Equity Financing CommitmentCommitments”) from Xxxx Investment Co. II, Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP (collectively, the “Equity Financing Parties”), pursuant to which, upon the terms which and subject to the conditions set forth thereinin Annex I hereto, the lenders party thereto have committed to lend Equity Financing Parties shall invest in Parent the cash amounts set forth therein in the Equity Financing Commitments to fully finance the Offer, the Merger and the other Transactions contemplated by this Agreement, which amount will be sufficient for the satisfaction of all of Parent’s and Sub’s obligations under this Agreement (the “Equity Financing”) for ). Subject to Parent’s rights pursuant to and subject to the purpose terms and conditions of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI trueSection 8.12, complete and correct copies none of the fee letter and engagement letters relating to the Equity Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment Commitments has not been amended or modified prior to the date of this Agreementmodified, and, as of the date hereof, and the respective commitments contained in the Equity Financing Commitment Commitments have not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements contracts, agreements or understandings to which CBI Parent, Sub, or its Affiliates the Equity Financing Parties is a party relating related to the Financing Commitment that could affect the availability funding or investing, as applicable, of the FinancingEquity Financing other than as expressly set forth in the Equity Financing Commitments. The Equity Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is Commitments are in full force and effect and has not been withdrawnare the legal, rescinded or terminated or otherwise amended or modified in any respectvalid, binding and enforceable obligations of Parent and Sub, as the case may be, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Equity Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingParties. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in Annex I. No event has occurred which, with or without notice, lapse of time or both, would constitute, or would reasonably be expected to constitute, a default or breach of the Equity Financing CommitmentCommitments on the part of Parent, Sub, or the Equity Financing Parties. The aggregate proceeds available to be disbursed pursuant Subject to the satisfaction of the conditions in Annex I, the Equity Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will contemplated by the Equity Financing Commitments shall be sufficient for CBI to pay satisfied. Assuming the Purchase Price and all related fees and expenses on the terms contemplated hereby Equity Financing is funded in accordance with the terms of this Agreement Equity Financing Commitments, Parent and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates Sub will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI have on the Closing Date, sufficient funds to (i) pay the Offer Price in respect of each Share validly tendered and accepted for payment in the Offer and the Merger Consideration; (ii) pay any and all expenses required to be paid by Parent, Sub and the Surviving Corporation in connection with the Offer, the Merger and the Equity Financing; and (iii) satisfy all of the other payment obligations of Parent, Sub and the Surviving Corporation contemplated hereunder.

Available Funds. CBI acknowledges that its obligation The Buyer has access to, and will have access to at the Closing, cash which is sufficient to enable it to consummate the transactions contemplated by this Agreement is not (including paying the Purchase Price and will not be subject other costs and expenses contemplated by this Agreement). Corix Infrastructure Inc. has delivered a valid and binding equity commitment letter to Highstar Capital Fund II, L.P. pursuant to which Corix Infrastructure Inc. has committed to fund the Purchase Price to the receipt by CBI of any financing or Buyer at the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI Closing (a true, complete and correct copy of which has been provided to the executed definitive Second Amended Sellers) and Restated Interim Loan Agreement, dated as Corix Infrastructure Inc. has received a valid and binding equity commitment letter from certain affiliates of February 13, 2013, among Bank British Columbia Investment Management Corporation (“bcIMC”) pursuant to which bcIMC has committed to fund or cause its Affiliates to fund the Purchase Price to Corix Infrastructure Inc. at the Closing (a copy of America, N.A., JPMorgan Chase Bank N.A. and CBI which has been provided to the Sellers) (collectively, the “Financing CommitmentCommitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Each Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not 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 have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment Letter is in full force and effect and has not been withdrawnwithdrawn or terminated, rescinded or terminated or otherwise amended or modified in any respect, and no such withdrawal, termination, amendment or modification is contemplated. Neither CBI nor Each Commitment Letter is a legal, valid and binding obligation of the parties thereto. There are no other agreements, side letters or arrangements relating to any Commitment Letter that could affect the availability of its Affiliates is the funding of the Purchase Price under such Commitment Letters (the “Financing”), and the Buyer does not know of any facts or circumstances that may be expected to result in breach of any of the terms or conditions set forth in any Commitment Letter not being satisfied, or the Financing Commitmentnot being available to the Buyer, and assuming on the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no Closing Date. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As breach on the part of the date hereofBuyer or any other party under any term or condition of any Commitment Letter, no lender has notified CBI of its intention to terminate and the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Buyer has no reason to believe that CBI any term or condition of closing to be satisfied by under the Commitment Letters will not be timely satisfied. Any and any all commitment fees or other fees required by each Commitment Letter to be paid have been paid on or before the date of its applicable Affiliates this Agreement. The Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available on the terms therein. The Financing will be unable available to satisfy the Buyer on a timely basis to consummate the transactions contemplated by this Agreement and the Buyer knows of no fact or circumstance that would cause the Financing to be unavailable on such basis. It is acknowledged and agreed by the Parties that the obligations of the Buyer under this Agreement are not subject to any conditions regarding the Buyer’s, its Affiliate’s, or any other Person’s ability to obtain financing for the funding consummation of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Datetransactions contemplated hereby.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company a true, correct and complete and correct fully executed copy of the executed definitive Second Amended Term Loan Facility and Restated Interim Loan Agreementthat certain equity commitment letter delivered by ArcLight Energy Partners Fund VI, L.P. to Parent, dated as of February 13, 2013, among Bank the date of America, N.A., JPMorgan Chase Bank N.A. this Agreement (the “Equity Commitment Letter” and CBI (collectivelytogether with the Term Loan Facility, the “Financing CommitmentDocuments”)) and, in each case, including all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement, pursuant to which, upon the terms which and subject to the terms and conditions thereof, each of the parties thereto (other than Parent), has severally agreed and made available the Debt Financing, and committed to provide the equity financing set forth thereinin the Equity Commitment Letter (“Equity Financing,” and together with the Debt Financing, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has Documents have not been amended amended, restated or otherwise modified or waived prior to the date of this Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitment Documents have not been withdrawn, terminated modified or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating respect prior to the Financing Commitment that could affect the availability date of this Agreement. As of the Financing. The date of this Agreement, the Financing Commitment constitutes Documents are in full force and effect and constitute the legally legal, valid and binding obligation of CBI each of Parent and, to the knowledge of CBIParent, the other parties thereto, enforceable in accordance with its terms (except as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, and rights generally or by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing other than as expressly set forth in the Financing CommitmentDocuments. The aggregate proceeds available to be disbursed pursuant There are no other agreements, side letters or arrangements that would permit the parties to the Financing CommitmentDocuments to reduce the amount of the Financing, together impose additional conditions precedent or that would otherwise materially affect the availability of the Financing on the Closing Date. The Financing Documents provide Parent with available cash on hand binding financial commitments that, when funded at Closing (assuming the satisfaction of the conditions set forth in Section 7.1 and availability under ABI’s existing credit facilitiesSection 7.3) will provide Parent with funds sufficient to consummate the Merger, will be sufficient for CBI to pay the Purchase Price Merger Consideration and pay all related of the fees and expenses on of Parent and Merger Sub required to be paid at the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAClosing. As of the date hereofof this Agreement, CBI no event has paid 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 full any and all commitment or other fees required by each case, on the part of Parent under the Financing Commitment that are due as of the date hereof. As of the date hereofDocuments or, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding knowledge of the full amount of the FinancingParent, or that any other party to the Financing will not be available to CBI on the Closing DateDocuments.

Available Funds. CBI acknowledges The Parent will at the Acceptance Time and at the Closing have access to all of the funds that its obligation are necessary to consummate enable the transactions contemplated payment by the Parent or the Purchaser in cash of all amounts required to be paid by the Parent or the Purchaser in connection with the Offer, the Merger and the other Contemplated Transactions, including the payment of the Offer Price for each share of Company Common Stock tendered pursuant to the Offer, the payment of the Offer Price pursuant to the Merger, the payments owing to holders of Company Equity Awards under this Agreement is not and will not be subject the payment of all fees and expenses related to or arising out of the Contemplated Transactions. In no event shall the receipt by CBI or availability of any funds or financing by or the consummation to Parent, Purchaser or any of their respective Affiliates or any other financing transaction other than the occurrence be a condition to any of the MIPA Transaction Closingobligations of Parent or Purchaser hereunder. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the an executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI equity commitment letter (collectively, the “Financing Commitment”), pursuant to whichwhich One Planet Group, upon LLC has committed, subject to the terms and subject conditions thereof, to the conditions set forth therein, the lenders party thereto have committed to lend the amounts provide equity financing in an aggregate amount set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction). CBI has delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to date of this Agreement, the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to modified, no such amendment or modification is contemplated, and the commitment contained in the Financing Commitment has not been withdrawn or rescinded in any respect. As of the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplated. Neither CBI nor any binding obligation of its Affiliates is in breach each of any Parent and each of the terms other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or conditions set forth in similar Laws affecting the Financing Commitment, and assuming the accuracy enforcement of the representations and warranties set forth in Articles II and III and performance creditors’ rights generally or by ABI general principles of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financingequity). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing other than as expressly set forth in or contemplated by the Financing Commitment. The aggregate proceeds available There are no side letters or other contracts or arrangements (oral or written) related to be disbursed pursuant to the conditions precedent or availability of the Financing other than the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereofof this Agreement, CBI no event has paid occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitment. Parent is not aware of any fact or occurrence that makes any of the representations or warranties of Parent relating to Parent or Purchaser in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereofinaccurate in any material respect. As of the date hereofof this Agreement, CBI Parent has no reason to believe that CBI and it or any of its applicable Affiliates other party to the Financing Commitment will be unable to satisfy on a timely basis any conditions term or condition to the funding of the full amount of the Financing, or that be satisfied by it and contained in the Financing will not be available to CBI on the Closing DateCommitment.

Available Funds. CBI acknowledges that its obligation As of the Effective Time, Parent and Merger Sub will have available to them, directly or through one or more Affiliates, all funds necessary to consummate the transactions contemplated by this Agreement is not Merger and will not be subject for the payment to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence Paying Agent of the MIPA Transaction Closingaggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement. CBI Parent has delivered to ABI a the Company true, complete and correct copy copies, including all exhibits, schedules or amendments thereto, of the fully executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13, 2013the date hereof, among Bank of AmericaParent Holdco, N.A.Parent, JPMorgan Chase Bank Bank, N.A. and CBI X.X. Xxxxxx Securities LLC (collectively, the “Financing CommitmentLender Parties”) (the “Debt Commitment Letter”), pursuant to whichwhich the Lender Parties have committed, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein in the Debt Commitment Letter (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. Neither Parent Holdco, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in Parent nor Merger Sub has entered into any respect. There are no agreementsagreement, side letters letter or arrangements to which CBI or its Affiliates is a party other arrangement relating to the Financing Commitment that could affect the availability financing of the Financingpayments to be made by them at the Effective Time or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter and the fee letter and engagement letters related thereto. The Financing Debt Commitment constitutes the legally valid Letter is in full force and effect and represents a valid, binding and enforceable obligation of CBI Parent Holdco and Parent and, to the knowledge of CBIthe Parent, Parent Holdco and Merger Sub, the other parties theretoLender Parties, enforceable to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in accordance with its terms (except as the Debt Commitment Letter and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar Laws laws of general applicability application relating to or affecting rights of creditors’ rights. Parent Holdco and Parent have fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are due and by general equitable principles)payable on or prior to the date of this Agreement in connection with the Debt Financing. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any As of the terms or conditions set forth in the Financing Commitmentdate of this Agreement, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and Section 5.1 such that the MIPA, as of the date hereofcondition set forth in Section 7.2(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachbreach or default on the part of Parent Holdco or Parent, default or, to the knowledge of Parent Holdco, Parent or failure to satisfy any condition precedent set forth thereinMerger Sub, the Lender Parties thereto under the Debt Commitment Letter. As of the date hereofof this Agreement, no lender has notified CBI assuming the accuracy of the representations and warranties set forth in Section 5.1 such that the condition set forth in Section 7.2(a) is satisfied, and the performance by the Company of its intention obligations under this Agreement, neither Parent Holdco, Parent nor Merger Sub has any reason to terminate believe that they or the Financing Lender Parties will be unable to satisfy on a timely basis any term of the Debt Commitment or not to provide Letter and the Financingfee letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly the conditions precedent set forth in the Financing CommitmentDebt Commitment Letter and the Fee Letter (as defined in the Debt Commitment Letter). The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentParent Holdco, together with available cash on hand Parent and availability Merger Sub understand and acknowledge that under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement Agreement, Parent’s and all amounts due under Merger Sub’s obligations to consummate the MIPA and all related fees and expense on Merger are not in any way contingent upon or otherwise subject to Parent Holdco’s, Parent’s or Merger Sub’s consummation of any financing arrangements, Parent Holdco’s, Parent’s or Merger Sub’s obtaining of any financing or the terms contemplated by the MIPA in accordance with the terms availability, grant, provision or extension of the MIPA. As of the date hereofany financing to Parent Holdco, CBI has paid in full any and all commitment Parent or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateMerger Sub.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company prior to the execution and delivery of this Agreement a true, correct and complete and correct fully executed copy of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13, 2013the date hereof, among Bank Parent and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, annexes and amendments to such letter in effect as of America, N.A., JPMorgan Chase Bank N.A. and CBI the date of this Agreement (collectively, the “Financing CommitmentCommitment Letter”), pursuant to the terms of which, upon the terms and subject to the conditions set forth therein, each of the lenders Financing Sources party thereto have has severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, and as may be modified to the extent permitted by this Agreement, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment Letter has not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, andand the respective commitments contained in the Commitment Letter have not been withdrawn, as rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment Letter is in full force and effect and has not been withdrawnconstitutes the legal, rescinded valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto. There are no conditions precedent or terminated or otherwise amended or modified in contingencies (including pursuant to any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any “flex” provisions) related to the funding of the terms or full amount of the Financing pursuant to the Commitment Letter, other than the conditions precedent expressly set forth in the Commitment Letter (the “Financing Commitment, and assuming the accuracy Conditions”). The proceeds of the representations Financing (both before and warranties set forth after giving effect to the exercise of any or all “market flex” provisions related thereto), together with cash on hand of Parent and, in Articles II the event that Parent effects any long-term debt financing that replaces all or a portion of the Financing in accordance with Section 6.14(d), the proceeds of such debt financing (any such long-term debt financing, a “Replacement Financing”), will be sufficient for the payment of the aggregate amount of the Merger Consideration when due on the Closing Date and III the payment of all costs, fees and performance expenses required to be borne by ABI of Parent and its obligations under Subsidiaries in connection with this Agreement and on the MIPAClosing Date, as well as the repayment of all outstanding indebtedness under the Amended and Restated Credit Agreement (such amounts, collectively, the “Merger Amounts”). As of the date hereof, no event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or bothboth would constitute a default), on the part of Parent under the Commitment Letter or, to the Knowledge of Parent, any other party to the Commitment Letter, which breach or default would reasonably be expected to constitute a breach, default or failure result in the inability of Parent to satisfy any condition precedent set forth thereinof the Financing Conditions on the Closing Date. As Subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2, as of the date hereofof this Agreement, Parent has no lender has notified CBI reason to believe that any of its intention to terminate the Financing Commitment Conditions will not be satisfied on or not prior to provide the Closing Date. Except for fee letters with respect to fees and related arrangements with respect to the Financing. There , of which Parent has delivered true, correct and complete copies (in a redacted form so long as such redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Financing) to the Company prior to the execution and delivery of this Agreement, there are no conditions precedent side letters or other contingencies agreements, Contracts or arrangements related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing CommitmentCommitment Letter. The aggregate proceeds available Parent has fully paid (or caused to be disbursed pursuant paid) all commitment fees, and other amounts required to be paid on or prior to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms date of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance connection with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation Parent has delivered to consummate the transactions contemplated by this Agreement is not Company true, correct and will not be complete copies, as of the date hereof, of (i) fully executed Equity Commitment Letters from the Guarantors to invest, subject to the receipt by CBI terms and conditions therein, cash in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and (subject to redactions of any financing or the consummation of any other transaction other than the occurrence fee amounts, pricing caps and certain economic terms of the MIPA Transaction Closing. CBI has delivered to ABI a truepricing flex, complete and correct copy so long as such redaction does not cover terms that could adversely affect the conditionality, amount, availability or termination of the executed definitive Second Amended and Restated Interim Loan AgreementDebt Financing) fee letter from the Debt Financing Sources identified therein (together, dated as of February 13the “Debt Commitment Letter” and, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelytogether with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended or modified, no terms thereunder have been waived, and, to the knowledge of Parent, no such withdrawal, termination, repudiation, rescission, amendment, modification or waiver is contemplated. Parent or Merger Sub has fully paid any and all commitment fees or other fees payable on or prior to the date hereof in connection with the Financing Commitment Letters. Assuming (i) the Financing is funded in accordance with the Equity Commitment Letters and the Debt Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) will, in the aggregate be sufficient for Parent and Merger Sub and the purpose Surviving Corporation to pay all amounts required to be paid in connection with the Merger and the transactions contemplated in this Agreement and Financing Commitment Letters, including, without limitation, payment of funding the Aggregate Merger Consideration, repayment or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement or the Debt Commitment Letter, and payment of any other fees and expenses and payment obligations required to be paid or satisfied by Parent or Merger Sub on or prior to the Closing Date in connection with the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI trueFinancing (the “Required Amount”), complete and correct copies assuming the satisfaction of the fee letter conditions set forth in Section 7.02(a) and engagement letters relating to Section 7.02(b) on the Financing Commitment (redacted only as to the matters indicated therein)Closing Date. The Financing Commitment has not been amended or modified prior to the date of this Agreement, andLetters are, as of to Parent, Merger Sub and the date hereofother parties thereto, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid enforceable against Parent and binding obligation of CBI Merger Sub and, to the knowledge of CBIParent, each of the other parties thereto, enforceable in accordance with its terms (except their terms, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar Applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The As of the date hereof, the Financing Commitment is Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure breach on the part of Parent or Merger Sub or, to satisfy the knowledge of Parent, any condition precedent other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth therein. As in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or Parent does not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied on a timely basis or that the full amount of the Financing will not be available to CBI Parent or Merger Sub on the date of the Closing. As of the date hereof, the Financing Commitment Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (other than with respect to an alternative financing consistent with the provisions of Section 6.17(b)) that could affect the availability of the Financing on the Closing DateDate to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the Required Amount other than as expressly set forth in the Financing Commitment Letters. The Equity Commitment Letters provide, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. The obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any The financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingMerger contemplated hereby (the “Financing”) will consist of debt financing provided by J.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A. (together, “JPMorgan”) and other available financing sources. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the fully executed definitive Second Amended commitment letter addressed to Parent and Restated Interim Loan AgreementPurchaser pursuant to which JPMorgan has committed to provide certain of the Financing (such agreements, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelymodified pursuant to Section 7.12, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose . As of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not 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 have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and is a legal, valid and binding obligation of JPMorgan, and the Financing Commitment thereunder has not been withdrawnwithdrawn or terminated. The Financing Commitment has not been amended, rescinded or terminated supplemented or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is except, in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAeach case, as of the date hereof, no permitted by Section 7.12. No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent or Purchaser under any condition precedent set forth therein. As term of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to Assuming the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms satisfaction of the MIPA. As of the date hereofconditions set forth in Article VIII, CBI (i) neither Parent nor Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will not be unable able to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its affiliates set forth in the funding Financing Commitment and (ii) neither Parent nor Purchaser has any reason to believe, as of the full amount date of this Agreement, that any portion of the Financing, or that the Financing to be made thereunder will otherwise not be available to CBI Parent or Purchaser or the Surviving Corporation on a timely basis to fund the Closing DateMerger upon the terms contemplated by this Agreement and the Financing Commitment. Assuming the satisfaction of the conditions set forth in Article VIII, the Financing, when funded in accordance with the Financing Commitment and any other commitments from available financing sources, will provide the Purchaser and the Surviving Corporation, as applicable, with funds sufficient to satisfy all of their obligations under this Agreement, including the payment of the Merger Consideration and all associated costs and expenses.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Buyer has delivered to ABI Seller (i) a true, correct and complete and correct copy of a fully executed commitment letter dated on or about the executed definitive Second Amended date of this Agreement from the Financing Sources (together with all exhibits, annexes, schedules and Restated Interim Loan Agreementterm sheets attached thereto and as amended, dated as modified, supplemented, replaced, waived or extended from time to time after the date of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI this Agreement in compliance with Section 5.22 (collectively, the “Commitment Letter”)), and (ii) true, correct and complete (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps and other customarily-redacted economic terms, but which redacted information does not relate to or adversely affect the amount, availability, enforceability or conditionality of the Financing) copies of fully executed fee letter(s) and engagement letter(s) with respect to fees and related arrangements with respect to the Financing Commitment(collectively, the “Fee Letter”, and together with the Commitment Letter, the “Commitment Papers”), pursuant providing, subject to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend for debt financing in the amounts set forth therein (being collectively referred to as the “Financing”) for ). “Financing Sources” means the purpose entities that have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part of funding the Financing in connection with the transactions contemplated by this Agreement and Agreement, including the MIPA Transactionparties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto. CBI has delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, the Commitment Papers have not been amended or modified, and, as to the Knowledge of Buyer, no such amendment or modification is contemplated, and none of the date hereof, the respective obligations and commitments contained in the Financing Commitment Papers have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI respect and, to the knowledge Knowledge of CBIBuyer, no such withdrawal, termination or rescission is contemplated; provided, that the existence or exercise of “market flex” or similar provisions contained in the Fee Letter shall not constitute an amendment or modification of the Commitment Papers. Assuming the Financing is funded in accordance with the Commitment Letter, Buyer will have sufficient cash on hand on the Closing Date to pay the Closing Cash Consideration and all other cash amounts payable pursuant to this Agreement. As of the date of this Agreement, the Commitment Papers are (y) legal, valid and binding obligations of Buyer and, to the Knowledge of Buyer, each of the other parties thereto, enforceable in accordance with its their respective terms against Buyer and, to the Knowledge of Buyer, each of the other parties thereto (except as such enforceability may be limited by in each case, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies) and by general equitable principles). The Financing Commitment is (z) in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedeffect. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Buyer or, to satisfy the Knowledge of Buyer, any condition other party thereto under the Commitment Papers. The only conditions precedent (including any market “flex” provisions contained in the Commitment Papers) related to the obligations of the Financing Sources under the Commitment Papers to fund the full amount of the Financing are those expressly set forth thereinin the Commitment Papers and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Financing. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereofAgreement, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Xxxxx has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any all of the terms and conditions to be satisfied by it in the funding of the full amount of the Financing, Commitment Papers on or that the Financing will not be available prior to CBI on the Closing Date, nor does Buyer have Knowledge that any of the Financing Sources will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Papers that could reasonably be expected to adversely affect the amount, availability, enforceability or conditionality of the Financing contemplated by the Commitment Papers. Buyer has paid in full any and all commitment fees or other fees that are required to be paid on or before the date of this Agreement pursuant to the terms of the Commitment Papers. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Buyer or any of its Affiliates or any other financing or other transactions be a condition to any of Buyer’s obligations under this Agreement. Buyer will have at all times during the term of this Agreement (i) cash on hand and (ii) Eligible Receivables (as such term is defined in that certain Master Accounts Receivable Purchase Agreement dated as of January 21, 2020 between Buyer, Engility Services, LLC, each Additional Seller (as defined therein) and MUFG Bank, Ltd.) in an aggregate amount of no less than $200 million.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Buyer has delivered to ABI Seller (i) a true, correct and complete and correct copy of a fully executed commitment letter dated on or about the executed definitive Second Amended date of this Agreement from the Financing Sources (together with all exhibits, annexes, schedules and Restated Interim Loan Agreementterm sheets attached thereto and as amended, dated as modified, supplemented, replaced, waived or extended from time to time after the date of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI this Agreement in compliance with Section 5.22 (collectively, the “Commitment Letter”)), and (ii) true, correct and complete (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps and other customarily-redacted economic terms, but which redacted information does not relate to or adversely affect the amount, availability, enforceability or conditionality of the Financing) copies of fully executed fee letter(s) and engagement letter(s) with respect to fees and related arrangements with respect to the Financing Commitment(collectively, the “Fee Letter”, and together with the Commitment Letter, the “Commitment Papers”), pursuant providing, subject to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend for debt financing in the amounts set forth therein (being collectively referred to as the “Financing”) for ). “Financing Sources” means the purpose entities that have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part of funding the Financing in connection with the transactions contemplated by this Agreement and Agreement, including the MIPA Transactionparties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto. CBI has delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, the Commitment Papers have not been amended or modified, and, as to the Knowledge of Buyer, no such amendment or modification is contemplated, and none of the date hereof, the respective obligations and commitments contained in the Financing Commitment Papers have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI respect and, to the knowledge Knowledge of CBIBuyer, no such withdrawal, termination or rescission is contemplated; provided, that the existence or exercise of “market flex” or similar provisions contained in the Fee Letter shall not constitute an amendment or modification of the Commitment Papers. Assuming the Financing is funded in accordance with the Commitment Letter, Buyer will have sufficient cash on hand on the Closing Date to pay the Closing Cash Consideration and all other cash amounts payable pursuant to this Agreement. As of the date of this Agreement, the Commitment Papers are (y) legal, valid and binding obligations of Buyer and, to the Knowledge of Buyer, each of the other parties thereto, enforceable in accordance with its their respective terms against Buyer and, to the Knowledge of Buyer, each of the other parties thereto (except as such enforceability may be limited by in each case, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies) and by general equitable principles). The Financing Commitment is (z) in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedeffect. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Buyer or, to satisfy the Knowledge of Buyer, any condition other party thereto under the Commitment Papers. The only conditions precedent (including any market “flex” provisions contained in the Commitment Papers) related to the obligations of the Financing Sources under the Commitment Papers to fund the full amount of the Financing are those expressly set forth thereinin the Commitment Papers and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Financing. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereofAgreement, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Buyer has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any all of the terms and conditions to be satisfied by it in the funding of the full amount of the Financing, Commitment Papers on or that the Financing will not be available prior to CBI on the Closing Date, nor does Buyer have Knowledge that any of the Financing Sources will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Papers that could reasonably be expected to adversely affect the amount, availability, enforceability or conditionality of the Financing contemplated by the Commitment Papers. Buyer has paid in full any and all commitment fees or other fees that are required to be paid on or before the date of this Agreement pursuant to the terms of the Commitment Papers. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Buyer or any of its Affiliates or any other financing or other transactions be a condition to any of Buyer’s obligations under this Agreement. Buyer will have at all times during the term of this Agreement (i) cash on hand and (ii) Eligible Receivables (as such term is defined in that certain Master Accounts Receivable Purchase Agreement dated as of January 21, 2020 between Buyer, Engility Services, LLC, each Additional Seller (as defined therein) and MUFG Bank, Ltd.) in an aggregate amount of no less than $200 million.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Buyer has delivered to ABI a the Company true, correct and complete and correct copy copies, as of the date hereof, of (i) each fully executed definitive Second Amended Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and Restated Interim Loan Agreement(ii) a fully executed commitment letter (together with all exhibits, dated schedules, and annexes thereto) and (subject to redactions so long as such redaction does not cover terms that could affect the conditionality, amount, availability or termination of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI the Debt Financing) fee letter(s) from the Debt Financing Sources identified therein (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, modification or waiver is contemplated. Buyer has fully paid any and all commitment fees, other fees and other amounts due on or prior to the date hereof in connection with the Financing Commitment Letters. Assuming the Financing is funded in accordance with the Equity Commitment Letters and the Debt Commitment Letter, as applicable, the net cash proceeds contemplated by the Equity Commitment Letters and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) will, in the aggregate, be sufficient for Buyer to pay the purpose amounts required to be paid in connection with the Transaction and the other transactions contemplated hereby, including payment of funding the Aggregate Transaction Consideration, to make any repayment, repurchase or refinancing of debt contemplated by this Agreement, the Company Credit Agreement or the Debt Commitment Letter, to pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses (collectively, the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the “Financing Commitment (redacted only as to the matters indicated thereinPurposes”). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawnLetters are, terminated or rescinded in any respect. There are no agreements, side letters or arrangements as to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI Buyer and, to the knowledge of CBIBuyer’s knowledge, the other parties thereto, enforceable against such Persons in accordance with its terms (their terms, in each case, except as such enforceability enforcement may be limited by bankruptcysubject to the Enforceability Exceptions. As of the date hereof, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The the Financing Commitment is Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure breach on the part of Buyer or, to satisfy the knowledge of Buyer, any condition other parties thereto, under any of the Financing Commitment Letters. As of the date hereof, Buyer does not have any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that any of the conditions to the funding of the full amount of the Financing will not be satisfied on a timely basis or that the full amount of the Financing will not be available to Buyer on the date of the Closing. The Financing Commitment Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Financing available to Buyer on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Buyer has no reason to believe that CBI and any of its applicable Affiliates the conditions to the Financing will not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI Buyer on the date on which the Closing Dateshould occur pursuant to Section 1.02. The obligations of Buyer under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing or any other financing.

Available Funds. CBI acknowledges Guarantor’s, Parent’s and Merger Sub’s obligations hereunder are not subject to any conditions regarding Guarantor’s, Parent’s, Merger Sub’s or any other Person’s ability to obtain financing for the transactions contemplated hereby. The aggregate proceeds contemplated by that certain letter dated as of July 31, 2015, entitled “Strategic Cooperation Agreement” from China Merchants Bank, CMB Gaoan Branch (such bank, or any lending party to a Replacement Letter, the “Financing Source”) to the Guarantor (the “Bank Letter”), will provide Parent with sufficient funds to pay the aggregate Merger Consideration for the Common Shares, payments for any Company Stock Options and Company Stock-Based Awards, and the other payment obligations of Parent, Merger Sub and the Surviving Corporation hereunder, and enable Guarantor, Parent, Merger Sub and the Surviving Corporation to perform all of their respective obligations hereunder and effect the Closing on the terms contemplated by this Agreement, and there is no restriction on the use of such cash for such purpose. Parent has delivered to the Company a true, correct and complete copy of the Bank Letter. The Guarantor has all necessary corporate power and authority to execute and deliver the Bank Letter, to perform its obligation obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Bank Letter by this Agreement is not the Guarantor and will not be subject to the receipt by CBI of any financing or the consummation by the Guarantor of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated thereby have been duly authorized by this Agreement and all necessary corporate action on the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies part of the fee letter Guarantor and engagement letters relating no other corporate proceedings on the part of the Guarantor are necessary to approve the Financing Commitment (redacted only as Bank Letter or to consummate the matters indicated therein)transactions contemplated thereby. The Financing Commitment has not been amended or modified prior to Bank Letter is the date of this Agreementlegal, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI the Guarantor, and, to the actual knowledge of CBIParent, the other parties theretoFinancing Source, and is enforceable in accordance with its terms (against the Guarantor and, to the actual knowledge of Parent, the Financing Source, in each case except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws of general applicability relating to or affecting creditors’ rights, the rights of creditors generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Financing Commitment Prior to the date hereof, the Bank Letter has not been amended, modified, withdrawn or rescinded in any respect. As of the date hereof, the Bank Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respecteffect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth thereinbreach on the part of the Guarantor thereunder. As of the date hereof, each of the Guarantor and Parent has no lender has notified CBI reason to believe that the full amount of its intention the financing contemplated by the Bank Letter will not be made available to terminate Guarantor on or prior to the Financing Commitment Closing Date. There are no side letters or not other agreements related to provide the Financingfinancing contemplated by the Bank Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, financing contemplated by the Bank Letter other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateBank Letter.

Available Funds. CBI acknowledges that its obligation The obligations of Buyer under this Agreement are not contingent on the availability of financing. Buyer has cash, available credit facilities or other sources of available funds in an aggregate amount sufficient to consummate the transactions contemplated by this Agreement is not Transaction and will not be subject to have immediately available cash, available credit facilities or other immediately available funds at the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence time of the MIPA Transaction ClosingClosing to consummate the Transaction. CBI Buyer has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI Sellers’ Representative true, complete and correct copies of the fee executed debt commitment letter and related term sheet, dated as of February 19, 2018, among Buyer, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Credit Suisse AG, in each case together with any related fee letters (redacted in a customary manner), engagement letters relating or other agreements, including all exhibits, schedules, annexes and amendments to such letters in effect on the date hereof (collectively, the “Bridge Commitment Letters,” as each may be amended or replaced from time to time to the Financing Commitment (redacted only as extent permitted by Section 5.13), pursuant to which, and subject to the matters indicated terms and conditions of which, the lender parties thereto have committed to provide loans to Buyer in the amounts described therein for the purposes of consummating the transactions contemplated by this Agreement (the provision of such funds as set forth therein), the “Bridge Financing”) and any Persons that have committed to provide, arrange or agent, or otherwise entered into agreements in connection with the Bridge Financing. The Financing Commitment has Buyer expressly acknowledges that its ability to obtain financing is not been amended or modified prior a condition to the date of its obligations under this Agreement, and, as of the date hereof, the respective commitments contained in the Financing . Each Bridge Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates Letter is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally legal, valid and binding obligation of CBI andBuyer, enforceable against Buyer in accordance with its respective terms, except as enforceability of such obligations may be limited by the Remedies Exception, and to the knowledge of CBIBuyer, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Each Bridge Commitment Letter is in full force and effect effect, and has the Bridge Commitment Letters have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor contemplated by Buyer or, to the knowledge of Buyer, any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financingother party thereto. There are no conditions precedent side letters or other contingencies agreements, contracts or arrangements related to the funding of the full amount of the Financing, Bridge Financing other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Bridge Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateLetters.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any The financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingMerger contemplated hereby (the “Financing”) will consist of debt financing provided by X.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A. (together, “JPMorgan”) and other available financing sources. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the fully executed definitive Second Amended commitment letter addressed to Parent and Restated Interim Loan AgreementPurchaser pursuant to which JPMorgan has committed to provide certain of the Financing (such agreements, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelymodified pursuant to Section 7.12, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose . As of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not 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 have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and is a legal, valid and binding obligation of JPMorgan, and the Financing Commitment thereunder has not been withdrawnwithdrawn or terminated. The Financing Commitment has not been amended, rescinded or terminated supplemented or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is except, in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAeach case, as of the date hereof, no permitted by Section 7.12. No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent or Purchaser under any condition precedent set forth therein. As term of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to Assuming the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms satisfaction of the MIPA. As of the date hereofconditions set forth in Article VIII, CBI (i) neither Parent nor Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will not be unable able to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its affiliates set forth in the funding Financing Commitment and (ii) neither Parent nor Purchaser has any reason to believe, as of the full amount date of this Agreement, that any portion of the Financing, or that the Financing to be made thereunder will otherwise not be available to CBI Parent or Purchaser or the Surviving Corporation on a timely basis to fund the Closing DateMerger upon the terms contemplated by this Agreement and the Financing Commitment. Assuming the satisfaction of the conditions set forth in Article VIII, the Financing, when funded in accordance with the Financing Commitment and any other commitments from available financing sources, will provide the Purchaser and the Surviving Corporation, as applicable, with funds sufficient to satisfy all of their obligations under this Agreement, including the payment of the Merger Consideration and all associated costs and expenses.

Available Funds. CBI acknowledges that its obligation Holdco will have at the Closing funds sufficient to consummate (i) pay the transactions cash portion of the Wax Merger Consideration, (ii) pay any and all fees and expenses required to be paid by Holdco or Parent in connection with the Transactions and (iii) satisfy all of the other payment obligations of Holdco or Parent contemplated hereunder. Parent has delivered to the Company true and complete copies of (i) an executed commitment letter, from Confidential Treatment Requested by New Fox, Inc. Pursuant to 17 C.F.R. Section 200.83 the Committed Financing Sources (such commitment letter or any replacement commitment letter as contemplated by this Agreement is not Section 5.16(h), including all exhibits, schedules, annexes and will not be amendments thereto, collectively, the “Commitment Letter”) pursuant to which the Committed Financing Sources have agreed, subject to the receipt terms and conditions therein, to provide the debt financing for the Wax Merger and the other Transactions that require payment by CBI of Holdco or Parent (the debt financing pursuant to the Commitment Letter shall be referred to herein as the “Committed Financing”), and (ii) any financing or fee letters associated with the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI Commitment Letter (collectively, the “Financing CommitmentFee Letter”), pursuant ) (it being understood that such fee letters have been redacted to which, upon remove the fee amounts and the terms of the “market flex”, but that no terms have been redacted that could adversely effect the conditionality, enforceability, termination, or aggregate principal amount of the Committed Financing). As of the Execution Date, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent, Holdco and, to the knowledge of Parent, each of the other parties thereto, subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement Bankruptcy and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)Equity Exception. The Financing Commitment Letter has not been amended or modified on or prior to the date of this Agreement, and, Execution Date and as of the date hereofExecution Date, no such amendment or modification is contemplated by Parent or Holdco (except as described in the Fee Letter), and as of the Execution Date, the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability As of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereofExecution Date, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Parent, Holdco or, to satisfy the knowledge of Parent, any condition precedent set forth thereinof the other parties thereto, under the Commitment Letter. As of the date hereofExecution Date, Parent and Holdco have no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated in the Commitment Letter will not be satisfied or that the Committed Financing will not be made available to provide Parent and Holdco on the FinancingClosing Date. As of the Execution Date, Parent and Holdco have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the Execution Date pursuant to the terms of the Commitment Letter and the Fee Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingCommitted Financing pursuant to the Commitment Letter, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPACommitment Letter. As of the date hereof, CBI has paid in full any and all commitment there are no side letters or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereofagreements, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions contracts or arrangements related to the funding of the full amount Committed Financing. The obligations of Holdco and Parent hereunder are not subject to any condition regarding Holdco’s, Parent’s or any other Person’s ability to obtain financing for the Wax Merger Consideration and the other transactions contemplated by this Agreement. The representations and warranties set forth in this Section 4.12 shall be made as of the Financing, or that the Financing will not be available to CBI on the Closing Execution Date.

Available Funds. CBI acknowledges that its obligation As of the date hereof and immediately prior to consummate the transactions contemplated by this Agreement is not Closing, the Buyer has and will not be subject have no less than $175,000,000 (the “Trust Fund”) invested in a trust account (the “Trust Account”) held in trust by JPMorgan Chase & Co., maintained by Continental Stock Transfer Trust Company acting as trustee (the “Trustee”) pursuant to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Investment Management Trust Agreement, dated as of February 13April 17, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI 2007 (collectively, the “Financing CommitmentTrust Agreement”), pursuant to which, upon as described in the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose Buyer’s certificate of funding incorporation. Upon consummation of the transactions contemplated by this Agreement and notice thereof to the MIPA Transaction. CBI has delivered Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to ABI truerelease as promptly as practicable to the Buyer the Trust Fund held in the Trust Account (less deferred underwriting discounts and commissions), complete and correct copies which Trust Fund will be free of any Encumbrances and, after taking into account any amounts paid in connection with (i) obtaining a fairness opinion from an unaffiliated, independent investment banking firm that is a member of the fee letter National Association of Securities Dealers, Inc. and engagement letters relating (ii) the conversion by public stockholders of the Buyer voting against the transactions contemplated hereby of up to 29.99% of the Financing Commitment (redacted only as shares of the Buyer’s Stock issued in the Buyer’s initial public offering. As of the Closing Date, the obligations of the Buyer to dissolve or liquidate within the matters indicated therein). The Financing Commitment has not been amended or modified prior to time specified in the date certificate of this Agreementincorporation of the Buyer shall terminate, and, and effective as of the date hereofClosing Date, the respective commitments contained in Buyer shall have no obligation whatsoever to dissolve and liquidate the Financing Commitment have not been withdrawnassets of the Buyer by reason of the consummation of the transactions contemplated hereby, terminated or rescinded in and following the Closing, no holder of the Buyer’s Stock shall be entitled to receive any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating amount from the Trust Account except to the Financing Commitment that could affect extent such holder votes against the availability approval of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAtransactions contemplated hereby and demand, as contemporaneous with such vote, that the Buyer convert such holder’s shares of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed Buyer’s Stock into cash pursuant to the Financing Commitment, together with available cash on hand and availability under ABIBuyer’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms certificate of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Dateincorporation.

Available Funds. CBI acknowledges Buyer has delivered to the Seller Parties a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter from Citigroup Global Markets Inc. and Xxxxxxx Xxxxx Bank USA (collectively, “Financing Sources” and, together with any other entity or entities that its obligation commit to consummate provide, or otherwise enter into agreements in connection with, the Financing (or Alternative Financing), and their respective successors, assigns, affiliates, stockholders, members, partners, officers, directors, employees and representatives, the “Financing Parties”) (collectively, including (i) any replacement, amendment or modification thereof and (ii) all exhibits, schedules and annexes to such letter (the “Financing Letters”)), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, debt financing in the amounts set forth therein for, among other things, the purposes of financing the transactions contemplated by this Agreement is not and will not be subject (being referred to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has Letters have not been amended or modified prior to the date of this Agreement, Agreement and, as of the date hereof, the respective commitments contained in the Financing Commitment Letters have not been withdrawn, terminated or rescinded in any respect. There As of the date hereof, there are no other agreements, side letters or arrangements to which CBI or its Affiliates Buyer is a party relating to the Financing Commitment Letters that could affect the availability of the Financing. The As of the date hereof, the Financing Commitment constitutes Letters are in full force and effect and constitute the legally valid and binding obligation obligations of CBI Buyer and, to the knowledge of CBIBuyer, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies between Buyer and any other party to the Financing Letters or fee letters with respect to fees and related arrangements with respect to the Financing related to the funding of the full amount of the FinancingFinancing (including any “flex” provisions), other than as expressly set forth in the Financing CommitmentLetter. The aggregate proceeds available to be disbursed pursuant to the Assuming that this Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby is funded in accordance with the terms Financing Letter (assuming conditions thereto have been satisfied or waived), Buyer will have at the Closing sufficient cash to make payment of this Agreement and all amounts due under to be paid by them hereunder on and after the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAClosing Date. As of the date hereof, CBI no event has paid occurred which would result in full any and all commitment breach or other fees required violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Buyer under the Financing Commitment that are due as of the date hereof. As of the date hereofLetters, CBI has no and Buyer does not have any reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied or that the Financing will not be available to CBI Buyer on the Closing Date. Buyer has fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Letters.

Available Funds. CBI acknowledges that its obligation Parent has received and accepted, and has delivered to consummate the transactions contemplated by this Agreement is not Company, a true, correct and will not be complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, cash in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (being referred to as the “Equity Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Equity Commitment Letter has not been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified prior modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated. Parent or Merger Sub has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Equity Commitment Letter on or before the date of this Agreement, and, as of . Assuming the date hereof, the respective commitments contained in the Equity Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable funded in accordance with its terms (except as such enforceability may be limited by bankruptcythe Equity Commitment Letter, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II this Agreement and III the performance in all material respects by the Company Parties of their obligations under this Agreement, at the Closing, Parent will have sufficient cash on hand to consummate the Transactions and performance by ABI satisfy all of its obligations under this Agreement Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by the Parent Parties or the Surviving Entity, any payments in respect of equity compensation obligations required to be made in connection with the Mergers, and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company, and their respective Subsidiaries required in connection therewith. The Equity Commitment Letter is, as to Parent and the MIPAother parties thereto, enforceable against such Persons in accordance with its terms, in each case, as enforcement may be limited by the Bankruptcy and Equity Exception. The Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the date hereof, parties thereto; and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. 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 the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due breach under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAEquity Commitment Letter. As of the date hereof, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Equity Financing will not be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to CBI Parent or Merger Sub on the date of the Closing Dateshould it occur pursuant to Section 2.3. The Equity Commitment Letter contains all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Equity Financing other than as expressly set forth in the Equity Commitment Letter. The obligations of the Parent Parties under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, any of the Acquired Companies’) ability to obtain the Equity Financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI a. Purchaser has delivered to ABI a Seller Parent true, correct and complete and correct copy fully executed copies of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13October 6, 20132016, among Purchaser, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and Barclays Bank PLC, including all exhibits, schedules, annexes and amendments to such letter in effect as of Americathe date of this Agreement and including the fee letter (in a redacted form removing only the fee amounts and economic information, N.A.but which redacted fee amounts and economic information does not relate to the amounts or conditionality of, JPMorgan Chase Bank N.A. and CBI or contain any conditions precedent to, the funding of the Financing) (collectively, the “Financing CommitmentCommitment Letter”), pursuant to which, upon the terms and subject only to the conditions set forth thereinin the Commitment Letter, each of the lenders party parties thereto have (other than Purchaser) has severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing purposes set forth in such Commitment (redacted only as to the matters indicated therein)Letter. The Financing Commitment Letter has not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated rescinded, amended, restated or rescinded otherwise modified in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating respect prior to the Financing Commitment that could affect the availability execution and delivery of the Financingthis Agreement, and in each case, no such amendment, restatement, modification or waiver is contemplated. The Financing Commitment Letter is in full force and effect and constitutes the legally legal, valid and binding obligation of CBI each of Purchaser and, to the knowledge of CBIPurchaser, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, rights and by to general equitable principles)principles of equity. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded There are no conditions or terminated or otherwise amended or modified in contingencies (including pursuant to any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any “flex” provisions) related to the funding of the terms or conditions full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Purchaser, including cash on hand and marketable securities of Purchaser, shall, in the aggregate, be sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, including the payment of the Final Purchase Price and all fees and expenses reasonably expected to be incurred in connection herewith. No event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would reasonably be expected to constitute a default or breach) on the part of Purchaser or its Affiliates or, to the knowledge of Purchaser, on the part of any other party to the Commitment Letter, or the failure of any condition, on the part of Purchaser or its Affiliates under the Commitment Letter or, to the knowledge of Purchaser, the other parties thereto or would otherwise result in any portion of the Financing Commitment, and assuming to be unavailable. Assuming the accuracy of the Seller Parent’s representations and warranties hereunder such that the condition set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPASection 8.2(a) would be satisfied, as of the date hereof, Purchaser has no event has occurred whichreason to believe (both before and after giving effect to any “flex” provisions contained in the Commitment Letter) that any of the conditions to the Financing shall not be satisfied on a timely basis on or prior to the Closing, with or without notice, lapse that the Financing or any other funds necessary for the satisfaction of time or both, would all of Purchaser’s obligations under this Agreement and of all fees and expenses reasonably be expected to constitute a breach, default or failure be incurred in connection herewith shall not be available to satisfy any condition precedent set forth therein. As of Purchaser on the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingClosing Date. There are no conditions precedent side letters or other contingencies Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing CommitmentCommitment Letter and delivered to Seller Parent prior to the date of this Agreement. The aggregate proceeds available Purchaser has fully paid all commitment fees and other amounts required to be disbursed pursuant paid on or prior to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms date of this Agreement in connection with the Financing, and all Purchaser represents that any other fees or other amounts that are due under the MIPA and all related fees and expense on Commitment Letter are required to be paid no earlier than the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateClosing.