Common use of Financial Ability Clause in Contracts

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect.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 any of 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 The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated.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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.

Financial Ability. Each As of the Buyer Parties acknowledges date hereof, the Acquiror has received an executed copy of the Bridge Loan Agreement, including all exhibits and schedules thereto, pursuant to which the lender thereunder has committed, subject to the terms and conditions set forth therein, to provide to the Acquiror the amount of financing set forth therein. A true and complete copy of the Bridge Loan Agreement has been provided to the Parent. The Acquiror has fully paid any and all commitment fees or other fees required by the Bridge Loan Agreement to be paid on or before the date hereof and will pay all additional fees as they become due. As of the date hereof, each of the Bridge Loan Agreement and the Existing Revolving Credit Agreement is a legal, valid and binding obligation of each party thereto and is in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by the Acquiror and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of the Acquiror. No amendment or modification to, or withdrawal, termination or rescission of, either the Bridge Loan Agreement or the Existing Revolving Credit Agreement is contemplated, except (i) in the case of the Bridge Loan Agreement, any termination as a result of the receipt by the Acquiror and/or its Subsidiaries of net cash proceeds from equity offerings, debt offerings and/or asset sales in an aggregate amount at least equal to the aggregate amount of commitments under the Bridge Loan Agreement and (ii) in the case of the Existing Revolving Credit Agreement, any amendment that its obligation would not impose new or additional conditions in a manner that would adversely affect the Acquiror’s ability to borrow thereunder to fund the portion of the Cash Consideration then contemplated to be funded thereunder. The aggregate proceeds contemplated by the Bridge Loan Agreement together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreement will be sufficient for the Acquiror to pay the Cash Consideration, to consummate the transactions contemplated by this Agreement and the Brewery other Transaction is not Agreements and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence satisfy all of the GM Transaction Closing and, in the case obligations of the Brewery Transaction, the consummation of the transactions contemplated by Acquiror under this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to No other Contract between the Financing Commitment (redacted only as to Sources, on the matters indicated therein)one hand, 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 and Acquiror or any of 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 andAffiliates, to the Knowledge of CBI, on the other parties theretohand, 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 contains 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 (x) related to the funding of the full amount of the Financing, other than as expressly Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to Bridge Loan Agreement or (y) that could otherwise adversely affect the Financing Commitmentconditionality, together with available cash on hand and enforceability or availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full Bridge Loan Agreement with respect to all or any and all commitment or other fees required by the Financing Commitment that are due as portion of the date hereofFinancing. As of the date hereof, the Buyer Parties Acquiror does not have no any reason to believe that CBI and any of its applicable Affiliates will the conditions to the Financing would not reasonably be unable expected to satisfy be satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will would not reasonably be expected to be available to CBI the Acquiror on the date on which the Closing Dateshould occur pursuant to Section 2.02.

Financial Ability. Each On the Closing Date, Industrea and Concrete Merger Sub will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Date Payments. Industrea has delivered to the Company true and complete copies of the Buyer Parties acknowledges executed Debt Commitment Letters (provided, that provisions in any fee letter stating the amounts of the fees and the “market flex” terms (none of which affect the amount, availability or conditionality of the Debt Financing) may be redacted). Neither Debt Commitment Letter has been amended or modified in any manner prior to the date hereof. Neither Industrea nor any of its obligation Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the fee letters related thereto. Subject only to the satisfaction or waiver of the Financing Conditions, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient together with the Rollover, the UK Rollover Investment, the funds in the Trust Account, the amounts to be funded pursuant to the Third Party PIPE Investment and the Argand Equity Investment, to consummate the transactions contemplated by this Agreement and hereby, including the Brewery Transaction is not and will not be subject to making of all Closing Date Payments on the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this AgreementDate. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 Debt Commitment Letters have not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating to the Financing Each Debt 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 withdrawnrepresents a valid, rescinded binding and enforceable obligation of Industrea, Concrete Merger Sub and, to the knowledge of Industrea, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction 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 waiver of the terms Financing Conditions and, subject to the Remedies Exception. Industrea has fully paid (or conditions set forth in the Financing Commitment, caused to be paid) any and assuming the accuracy of the representations all commitment fees and warranties set forth in Article 4 other amounts that are due and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of payable on or prior to the date hereof, no hereof in connection with the Financing. 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 Industrea or, 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 knowledge of the full amount of the FinancingIndustrea, any 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and party thereto under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPADebt Commitment Letters. As of the date hereof, CBI Industrea 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, the Buyer Parties have no reason to believe that CBI and it or any of its applicable Affiliates other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letters. The only conditions precedent related to the funding of the full amount Debt Financing on the Closing Date shall be the Financing Conditions contained in the Debt Commitment Letters. Industrea has no reason to believe that (i) any of the Financing, Financing Conditions will not be satisfied or that (ii) the Financing will not be made available to CBI Industrea on the Closing Date. Industrea understands and acknowledges that under the terms of this Agreement, Industrea’s obligation to consummate the Closing is not in any way contingent upon or otherwise subject to Industrea’s consummation of any financing arrangements, Industrea’s obtaining of any financing or the availability, grant, provision or extension of any financing to Industrea.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, Acquiror has received (a) an executed equity commitment letter dated the date hereof (the “Equity Commitment Letter”) from the Guarantor to provide equity financing in the aggregate amount set forth therein, which Equity Commitment Letter provides that Sellers are third party beneficiaries thereto (the “Equity Financing”), and (b) an executed debt commitment letter dated as of the date hereof (the “Debt Commitment Letter” and, as together with the Equity Commitment Letter, the “Commitment Letters”) from the lenders named therein (collectively, “Lenders”), pursuant to which each Lender has committed, subject to the terms and conditions set forth therein, to provide to Acquiror the amount of financing set forth in the Debt Commitment Letter, to complete the transactions contemplated hereby (the “Debt Financing,” and together with the Equity Financing, the “Financing”). A true and complete copy of each Commitment Letter has been previously provided to Sellers (other than any flex provisions in any fee letter referred to in the Debt Commitment Letter). Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid on or before the date hereof. As of the date hereof, the respective commitments contained in the Financing each Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 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 is the legal, valid, binding and enforceable obligation of Acquiror, does not been withdrawncontain any material misrepresentation by Acquiror and, 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 subject to the accuracy of the representations and warranties of the Companies set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereofIII, no event has occurred which, 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 thereunder on the part of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingAcquiror. There are no conditions precedent related to the funding of the full amounts contemplated by the Financing, other than as set forth in the applicable Commitment Letter, and to Acquiror’s knowledge, none of the respective commitments set forth in the Equity Commitment Letter or the Debt Commitment Letters has been withdrawn or rescinded in any respect. When funded in accordance with, and subject to, the terms and conditions of the Commitment Letters, and together with other contingencies funds available to Acquiror at the Closing, the Financing will provide Acquiror with acquisition financing on the Closing Date sufficient to pay the Purchase Price on the terms contemplated by this Agreement and to satisfy all of the obligations of Acquiror under this Agreement, including paying all related fees and expenses. Acquiror has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources. Neither the fee letter between Acquiror and each Lender referred to in the Debt Commitment Letter nor any other Contract related to the Financing between the Guarantor or any Lender, on the one hand, and Acquiror or any of its Affiliates, on the other hand (a copy of which fee letter and other Contract, if any, has been provided to Sellers in redacted form removing only those items related to fees payable on the Closing Date to the Lenders and any “market flex” provisions), contains any conditions precedent related to the funding of the full amount of the Financing, other than as expressly Financing or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter or the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to contemplated by any Commitment Letter. Assuming the Financing Commitmentaccuracy of the representations and warranties of Sellers set forth in Article III in all material respects and performance by Sellers in all material respects of their covenants herein, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As as of the date hereof, CBI Acquiror 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, the Buyer Parties have 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, Financing would not reasonably be expected to be satisfied or that the Financing will would not reasonably be expected to be available to CBI Acquiror on the Closing Date.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, Acquiror has received (a) an executed equity commitment letter dated the date hereof (the “Equity Commitment Letter”) from Madison Dearborn Capital Partners VI-A, L.P., Madison Dearborn Capital Partners VI-C, L.P., and Madison Dearborn Capital Partners VI Executive-A, L.P., each a Delaware limited partnership (collectively, the “Sponsor”), pursuant to which Sponsor has committed, subject to the terms and conditions set forth therein, to provide to Acquiror up to the amount of financing set forth in the Equity Commitment Letter (the “Equity Financing”), which Equity Commitment Letter provides that Sellers are third party beneficiaries thereof to the extent provided therein, and (b) an executed debt commitment letter dated the date hereof (the “Debt Commitment Letter” and, as together with the Equity Commitment Letter, the “Commitment Letters”) from Barclays Bank PLC and Xxxxxxx Sachs Bank USA, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide to Acquiror the amount of financing set forth in the Debt Commitment Letter (the “Debt Financing”), to complete the transactions contemplated hereby. A true and complete copy of each Commitment Letter, including the fee letter related to the Debt Commitment Letter (redacted to remove the amount of the fees set forth therein but showing any flex provisions contained therein), has been previously provided to Sellers and, other than the Commitment Letters (and fee letter) provided to Sellers, there are no side letters or other agreements related to the Financing. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid on or before the date hereof. 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 any of its Affiliates is a party relating to the Financing Commitment that could affect the availability each of the Financing. The Financing Equity Commitment constitutes Letter and the legally valid Debt Commitment Letter, is valid, binding 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 with respect to Acquiror and has not been withdrawnthe counterparties to the Equity Commitment Letter and, rescinded or terminated or otherwise amended or modified in any respectto the knowledge of Acquiror, with respect to the other parties to the Debt Commitment Letter, 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, no event has occurred whichwith respect to Acquiror or the counterparties to the Equity Commitment Letter or, to the knowledge of Acquiror, with respect to any other party to the Debt Commitment Letter, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a breach, default or failure to satisfy of any condition precedent set forth therein. As of under the date hereof, no lender has notified CBI of its intention to terminate Equity Commitment Letter or the Financing Debt Commitment or not to provide the FinancingLetter. There are no conditions precedent related to the funding of the full amounts contemplated by the equity and debt financing arrangements contemplated by the Commitment Letters (the “Financing”), other than as set forth in the applicable Commitment Letter. Subject to the satisfaction of all conditions precedent related to the funding of the Financing and assuming the accuracy of all representations and warranties of the Sellers, the aggregate proceeds contemplated by the Commitment Letters, together with available cash of Acquiror and the Companies, will be sufficient for Acquiror to complete the transactions contemplated by this Agreement to be completed at the Closing, and to satisfy all of the obligations of Acquiror under this Agreement, including (i) paying the Closing Date Cash Consideration, (ii) effecting the repayment or refinancing of any Indebtedness of the Companies to the extent included in Closing Date Indebtedness to be repaid or refinanced on the Closing Date in accordance with this Agreement, and (iii) paying all Acquiror’s related fees and expenses. Neither the fee letter between Acquiror and the Lenders referred to in the Debt Commitment Letter nor any other contingencies Contract between Sponsor or any Lender, on the one hand, and Acquiror or any of its Affiliates, on the other hand, contains any conditions precedent related to the funding of the full amount of the Financing, other than as expressly Financing provided for therein or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter or the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to contemplated by any Commitment Letter such that the Financing Commitment, together with available cash on hand representation and availability under CBI’s existing credit facility, will be sufficient for warranty in the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAimmediately foregoing sentence is untrue. As of the date hereof, CBI has paid assuming the representations and warranties of Sellers contained in full any this Agreement are true and correct in all commitment or other fees material respects and the performance of all obligations and compliance with all covenants and agreements required by this Agreement to be performed or complied with at or prior to the Financing Commitment Closing by Sellers and/or the Companies in all material respects, Acquiror has no knowledge that are due as any of the date hereof. As of the date hereof, the Buyer Parties have 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 Financing required to be satisfied by it would not reasonably be expected to be satisfied at or prior to the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateClosing.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Parent has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company a true, complete and correct copy of the executed definitive Second Amended commitment letter, (including all related term sheets, exhibits, schedules and Restated Interim Loan Agreementannexes thereto, dated and the executed fee letters associated therewith (redacted in a manner as of February 13, 2013, among Bank of America, N.A. (“Bank of America”described below), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing CommitmentDebt Commitment Letter”), by and among Parent and the Debt Financing Sources party thereto, pursuant to whichwhich the Debt Financing Sources party thereto have committed, upon subject to the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Debt Financing”) for the purpose purposes of funding a portion of (i) the transactions Closing Payments and the other payments under Article III, (ii) the fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Debt Financing, (iii) amounts required to pay for any refinancing of any outstanding Indebtedness of the Company or its Subsidiaries as contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered (iv) amounts required to ABI true, complete and correct copies satisfy all of the fee letter other payment obligations of Parent and engagement letters relating to Merger Sub as of the Financing Commitment Closing Date (redacted only as to collectively the matters indicated thereinitems set forth in clauses (i), (ii), (iii) and (iv), the “Required Payments”). As of the date hereof, assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Commitment Letter, the funds provided by the Debt Financing will be sufficient for Parent and Merger Sub to pay the Required Payments. The Debt Commitment Letter has not been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the date of this Agreement, and, as of the date hereofof this Agreement no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the respective commitments contained in the Financing Debt Commitment Letter have not been withdrawn, terminated or rescinded by Parent or Merger Sub (or to the knowledge of Parent and Merger Sub, any other party thereto) in any respect. There Except for (i) the fee letter(s) referred to above (complete copies of which have been provided to the Company, with only fee amounts and the economic terms (other than covenants) related to the “market flex” provisions contained therein redacted) (provided that Parent represents and warrants that the “market flex” provisions in such fee letters do not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) or any reduction in the amount of the Debt Financing) with respect to the Debt Financing, (ii) customary engagement letters and (iii) customary agreements relating to alternative capital markets financings (none of which adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof there are no agreements, side letters or arrangements Contracts to which CBI Parent or any of its Affiliates Merger Sub is a party relating related to the Financing Commitment that could affect the availability provision or funding, as applicable, of the Financing. The Debt Financing or the transactions contemplated hereby other than as expressly set forth in the Debt Commitment constitutes the legally valid and binding obligation of CBI and, Letter delivered to the Knowledge Company on the date hereof. Parent has fully paid any and all commitment fees or other fees required in connection with the Debt Commitment Letter that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Debt Commitment Letter. As of CBIthe date hereof, 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 Debt Commitment Letter is in full force and effect and has not been withdrawnis the legal, rescinded or terminated or otherwise amended or modified in any respectvalid, binding and no such amendment or modification is contemplated. Neither CBI nor any enforceable obligation of its Affiliates is in breach Parent and Merger Sub, as the case may be, and, to the knowledge of any Parent and Merger Sub, each of the terms other parties thereto. There are no conditions precedent or conditions other contingencies related to the funding of the full amount of the Debt Financing (including pursuant to any “market flex” provisions in the fee letters or otherwise), other than as expressly set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as Debt Commitment Letter. 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 (i) constitute a breach, default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other party thereto under any of the Debt Commitment Letter, (ii) assuming the conditions set forth in Section 7.1 and Section 7.2 will be satisfied, constitute a failure to satisfy a condition on the part of Parent or Merger Sub or, to the knowledge of Parent, any condition precedent other party thereto under the Debt Commitment Letter or (iii) assuming the conditions set forth thereinin Section 7.1 and Section 7.2 will be satisfied, to the knowledge of Parent, result in any portion of the amounts to be provided or funded in accordance with the Debt Commitment Letter being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 7.1 and Section 7.12 will be satisfied, Parent has no lender has notified CBI reason to believe that any 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 Debt Financing contemplated by the Debt Commitment Letter will not be satisfied or, except to the extent reduced prior to the Closing Date in a manner expressly permitted by the terms of Section 6.9(a)(iii), that the full amount of the Financing, other than as expressly set forth in Debt Financing necessary to fund the Financing Commitment. The aggregate proceeds Required Payments will not be made available to be disbursed pursuant to the Financing Commitment, together with available cash on hand Parent and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses Merger Sub in full on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As Closing Date, and, 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 Parent is not aware of the date hereof. As existence of the date hereof, the Buyer Parties have no reason any fact or event that would or would reasonably be expected to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any cause such conditions to the funding Debt Financing not to be satisfied or, except to the extent reduced prior to the Closing Date in a manner expressly permitted by the terms of Section 6.9(a)(iii), the full amount of the Financing, or that Debt Financing necessary to fund the Financing will Required Payments not to be made available to CBI Parent and Merger Sub in full on the Closing Date. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent or Merger Sub obtain the Debt Financing or any other financing for or related to any of the transactions contemplated hereby.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Parent has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company a true, correct and complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated Debt Commitment Letter as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 in effect on the date of this Agreement, and, as hereof. As of the date hereof, (i) the respective commitments Debt Commitment Letter has not been amended, supplemented or modified in any manner; (ii) the commitment contained in the Financing Debt Commitment have Letter has not been withdrawn, terminated modified or rescinded in any respect. There , (iii) there are no agreements, side letters or arrangements arrangements, other than the Debt Commitment Letter, to which CBI Parent, Holdings or any of its Affiliates Merger Sub is a party relating to the Debt Financing Commitment that could affect the availability of the Debt 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 (iv) the Debt Commitment Letter is in full force and effect and has not been withdrawnrepresents a valid, rescinded binding and enforceable obligation of Parent, Holdings, Merger Sub and, to the Knowledge of Parent, each other party thereto, including of the Debt Financing Sources to provide the Financing contemplated thereby, subject only to the satisfaction or terminated waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by the Bankruptcy and Equity Exceptions or otherwise amended other laws of general application relating to or modified in affecting rights of creditors. The net proceeds of the commitment evidenced by the Debt Commitment Letter (after netting out applicable fees, expenses, original issue discount and similar premiums and charges payable by Parent, Holdings or Merger Sub) together with the aggregate cash on hand of the Parent or available to the Parent pursuant to existing credit facilities (both before and after giving effect to the exercise of any respector all “market flex” provisions related thereto) will be sufficient for the satisfaction of Parent’s, Holdings’ and Merger Sub’s obligations to (i) pay the aggregate Merger Consideration, (ii) pay any fees and expenses of or payable by Parent, Holdings or Merger Sub and/or the Surviving Corporation and its Subsidiaries, and no such amendment (iii) pay all other amounts required to be paid by Parent, Holdings or modification is contemplatedMerger Sub on the Closing Date to consummate the Transaction. Neither CBI nor Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of its Affiliates is this Agreement in breach of any connection with the Debt Commitment Letter. Assuming the satisfaction of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAARTICLE VI, 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, breach or default or failure to satisfy any condition precedent set forth thereinunder the Debt Commitment Letter. As of the date hereof, no lender has notified CBI of its intention Parent does not have any reason to terminate believe that, assuming the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding satisfaction of the full amount of the Financing, other than as expressly conditions set forth in the ARTICLE VI, any Financing Commitment. The aggregate proceeds available to Conditions will not be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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 satisfied as of the date hereof. As of the date hereof, the Buyer Parties have 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, Closing Date or that the Financing financing under the Debt Commitment Letter will not be made available to CBI Parent on the Closing Date. Neither Parent nor Merger Sub, nor any of their respective Affiliates, is a party to any Contract, or has made or entered into any formal or informal arrangement or other understanding (whether or not binding), with any other Person that has or would have the effect of limiting or prohibiting the right or ability of such Person to provide any other Person with financing or other potential sources of capital (whether equity, debt, rollover or a hybrid thereof) in connection with the Merger or any other transaction contemplated by this Agreement or any alternatives thereto. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to Parent, Merger Sub or any of its of their Affiliates or any other financing transaction be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a (a) Attached as Exhibit I are true, correct and complete and correct copy of copies of: (i) the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13July 17, 20132013 among Buyer, among Royal Bank of AmericaCanada, N.A. (“RBC Capital Markets, The Royal Bank of America”)Scotland plc and RBS Securities Inc. (as amended, JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelysupplemented or replaced in compliance with this Agreement, the “Financing CommitmentDebt Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto Royal Bank of Canada and The Royal Bank of Scotland plc have committed agreed to lend the amounts set forth therein (the “Financing”) to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the executed equity commitment letter, dated as of July 17, 2013 among Buyer, Parent and Resolution Life GP Ltd. (as amended, supplemented or replaced as permitted by this Agreement, the “Equity Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, Parent has committed to invest in Buyer the cash amount set forth therein (the “Equity Financing”), and which makes Seller an express third-party beneficiary to the Equity Commitment Letter entitled to enforce the obligations of Parent and the Brewery TransactionGeneral Partner (as defined in the Equity Commitment Letter) thereunder, subject to the limitations set forth therein; and (iii) the executed commitment letter, dated as of July 17, 2013 between Buyer and Hannover Life Reassurance Company of America (as amended, supplemented or replaced as permitted by this Agreement, the “NER Commitment Letter” and together with the Debt Commitment Letter and the Equity Commitment Letter, the “Commitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, Hannover Life Reassurance Company of America has agreed to provide financing for certain of the Financed Amounts (the “NER Financing” and together with the Debt Financing and the Equity Financing, the “Financing”). The Buyer Parties have delivered has made available to ABI true, Seller true and complete and correct copies of (A) 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 subscription agreements executed prior to the date hereof by the Investors, including the amendments thereto executed on or prior to the date hereof, whereby they have committed to become limited partners of this Agreement, and, Parent and to make the capital contributions contemplated thereby and (B) the fully executed Limited Partnership Agreement of Parent that is in effect 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 any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.

Financial Ability. Each of the (a) Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject has delivered to the receipt by any Buyer Party Companies true and complete copies of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy of the (i) an executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. commitment letter from Blackstone Capital Partners VI L.P. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Equity Financing Commitment”)) to make an equity investment in Buyer, pursuant subject only to which, upon the terms and subject to the conditions set forth therein, in cash in the lenders party thereto have committed to lend the aggregate amounts set forth therein (the “Equity Financing”) for and (ii) an executed commitment letter, together with all exhibits, annexes, schedules and attachments thereto, from the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI truefinancial institutions identified therein, complete and correct copies of together with the fee letter and engagement letters relating letter, with only the fee amounts redacted (the “Redacted Fee Letter”) (collectively, the “Debt Financing Letter” and, together with the Equity Financing Commitments, the “Financing Commitments”) to provide, subject only to the Financing Commitment terms and conditions therein, debt financing in the amounts set forth therein (redacted only being collectively referred to as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). As of the date hereof, neither of the Financing Commitments has been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications permitted by Section 5.15(a)), and none of the respective obligations and commitments contained in the Financing Commitment such letters have not been withdrawn, terminated or rescinded in any respect. There Buyer and Merger Subs have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are no agreements, side letters payable on or arrangements to which CBI or any of its Affiliates is a party relating prior to the date of this Agreement. Assuming (A) 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 is funded 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 CommitmentCommitments, and assuming (B) the accuracy in all material respects of the representations and warranties set forth in Article 4 III hereof, and performance (C) compliance by ABI of its obligations under this Agreement the Companies with their covenants hereunder, the net proceeds contemplated by the Financing Commitments, together with the Companies’ cash on hand, will in the aggregate be sufficient for Buyer, the Merger Subs and the Brewery SPASurviving Corporations to pay each of the amounts required to be paid in connection with the consummation of the Transactions (including the repayment of any outstanding indebtedness that may become due on the Closing Date) and to pay all related fees and expenses of Buyer, the Merger Subs and the Surviving Corporations. The Financing Commitments are (x) legal, valid and binding obligations of Buyer and the Merger Subs, as applicable, and, to the Knowledge of Buyer and the Merger Subs, each of the other parties thereto, and (y) enforceable in accordance with their respective terms against Buyer and the Merger Subs, as applicable, and, to the Knowledge of Buyer and the Merger Subs, each of the other parties thereto, subject, as to clause (y), to the Bankruptcy Exception. As of the date hereofof this Agreement, 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 either Merger Sub or, to satisfy the Knowledge of Buyer, any condition precedent other parties thereto under the Financing Commitments; provided that Buyer is not making any representation or warranty regarding the effect of (A) any inaccuracy in the representations and warranties set forth thereinin Article III or (B) the failure by any of the Companies to comply with any covenant herein. As of the date hereofof this Agreement, no lender has notified CBI assuming satisfaction or (to the extent permitted by Law) waiver of its intention the conditions to terminate Buyer’s and the Merger Subs’ obligation to consummate the Transactions, none of Buyer nor the Merger Subs have any reason to believe that any of the conditions to the Financing Commitment will not be satisfied or that the Financing will not be made available to provide Buyer or the FinancingMerger Sub on the Closing Date. 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPACommitments. As of the date hereofof this Agreement, CBI has paid in full any and all commitment there are no Contracts or other fees required by agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Buyer or any of its Affiliates is a party related to the Financing Commitment that are due other than as of expressly contained in the Financing Commitments and delivered to the Companies prior to the date hereof. As of the date hereof, the Buyer Parties have 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.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by date of this Agreement and the Brewery Transaction is not and will not be subject Agreement, such Purchaser has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence Seller (x) a true, correct and complete copy of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI applicable Commitment Letters and (y) a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementguaranty, dated as of February 13, 2013, among Bank the date hereof from the applicable Guarantor. As of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, such Purchaser has also delivered to the Seller a true, correct and complete copy of any fee letter (the “Fee Letters”) with the fee amounts, economic, financial, dollar and ratio terms, the economic terms and the “market flex” provisions requested to be redacted by the Debt Financing Sources party thereto redacted in a customary manner, none of which redactions covers terms that would (a) reduce the amount of the Debt Financing or (b) impose any new condition or otherwise adversely amend, modify or expand any conditions precedent to the Debt Financing. The applicable Commitment Letter, in the form so delivered, is the legal, valid and binding obligation (subject to the Bankruptcy and Equity Exception) of such Purchaser and, as to the knowledge of such Purchaser, of the applicable Financing Sources. As of the date hereofof this Agreement, no Commitment Letter has been amended or modified, and the respective commitments contained in the Financing each Commitment Letter have not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could affect the availability As of the Financing. The Financing date of this Agreement, each 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 effect. Except as set forth in the unredacted portions of the Fee Letters, there are no side letters, understandings or other agreements or arrangements which adversely and has materially impact the conditionality, availability or aggregate amount of the Debt Financing. There are no conditions precedent or other contingencies to the funding of the Debt Financing or Equity Financing other than as expressly set forth in the Commitment Letters or the unredacted portions of the Fee Letters. As of the date of this Agreement, such Purchaser is 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 any Commitment Letter and, to the Financing Commitment, and assuming the accuracy knowledge of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereofsuch Purchaser, no event has occurred which, with or without notice, notice or lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of such Purchaser under any term or condition of any Commitment Letter or otherwise be reasonably likely to satisfy result in any condition precedent set forth thereinportion of the Debt Financing or the Equity Financing, as applicable, contemplated by such Commitment Letter to be unavailable. 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement Agreement, Purchaser and the Brewery SPA. As of the date hereof, CBI has its Controlled Affiliates have fully paid in full any and all commitment fees or other fees required by the Financing terms of each Commitment that are due as of the date hereof. As of Letter to be paid on or before the date hereof, and will pay, after the Buyer Parties have no reason date hereof, all such commitment fees and other fees as they become due. The proceeds from (A) the Debt Financing described in the Debt Commitment Letter (after giving effect to believe any “flex” provisions in the fee letter), together with (B) the Equity Financing pursuant to the Equity Commitment Letter, (C) any cash on hand of the applicable Purchaser, and (D) any cash on hand of the applicable Acquired Company(ies), are sufficient to pay all amounts to be paid or repaid by such Purchaser under this Agreement and all related transaction expenses. Such Purchaser affirms that CBI and it is not a condition to the Closing or to any of its applicable Affiliates will be unable to satisfy on a timely basis obligations under this Agreement that such Purchaser obtain financing for, or related to, 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 Datetransactions contemplated by this Agreement.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party date of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The , Buyer Parties have delivered to ABI a true, complete and correct copy of the has received (i) an executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13, 2013, among Bank of America, N.A. the date hereof (the “Bank of AmericaEquity Commitment Letter”), JPMorgan Chase Bank N.A. from each Equity Financing Source (“JPMorgan”other than the Sponsor Rollover Sellers) and CBI an executed Sponsor Rollover Agreement from each Sponsor Rollover Seller (collectivelytogether with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”), pursuant to which, upon the terms and subject which each Equity Financing Source has committed to the conditions provide equity financing in an aggregate amount as set forth therein, subject to the lenders party thereto have committed to lend the amounts terms and conditions set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) ), which Commitment Letters provide that the Company is a third-party beneficiary thereto, in each case, solely for the purpose Financing Purposes. A true and complete copy of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating each Commitment Letter has been previously provided to the Financing Company. Buyer has fully paid any and all commitment fees or other fees required by such Commitment (redacted only as Letters to the matters indicated therein), the Financing Commitment has not been amended be paid on or modified prior to before the date of this Agreement, and, hereof and will pay all additional fees as they become due. As of the date hereof, subject to the respective commitments contained Remedies Exception, each Commitment Letter is a legal, valid and binding obligation of each party thereto and in the Financing Commitment have full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 does not contain any material misrepresentation by general equitable principles). The Financing Commitment is in full force Buyer 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, no event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a breachbreach thereunder on the part of Buyer or its Affiliates. No amendment or modification to, default or failure withdrawal, termination or rescission of, any Commitment Letter is currently contemplated. The aggregate proceeds contemplated by the Commitment Letters, together with available cash of the Company and its Subsidiaries (assuming that the representations and warranties of the Company set forth in Section 4.28 are true and correct) and the Debt Financing, will be sufficient for Buyer to complete the Merger and to satisfy all of the payment obligations of Buyer and the Surviving Corporation under this Agreement, including (x) paying the Funding Amount at Closing and the Deferred Payment Amount on the Deferred Payment Date, and (y) paying all related fees and expenses (collectively, the “Financing Purposes”). Buyer has not incurred any condition precedent set forth thereinobligation, commitment, restriction or liability of any kind, and neither of them is contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources. As of the date hereof, there are no lender has notified CBI side letters or other agreements, contracts, arrangements or understandings related to the funding or investing, as applicable, of the Equity Financing other than as expressly set forth in the applicable Commitment Letters. Other than the Commitment Letters, no Contract between an Equity Financing Source, on the one hand, and Buyer or any of its intention to terminate Affiliates, on the Financing Commitment or not to provide the Financing. There are no other hand, contains any conditions precedent or other contingencies (x) related to the funding of the full amount of the Financing, other than as expressly Equity Financing or any provisions that could reduce the aggregate amount of the Equity Financing set forth in any Commitment Letter or the Financing Commitment. The aggregate proceeds available contemplated by any Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of any Commitment Letter with respect to be disbursed pursuant to all or any portion of the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAEquity Financing. As of the date hereofhereof and assuming the conditions to closing set forth in Article X are satisfied at Closing, CBI Buyer 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, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will the conditions to the Equity Financing would not reasonably be unable expected to satisfy be satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the Equity Financing will would not reasonably be expected to be available to CBI Buyer on the date on which the Closing Dateshould occur pursuant to Section 2.4.

Financial Ability. Each (a) Parent has delivered to the Company a true and correct fully executed copy of the Buyer Parties acknowledges that its obligation to consummate Commitment Letter providing for the transactions contemplated by this Agreement and funding of loans in an aggregate amount set forth therein (the Brewery Transaction is not and will not be “Commitment Amount”) subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 ). At Closing, Parent and Merger Subsidiary will have sufficient funds to make the purpose of funding payments required pursuant to Article 2 and to perform the obligations with respect to the transactions contemplated by this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in this Agreement and performance by the Brewery TransactionCompany of its obligations hereunder. The Buyer Parties have 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 Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the commitment to provide the Financing contained in the Financing Commitment have such letter has not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters Parent or arrangements to which CBI Merger Subsidiary has fully paid any and all commitment fees or any of its Affiliates is a party relating other fees in connection with the Commitment Letter or otherwise with respect to the Financing that are due and payable on or prior to the date hereof and the Commitment that could affect Letter is the availability of the Financing. The Financing Commitment constitutes the legally valid valid, binding and binding enforceable obligation of CBI andParent and Merger Subsidiary, and to the Knowledge knowledge of CBIParent, 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 Applicable Law affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The Financing Commitment is in full force and effect and has not been withdrawnExcept for the fee letter relating to fees with respect to the Financing, 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 date hereof there are no side letters or conditions other agreements, contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Financing CommitmentCommitment Letter delivered to the Company prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full Commitment Amount, other than as expressly set forth in the Commitment Letter delivered to the Company on or prior to the date hereof. As of the date of this Agreement, Parent does not have any reason to believe that, subject to the satisfaction of the conditions precedent set forth in Section 9.01 and Section 9.02 and assuming the accuracy of the representations and warranties of the Company set forth in Article 4 this Agreement and performance by ABI the Company of its obligations under this Agreement and hereunder, any of the Brewery SPA, as conditions to the funding of the Commitment Amount will not be satisfied or that the Commitment Amount will not be available to Parent or Merger Subsidiary on the Closing Date. As of the date hereofof this Agreement, 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 thereinbreach on the part of Parent or Merger Subsidiary under the Commitment Letter. As Each of the date hereof, no lender has notified CBI of Parent and Merger Subsidiary acknowledges that 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 obligations set forth in this Agreement are not contingent upon any Person’s ability to obtain or have at the Financing Commitment. The aggregate proceeds available Closing sufficient funds necessary to make the payments required pursuant to Article 2 and to perform its other obligations at the Closing required to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms performed by either of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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 Datethem.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have has delivered to ABI Seller a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13May 27, 2013, 2015 among Bank of America, N.A. Buyer and the investors thereto (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing CommitmentEquity Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party investors thereto have committed to lend invest the amounts cash amount in Buyer set forth therein in its Equity Commitment Letter (the “Equity Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction). The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Equity Commitment (redacted only as to the matters indicated therein), the Financing Commitment Letter has not been amended amended, modified or modified replaced prior to the date of this Agreement, and, as of the date hereof, to the respective knowledge of buyer, the commitments contained in the Financing Equity Commitment have Letter has not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 the Equity Commitment Letter (x) is in full force and effect, and (y) is a legal, valid, binding and enforceable obligation of its intention Buyer and, to terminate the Financing knowledge of Buyer, the other parties thereto, in each case except that (a) such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws in effect relating to or affecting the enforcement of the rights of creditors generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Other than as set forth in the Equity Commitment or not to provide the Financing. There Letter, there are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingEquity Financing (including any “flex” provisions). There is no other agreement relating to the Equity Financing to which Buyer or any of its Affiliates is a party that would, other than or would reasonably be expected to, (i) impair the validity of the Equity Commitment Letter, (ii) reduce the aggregate amount of the Equity Financing or (iii) materially delay or prevent the Closing. Assuming Buyer is otherwise obligated to effect the Closing as expressly set forth in Article IX hereof and the Financing Commitment. The aggregate satisfaction of the conditions of the Equity Commitment Letter, upon receipt of the proceeds available contemplated by the Equity Commitment Letter, Buyer will have access as of the Closing Date to be disbursed pursuant sufficient funds to purchase the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses Shares on the terms and conditions contemplated hereby and thereby in accordance with by this Agreement, to consummate the terms of other transactions contemplated by this Agreement and the Brewery SPA. As of the date hereof, CBI has to pay all associated costs and expenses required to be 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, the Buyer Parties have 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 DateBuyer.

Financial Ability. Each As soon as all of the Buyer Parties acknowledges that its obligation conditions to Closing set forth in Article 8 have been satisfied, Parent and Sub will have sufficient cash on hand or other immediately available funds to perform all of their respective obligations under this Agreement to consummate the transactions contemplated by this Agreement hereby, including payment in full of the Merger Consideration, the amounts payable to the Company Holders and the Brewery Transaction all other associated fees, costs and expenses. Parent affirms that it is not and will not be subject a condition to the receipt by Closing or to any Buyer Party of its other obligations under this ‎Agreement that Parent obtain financing for, or related to, any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy ‎this Agreement.‎ As of the Execution Date, Parent has received an executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13, 2013, among Bank of America, N.A. the Execution Date (the “Bank of AmericaEquity Commitment Letter”), JPMorgan Chase Bank N.A. from Mercuria Investments US, Inc. (“JPMorgan”) Investor”)‎, duly executed by Investor and CBI Parent, pursuant to which Investor has committed to provide equity financing in an aggregate amount of $105,000,000 (collectively, the “Financing CommitmentEquity Financing”), pursuant subject to which, upon the terms and subject to the conditions set forth therein, which Equity Commitment Letter provides that the lenders Company is a third-party beneficiary thereto have committed to lend for the amounts limited purposes set forth therein (the “Financing”) solely for the purpose of funding the transactions contemplated by this Agreement Financing Purposes. A true and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies copy of the fee letter and engagement letters relating Equity Commitment Letter has been previously provided to the Financing Company. As of the Execution Date, (x) the Equity Commitment Letter is a legal, valid and binding obligation of each party thereto and in full force and effect, enforceable against the parties thereto in accordance with its terms, except as enforceability may be limited by Creditors’ Rights, (redacted only as to the matters indicated therein), the Financing Commitment y) has not been amended or modified prior to the date of this Agreementamended, andmodified, 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 any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, (z) no event has occurred which, 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 thereunder on the part 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 CommitmentParent. The aggregate proceeds available to be disbursed pursuant to contemplated by the Financing CommitmentEquity Commitment Letter, together with available cash on hand of Parent and availability under CBI’s existing credit facilitySub, will be sufficient for Parent and Sub to consummate the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms transactions contemplated hereby and thereby in accordance with the terms of by this Agreement (the “Financing Purposes”). Parent shall not permit or consent to (i) any material and adverse amendment, supplement or modification to be made to the Brewery SPA. As Equity Commitment Letter (other than to increase the amount of Equity Financing) or (ii) the early termination of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Equity Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have 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 DateLetter.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have has delivered to ABI Seller a true, complete and correct copy of the fully executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13March 8, 20132011, among Bank of Americabetween Buyer and Xxxxxxx Xxxxx Lending Partners LLC, N.A. Citigroup Global Markets Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc., SunTrust Bank, Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (the “Bank of America”), JPMorgan Chase Bank N.A. (“JPMorganCommitment Letter”) and CBI (collectively, the “Financing Commitment”), pursuant to whichwhich such lenders have agreed to provide, upon subject to the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts debt financing in an aggregate amount set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction). The Buyer Parties have delivered to ABI true, complete and correct copies As of the fee letter date of this Agreement, the Commitment Letter is in full force and engagement letters relating effect and is a legal, valid and binding obligation of Buyer and, to the Financing Commitment (redacted only as to the matters indicated therein)knowledge of Buyer, the Financing other parties thereto. As of the date hereof, the Commitment Letter 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 such Commitment Letter have not been withdrawn, terminated withdrawn or rescinded in any respect. There As of the date hereof, there are no agreements, side letters or other agreements, contracts or arrangements to which CBI or any of its Affiliates is a party relating (except for customary fee letters and engagement letters) related to the Financing Commitment that could affect the availability funding or investing, as applicable, of the Financingfull amount of the Debt Financing other than as expressly set forth in or contemplated by the Commitment Letter or as otherwise disclosed to Seller. The obligation to fund the Debt Financing under the Commitment constitutes the legally valid and binding obligation of CBI and, Letter is not subject to the Knowledge of CBI, the any conditions other parties thereto, enforceable in accordance with its terms (except than 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 CommitmentCommitment Letter. As of the date of this Agreement, and assuming (a) the accuracy of the representations and warranties set forth in Article 4 V and performance (b) satisfaction of all conditions by ABI (i) Seller pursuant to Article IX and (ii) Buyer pursuant to Article X, Buyer does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions set forth in the Commitment Letter not being satisfied. If funded, the net proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, in addition to cash otherwise available to Buyer, will be sufficient for Buyer to pay the Preliminary Purchase Price in accordance with this Agreement and otherwise satisfy its obligations under this Agreement and the Brewery SPA, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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 DateSeller Ancillary Agreements.

Financial Ability. Each Concurrently with the execution of the this Agreement, Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject has provided to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Seller a true, true and 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. equity commitment letter (the “Bank of AmericaEquity Financing Commitment”), JPMorgan Chase Bank N.A. (“JPMorgan”) by and CBI among Buyer, on the one hand, and Accel-KKR Capital Partners V, LP, a Delaware limited partnership, and Accel-KKR Capital Partners V Strategic Fund, LP, a Delaware limited partnership (collectively, the “Financing CommitmentSponsor”), on the other hand, a true and complete copy of which is attached hereto as Exhibit I, pursuant to which, upon which Sponsor has committed that Sponsor or certain of its Affiliates will provide equity financing in the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts amount set forth therein (the “Financing”) for the purpose of funding payment of the transactions contemplated by Purchase Price and such other payment obligations of Buyer set forth in ARTICLE II, subject to the terms and conditions set forth therein and in this Agreement and (the Brewery Transaction“Equity Financing”). The Buyer Parties have 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 Equity Financing Commitment has not been amended or modified prior to the date of this Agreement, and, and as of the date hereof, hereof (x) no such amendment or modification is contemplated and (y) the respective commitments commitment contained in the Equity Financing Commitment have has not been withdrawn, terminated or rescinded in any respect. There As of the date of this Agreement, there are no agreements, side letters or other agreements, contracts or arrangements to which CBI or any of its Affiliates is a party relating related to the Equity Financing which expand conditions precedent, other than as set forth in the Equity Financing Commitment that could affect delivered to the availability Seller prior to the execution of this Agreement. As of the Financing. The date hereof, (i) the Equity Financing Commitment constitutes the legally is in full force and effect and (ii) is legal, valid and binding obligation obligations of CBI and, to the Knowledge of CBI, the other parties thereto, Buyer enforceable against Buyer in accordance with its terms (except as such enforceability may be limited by their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rightsrights and to general equity principles, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnand, 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 to the knowledge of the terms or Buyer, each of the other parties thereto, there are no conditions precedent related to the funding of the full amount of the Equity Financing, other than as expressly set forth in this Agreement (including Section 10.11) and in the Equity Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as . 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 breach on the part of Buyer or, to satisfy the knowledge of Buyer, any condition precedent other party thereto under the Equity Financing Commitment. Assuming satisfaction of the conditions set forth therein. As in ARTICLE VII and the Equity Financing Commitment and based upon facts and events known to Buyer on the date hereof, Buyer has no reason to believe, 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 any 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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 Equity Financing required to be satisfied by it will not be available satisfied by the time it is required to CBI consummate the Closing hereunder. Assuming satisfaction of the conditions set forth in ARTICLE VII and the Equity Financing Commitment and based upon facts and events known to Buyer on the date hereof, the funds provided pursuant to the Equity Financing Commitment, if funded in accordance with the terms and conditions of the Equity Financing Commitment, will be sufficient for Buyer to have at the Closing Datefunds sufficient to (a) pay the Purchase Price, (b) pay any and all fees and expenses required to be paid by Buyer in connection with the transactions contemplated herein and (c) satisfy all of the other payment obligations of Buyer contemplated hereunder that are required to be satisfied in connection with the Closing. Notwithstanding anything to the contrary contained herein, Buyer acknowledges, represents, warrants and agrees that consummation of the transactions contemplated herein and the Closing shall not be conditioned upon Buyer obtaining financing for the transactions contemplated by this Agreement.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation Closing, Parent will have sufficient immediately available funds to consummate the transactions contemplated by this Agreement hereby, including the payment of the amounts payable pursuant to Section 3.6 and the Brewery Transaction is not payment of all associated costs and will not be subject to the receipt by any Buyer Party expenses of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, Parent in the case of the Brewery Transaction, the consummation of connection with the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Parent has provided the Company a true, true and 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, andcopy, as of the date hereof, of an executed commitment letter and fee letter (as may be amended or replaced from time to time in accordance with the respective commitments contained terms of this Agreement, collectively, the “Debt Financing Commitment Letters”) from Xxxxxx Xxxxxxx Senior Funding, Inc. (“MSSF”, together with each lender that becomes a party to such commitment letter as a commitment party thereunder, the “Lenders”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein for the purpose of funding in part the cash consideration for the Merger (the “Debt Financing”) (provided, that provisions in any fee letter included in the Debt Financing Commitment have not been withdrawnLetters related solely to fees, terminated or rescinded in any respect. There are no agreements, side letters or arrangements economic terms and “flex” provisions may be redacted so long as none of the redacted provisions would reasonably be expected to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could adversely affect the availability of or impose additional conditions on, the Financingavailability of the Debt Financing at the Closing). The As of the date hereof, none of the Debt Financing Commitment constitutes Letters have been amended or modified and no such amendment or modification is contemplated or pending (other than amendments or modifications to the legally valid Debt Financing Commitment Letters solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities). As of the date hereof, each Debt Financing Commitment Letter is valid, binding obligation of CBI and, to the Knowledge of CBIParent’s Knowledge, enforceable by Parent against the other parties thereto, enforceable thereto in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, (a) applicable insolvency, fraudulent conveyancebankruptcy, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principlesrights generally or (b) applicable equity principles (whether considered in a proceeding at law or in equity). The As of the date hereof, each Debt Financing Commitment Letter is in full force and effect and has the respective obligations and commitments have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, respect and no such withdrawal, rescission or termination is contemplated by Parent or any Merger Sub or, to the knowledge of Parent and each Merger Sub, the other parties thereto (other than any customary amendment or modification is contemplatedto include new lenders, lead arrangers, book runners, syndication agents and other similar entities). 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as As of the date hereof, no event has occurred which, which (with or without notice, lapse of time time, or both, ) constitutes or would reasonably be expected to constitute a breachbreach or default on the part of Parent or any Merger Sub or, default to the Knowledge of Parent and the Merger Subs, any of the other parties to the Debt Financing Commitment Letters. Assuming the satisfaction of the conditions contained in Section 7.1 and Section 7.2 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in the Debt Financing Commitment Letters will not be satisfied, or failure that the full amount of the Debt Financing will not be made available at or prior to satisfy any condition precedent set forth thereinClosing in order to consummate the Merger. As of the date hereof, no lender Lender has notified CBI Parent of its intention to terminate any of the Debt Financing Commitment Letters or not to provide the Debt Financing. There are no conditions precedent or other contingencies related to Assuming (i) the funding satisfaction of the full amount of conditions in Section 7.1 and Section 7.2 hereof and (ii) that the Financing, other than as expressly set forth in the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby is funded in accordance with the terms of this Agreement the Debt Financing Commitment Letters, the aggregate net proceeds from the Debt Financing will be sufficient to fund the Closing Date Merger Consideration, the payment of any fees and expenses of or payable by Parent and the Brewery SPA. As Merger Subs and any other amounts required to be paid by Parent and the Merger Subs in connection with the consummation of the date hereof, CBI Merger and the other transactions contemplated hereby (the “Required Financing Amount”). Parent has paid in full any and all commitment or other fees required by any of the Debt Financing Commitment Letters that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. As of the date hereof, there are no side letters or other Contracts (other than an engagement letter dated the Buyer Parties have no reason date hereof between Parent and MSSF, a term loan commitment letter dated the date hereof between Parent and MSSF, and a term loan fee letter dated the date hereof between Parent and MSSF, each of which, for the avoidance of doubt, relates to believe that CBI the proposed refinancings of the Debt Financing and each of which does not modify the terms or conditions of the Debt Financing) relating to the Debt Financing to which Parent or any of its applicable Affiliates will be unable subsidiaries is a party, other than as expressly set forth in the Debt Financing Commitment Letters. The Debt Financing Commitment Letters are not subject to satisfy on a timely basis any conditions to the funding other than as expressly set forth therein. As of the full amount date hereof, each of Parent and each of the Financing, Merger Subs is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Debt Financing Commitment Letters inaccurate or that would reasonably be expected to cause the Debt Financing will not Commitment Letters to be available to CBI on the Closing Dateineffective.

Financial Ability. Each of the (a) Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company (i) a true, correct and complete and correct copy of the executed definitive Second Amended and Restated Interim Loan AgreementDebt Financing Commitment Letter, dated as of February 13the date hereof, 2013, among Bank to which Debt Financing Sources have committed to provide Buyer the principal amount of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing Commitment”), pursuant debt financing set forth therein subject only 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 “Debt Financing”) and (ii) a correct and complete copy of the executed New Investment Agreement, pursuant to which the New Investors have respectively committed, subject to the terms and conditions set forth therein, to purchase an aggregate of 1,260,017 Buyer Class E-1 Units, 1,373,419 Buyer Class E-2 Units, 5,544,075 Buyer Class F-1 Units and 3,591,049 Buyer Class F-2 Units for an aggregate purchase price of $4,670,000,000 (the purpose “Equity Financing” and, together with the Debt Financing, the “Financing”). Each of funding the transactions contemplated by this Agreement Debt Financing Commitment Letter and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating New Investment Agreement (but only with respect to the Financing Commitment (redacted only as Walgreens New Investor) provides that the Company is a third party beneficiary thereto to the matters indicated extent set forth 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 there are no agreementsother side letters, side letters arrangements or arrangements agreements to which CBI or any of its Affiliates Buyer is a party relating to the Financing other than as expressly set forth in the Debt Financing Commitment that could affect Letter, the availability New Investment Agreement, the fee letter related to the Debt Financing by and between Buyer and the Debt Financing Sources or as otherwise provided to the Company on or prior to the date hereof (and, if on the date hereof, prior to execution and delivery of this Agreement), and other than disclosed prior to the date hereof, no such side letters, arrangements or agreements are contemplated. As of the Financing. The date of this Agreement, (i) neither the Debt Financing Commitment constitutes Letter nor the legally valid New Investment Agreement, each, in the form provided to the Company, (A) has been amended, supplemented, terminated, rescinded, withdrawn or modified in any respect (and binding obligation no waiver or consent of CBI any provision has been granted) and, to the Knowledge of CBIBuyer, no such amendment, supplement, termination, rescission, withdrawal or modification is contemplated, and (B) is a legal, valid and binding obligation of Buyer and, to the Knowledge of Buyer, each of the other parties thereto, is in full force and effect, and is enforceable in accordance with its the terms (thereof against Buyer and, to the Knowledge of Buyer, each of the other parties thereto, 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 laws affecting creditors’ rights, rights generally 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, (ii) no event has occurred which, which (with or without notice, notice or lapse of time or both, ) would reasonably be expected to constitute result in any breach or default by Buyer under the Debt Financing Commitment Letter or the New Investment Agreement or to result in a breach, default or failure to satisfy a condition to the Financing, or would reasonably be expected to permit any condition party to the Debt Financing Commitment Letter or the New Investment Agreement to terminate the Debt Financing Commitment Letter or the New Investment Agreement, as applicable, or to not make the funding (in accordance with the terms and subject to the conditions hereof) in an amount sufficient to enable the Buyer to pay the Required Amount on a timely basis. Assuming the satisfaction of the conditions precedent set forth therein. As in Section 7.1 and Section 7.2, Buyer does not have any reason to believe that (x) any of the date hereof, no lender has notified CBI of its intention conditions to terminate the Financing Commitment will not be satisfied on a timely basis or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of (y) the full amount of the Financing, other than as expressly set forth in Financing contemplated by the Debt Financing Commitment. The aggregate proceeds Commitment Letter and the New Investment Agreement to be made available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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 Closing Date will not be available to CBI Buyer on the Closing Date. Each of the Debt Financing Commitment Letter and the New Investment Agreement (i) contains all of the conditions to the obligations of the Debt Financing Sources and the New Investors to make the Financing available to Buyer on the terms set forth in such Debt Financing Commitment Letter and such New Investment Agreement and (ii) other than as set forth therein, does not contain any contingencies that would permit the Debt Financing Sources or the New Investors to reduce, or rescind their obligation to provide, the total amount and the net cash proceeds of the Financing below the amount sufficient to enable Buyer to pay the Required Amount. Buyer has fully paid, or caused to be fully paid, any and all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing. On or prior to the date hereof, true, complete and correct copies of all Financing Agreements, and any fee letters, fee credit letters or engagement letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic or commercially sensitive numbers and provisions have been provided to the Company.

Financial Ability. Each (a) Concurrently with the execution of this Agreement, Buyer has delivered to the Seller a true and complete copy of (i) executed equity commitments letters, dated as of the date hereof, between Buyer Parties acknowledges that its obligation and the Equity Financing Sources identified therein, including all exhibits, schedules, annexes and amendments to consummate such letter in effect as of the date of this Agreement attached hereto as Exhibit F (the “Equity Commitment Letters”), pursuant to which each of the Equity Financing Sources has committed to provide, subject to the terms and conditions therein, cash in an amount up to the aggregate amount set forth therein for the purposes of financing the transactions contemplated by this Agreement and (the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of AmericaEquity Financing”), JPMorgan Chase Bank N.A. which Equity Commitment Letters provide that the Seller is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letters. and (ii) the duly executed debt commitment letter (including all exhibits, annexes, schedules and term sheets thereto), dated on or prior to the date hereof in the form attached hereto as Exhibit G (the “JPMorganDebt Commitment Letter”, and together with the Equity Commitment Letters, the “Commitment Letters”) and CBI the duly executed fee letter associated therewith (collectivelythe “Fee Letter”, together with the Debt Commitment Letter, the “Financing CommitmentDebt Commitment Documentation” and together with the Equity Commitment Letters, the “Commitment Documentation”) (provided, that provisions in the Fee Letter related to economic or “flex” terms have been redacted (none of which redacted provisions could reasonably be expected to adversely affect the conditionality or the availability of such financing)), pursuant to whichwhich the Debt Financing Sources have committed to lend, upon subject to the terms and subject to the conditions set forth therein, amounts in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (the “Financing”) for the purpose purposes of funding financing the transactions contemplated by this Agreement (the debt financing contemplated thereby, hereafter and the Brewery Transaction. The Buyer Parties have 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 replaced from time to time in accordance with the date provisions 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 any of its Affiliates is a party relating to the Financing Commitment that could affect the availability of the “Debt 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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 hereofEquity Financing, the Buyer Parties have 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”).

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, andGuarantor has received an executed debt commitment letter dated the date hereof (the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide Guarantor debt financing in cash in the aggregate amount set forth in the Debt Commitment Letter (the “Committed Financing”), the proceeds of which will be made available to Buyer. A true and complete copy of the fully executed Debt Commitment Letter as in effect on the date hereof has been provided to the Company. A true and complete copy of the fee letter related to the Debt Commitment Letter (such fee letter, including all exhibits, schedules, annexes, supplements and amendments thereto, collectively, the “Debt Fee Letter”) as in effect on the date hereof has been provided to the Company, except that provisions contained therein related solely to fees, pricing terms, pricing caps, other economic terms (other than covenants) and any “market flex” agreed to by the parties thereto, in each case, that do not impose additional conditionality, may be redacted. Buyer has fully paid any and all commitment or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the respective commitments contained in the Financing Debt Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 valid and binding obligation of CBI and, to the Knowledge of CBI, the in full force and effect and enforceable against Buyer and each other parties party 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 generally and by to general equitable principles)principles of equity. 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as As of the date hereof, (i) there are no conditions precedent or other contractual contingencies related to the Committed Financing as contemplated by the Debt Commitment Letter other than as expressly set forth in the Debt Commitment Letter, (ii) none of the respective commitments contained in the Debt Commitment Letter has been withdrawn or rescinded in any respect and (iii) no event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a breach, default material breach thereunder on the part of Buyer or failure to satisfy any condition precedent set forth thereinMerger Sub. As of the date hereof, no lender neither Buyer nor Merger Sub has notified CBI any Knowledge that any amendment or modification to, or withdrawal, termination or rescission of, any Debt Commitment Letter is contemplated; provided, that the existence or exercise of its intention to terminate “market flex” provisions contained in the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related Debt Fee Letter (to the funding extent such provisions do not add additional conditionality) shall not constitute an amendment or modification of the full amount of the Financing, other than as expressly set forth in the Financing CommitmentDebt Commitment Letter. The aggregate proceeds available to be disbursed pursuant to contemplated by the Financing CommitmentDebt Commitment Letter, together with available cash on hand of Buyer and availability under CBI’s existing credit facilityMerger Sub, will be sufficient for Merger Sub and the Buyer Parties Surviving Corporation to complete the transactions contemplated by this Agreement and to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby required to be paid by Buyer or Merger Sub in accordance connection with the terms of transactions contemplated by this Agreement and the Brewery SPAAgreement. As of the date hereof, CBI has paid in full any hereof and all commitment or other fees required by assuming the Financing Commitment that are due as satisfaction of the date hereof. As conditions to Closing set forth in Sections 9.2(a) and 9.2(b), neither Buyer nor Merger Sub has Knowledge of any circumstances that could reasonably be expected to lead to the date hereof, the Buyer Parties have 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 Committed Financing not being satisfied or the full amount of the Financing, or that the Committed Financing will not be being available to CBI Buyer and Merger Sub on the Closing Date.

Financial Ability. Each (a) As of the date of this Agreement, Buyer Parties acknowledges that its obligation has received an executed equity commitment letter dated the date hereof (the “Equity Commitment Letter”) from Altaris Health Partners II, L.P. and Altaris Health Partners III, L.P. to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be provide equity financing in an aggregate amount of $85,000,000, subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 “Equity Financing” and, together with the Debt Financing, the “Financing”) for ), which Equity Commitment Letter provides that the purpose of funding the transactions contemplated by this Agreement Company is a third party beneficiary thereto. A true and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies copy of the fee letter and engagement letters relating Equity Commitment Letter as in effect on the date hereof has been previously provided to the Financing Seller. Buyer has fully paid any and all commitment fees or other fees required by the Equity Commitment (redacted only as Letter to the matters indicated therein), the Financing Commitment has not been amended be paid on or modified prior to before the date of this Agreement, and, hereof and will pay all additional fees as they become due. As of the date hereof, the respective commitments contained Equity Commitment Letter is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, each other party thereto and in the Financing Commitment have full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by Buyer. There are no agreementsThe aggregate proceeds contemplated by the Equity Commitment Letter, side letters or arrangements together with available cash of Buyer and of the Company and its Subsidiaries at Closing, will be sufficient for Buyer to which CBI complete the transactions contemplated by this Agreement, and to satisfy all of the obligations of Buyer under this Agreement, including (x) paying the Purchase Price at Closing, (y) effecting the repayment of all Funded Debt as of the Closing Date and (z) paying all related fees and expenses (collectively, the “Financing Purposes”). No Contract between either Guarantor, on the one hand, and Buyer or any of 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 andAffiliates, to the Knowledge of CBI, on the other parties theretohand, 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 contains 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 Equity Financing or any provisions that could reduce the aggregate amount of the Equity Financing set forth in the Financing Commitment. The Equity Commitment Letter or the aggregate proceeds available to be disbursed pursuant to contemplated by the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAEquity Commitment Letter. As of the date hereof, CBI Buyer 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, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will the conditions to the Equity Financing would not reasonably be unable expected to satisfy be satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the Equity Financing will would not reasonably be expected to be available to CBI Buyer on the date on which the Closing Dateshould occur pursuant to Section 3.1.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject (a) Parent has previously delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company (a) a true, complete true and correct copy of a binding Note Purchase Agreement dated as of June 21, 2013 (the executed definitive “Note Purchase Agreement”) from the purchaser identified therein (the “Note Purchaser”), providing the terms and conditions upon which the Note Purchaser has agreed to purchase certain of Parent's Senior Second Amended Lien Notes (the “Notes Financing”) and Restated Interim Loan Agreement(b) a true and correct copy of a binding Incremental Facility Amendment, dated as of February 13July 3, 2013, by and among Bank Parent, certain of AmericaParent's Affiliates, N.A. the Lenders party thereto (the “Bank of America”)Incremental First-Lien Lenders” and, JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelytogether with the Note Purchaser, the “Financing CommitmentSources”)) and JPMorgan Chase Bank, pursuant to whichN.A., upon as Administrative Agent (the “Incremental First-Lien Agreement”) providing the terms and subject conditions upon which the Incremental First-Lien Lenders have agreed to provide incremental debt financing to Parent (the conditions set forth therein“Incremental First-Lien Financing” and, together with the lenders party thereto have committed to lend the amounts set forth therein (Notes Financing, the “Financing”) for the purpose of funding the transactions contemplated by this ). The Note Purchase Agreement and the Brewery Transaction. The Buyer Parties Incremental First-Lien Agreement have delivered to ABI truebeen duly authorized and executed by Parent and, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to knowledge of Parent, by the matters indicated therein)Note Purchaser and the Incremental First-Lien Lenders, respectively, are in full force and effect and are enforceable against the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, Parent 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 any of 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 enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights, ' rights generally and by legal principles of general applicability governing the availability of equitable principlesremedies (whether considered in a proceeding in equity or at law or under applicable legal codes). The obligations of the Note Purchaser and the Incremental First-Lien Lenders to fund the Notes Financing Commitment and the Incremental First-Lien Financing, respectively, under the Note Purchase Agreement and the Incremental First-Lien Agreement, respectively, are not subject to any condition which is not set forth expressly in full force and effect and has not been withdrawnthe Note Purchase Agreement or the Incremental First-Lien Agreement, rescinded or terminated or otherwise amended or modified in any respectrespectively, 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 Commitmentexecution, and assuming the accuracy of the representations and warranties set forth in Article 4 delivery and performance by ABI Parent thereunder, including the issuance of debt or equity contemplated thereby, do not require the Parent or its obligations under this Agreement and the Brewery SPAAffiliates to obtain any consent, as approval, waiver or authorization or other agreement from any third party. As of the date hereof, (i) no event has occurred which, with or without notice, lapse of time or both, both would reasonably be expected to constitute a breach, default or failure breach by Parent or, to satisfy the knowledge of Parent, by the Note Purchaser or the Incremental First-Lien Lenders, as applicable, under any term or condition precedent (including, representations, warranties, covenants and agreements) of the Note Purchase Agreement or the Incremental First-Lien Agreement, (ii) Parent does not have any reason to expect that the conditions included in the Note Purchase Agreement or the Incremental First-Lien Agreement will not be timely satisfied before the Closing or that the representations and warranties of the parties thereto will not continue to be true and correct as of the Closing Date (or the date on which all conditions set forth therein. As herein are satisfied) and (iii) there are no other agreements, side letters, or arrangements relating to the Note Purchase Agreement or the Incremental First-Lien Agreement that could affect the availability of the date hereof, no lender has notified CBI of its intention to terminate the Notes Financing Commitment or not to provide the Incremental First-Lien Financing. There are no conditions precedent Parent has fully paid any and all commitment fees or other contingencies related fees required to be paid by the funding Note Purchase Agreement or the Incremental First-Lien Agreement to be paid on or before the date of the full amount of the Financing, other than as expressly set forth in the Financing Commitmentthis Agreement. The aggregate proceeds available Parent and Merger Sub acknowledge and agree that, subject to be disbursed pursuant to the Financing CommitmentSection 9.3(b) and Section 10.8, together with available cash on hand and availability their respective obligations under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full any and all commitment other Transaction Agreements are not conditioned upon or other fees required affected by the funding or lack of funding under the Notes Financing Commitment or Incremental First-Lien Financing and that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on it is not a timely basis any conditions condition precedent to the funding of the full amount of the Financing, Closing that Parent or that the Financing will not be available to CBI on the Closing DateMerger Sub obtain financing.

Financial Ability. Each of (a) At the Closing, Buyer Parties acknowledges that its obligation will have or have immediately available to it, sufficient funds necessary to consummate the transactions contemplated by this Agreement Transactions and pay the Brewery Transaction is not Merger Consideration and will not be subject all other cash amounts payable pursuant to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence Article II. As of the GM Transaction Closing and, in the case date of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The , Buyer Parties have delivered to ABI a true, complete and correct copy of the has received an executed definitive Second Amended and Restated Interim Loan Agreementdebt commitment letter, dated as of February 13, 2013, among Bank the date of America, N.A. this Agreement (the “Bank of AmericaCommitment Letter”), from X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank N.A. Bank, N.A., Xxxxx Fargo Bank, N.A., and Xxxxx Fargo Securities, LLC (“JPMorgan”) and CBI (collectively, the “Financing CommitmentSources”), pursuant to whichwhich the Financing Sources have committed, upon subject to the terms and subject to the conditions set forth therein, to provide to Buyer the lenders party thereto have committed to lend the amounts amount of financing set forth therein (the “Financing”) ), for the purpose of funding financing the transactions contemplated by Transactions. A true and complete copy of the fully executed Commitment Letter as in effect on the date of this Agreement and has been provided to the Brewery TransactionCompany. The Buyer Parties have delivered to ABI true, complete and correct copies A redacted version of the each fee letter and engagement letters relating related to the Financing Commitment (redacted Letter as in effect on the date of this Agreement that contains any conditions to funding or “flex” provisions or other substantive provisions, and excludes only as those provisions related solely to fees and economic terms and other commercially sensitive numbers specified therein, has been provided to the matters indicated therein), Company. Buyer has fully paid any and all commitment fees or other fees required by the Financing Commitment has not been amended Letter to be paid on or modified prior to before the date of this Agreement. As of the date of this Agreement, the Commitment Letter is a legal, valid and binding obligation of Buyer and, to the Knowledge of Buyer, each other party thereto, and is in full force and effect, in each case except as of such enforceability may be limited by the date hereofBankruptcy Exception, the respective commitments contained in the Financing Commitment have has not been amended, modified, withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by Buyer. There are no agreements, side letters or arrangements to which CBI or any of 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 date of CBI andthis Agreement, to the Knowledge 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 to, or withdrawal, termination or rescission of, the Commitment Letter is contemplated. Neither CBI nor any The aggregate proceeds contemplated by the Commitment Letter will be sufficient, if funded, to pay the amounts to be paid by Buyer, Merger Sub and the Surviving Corporation under Section 2.2 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 Article 4 and performance by ABI of its obligations under this Agreement and to satisfy all of the Brewery SPAobligations of Buyer under this Agreement, including paying the Merger Consideration at Closing and paying all related fees and expenses. Except for the fee letters referred to in the Commitment Letter, as of the date hereofof this Agreement, there are no event has occurred whichside letters or other agreements, with contracts, arrangements or without noticeunderstandings related to the funding or investing, lapse as applicable of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent the Financing other than as expressly set forth thereinin the Commitment Letter. As of the date hereofof this Agreement, no lender has notified CBI to the knowledge of its intention to terminate the Financing Commitment or not to provide the Financing. There Buyer, there are no conditions precedent or other contingencies (i) related to the funding of the full amount of the Financing, other than as expressly Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Financing Commitment. The Commitment Letter or the aggregate proceeds available to be disbursed pursuant to contemplated by the Financing CommitmentCommitment Letter or (ii) that could otherwise adversely affect the conditionality, together with available cash on hand and enforceability or availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full Commitment Letter with respect to all or 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, the Buyer Parties have 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 portion of the Financing, or that in each case other than as set forth in the Financing will not be available to CBI on the Closing DateCommitment Letter.

Financial Ability. Each (a) As of the date of this Agreement, Buyer Parties has received an executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from the Guarantor, pursuant to which the Guarantor has committed to provide equity financing in an aggregate amount of $216,500,000, subject to terms and conditions set forth therein (the “Equity Financing”), which Equity Commitment Letter expressly provides that Seller is a third-party beneficiary thereto. A true and complete copy of the Equity Commitment Letter and the ABL Debt Commitment Letter has been previously provided to Seller. Buyer has fully paid any and all commitment fees or other fees required by such Equity Commitment Letter to be paid on or before the date hereof. The Equity Commitment Letter is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, in each case, except as limited by the application of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity, and is in full force and effect, and has not been amended, modified, withdrawn, terminated or rescinded in any respect. As of the date hereof, no amendment or modification to, or withdrawal, termination or rescission of, any Equity Commitment Letter is currently contemplated. Assuming the funding in full of the Equity Financing on the Closing Date, the accuracy of the representations and warranties of Seller set forth in Article III and the performance by Seller of its obligations under this Agreement, Buyer will have on the Closing Date sufficient funds to consummate the transactions contemplated by this Agreement. Buyer has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case, which would reasonably be expected to impair or adversely affect Buyer’s ability to use the Equity Financing to consummate the transactions contemplated by this Agreement. Buyer understands and acknowledges that its under the terms of this Agreement, Buyer’s obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be in any way contingent upon or otherwise subject to the receipt by Buyer’s consummation of any Buyer Party financing arrangements, Buyer’s obtaining of any financing or the consummation availability, grant, provision or extension of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreementfinancing to Buyer. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 there are no agreements, side letters or other legally binding agreements, contracts or arrangements to which CBI or any of its Affiliates is a party relating related to the Equity Financing other than as expressly set forth in the applicable Equity Commitment Letter between the parties thereto that could would reasonably be expected to adversely affect the availability of the FinancingEquity Financing to be funded on the Closing Date pursuant to the terms of the Equity Commitment Letter. The Equity Financing Commitment constitutes to be funded on the legally valid and binding obligation of CBI and, Closing Date is subject to the Knowledge of CBI, the no conditions precedent 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 than those set forth in the Financing CommitmentEquity Commitment Letter. As of the date hereof, and to the knowledge of Buyer, assuming the accuracy of the representations and warranties of Seller set forth in Article 4 III and the performance by ABI Seller of its obligations under this Agreement and the Brewery SPA, as in satisfaction of the date hereofconditions set forth in Section 8.02, Buyer (A) is not in material breach of the Equity Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, material default or failure to satisfy any condition precedent set forth therein. As material breach on the part 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA Equity Commitment Letter and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full (B) 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, the Buyer Parties have 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 availability of the full amount of Equity Financing would not be satisfied by the Financing, Closing Date or that the Equity Financing will would not be available to CBI Buyer on the Closing Date.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 Buyer has received an executed debt commitment letter dated the date hereofhereof (the “Debt Commitment Letter”) from Barclays Bank PLC and Xxxxxx Xxxxxxx Senior Funding, the respective commitments contained in the Financing Commitment have not been withdrawnInc., terminated or rescinded in any respect. There are no agreements, side letters or arrangements pursuant to which CBI or any of its Affiliates is a the lenders party relating thereto have committed, subject to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid terms and binding obligation of CBI andconditions set forth therein, to provide to Buyer the Knowledge amount 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 financing set forth in the Financing Commitment, Debt Commitment Letter (the “Debt Financing”) to complete the transactions contemplated hereby. A true and assuming the accuracy complete copy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement Debt Commitment Letter, including the fee letter and the Brewery SPA, 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 engagement letter related to the funding of Debt Commitment Letter (including all “market flex” terms and conditions to which the full Debt Commitment Letter is subject, but redacted to remove the amount of the fees, pricing caps and other economic terms set forth therein (none of which would adversely affect the amount (other than inclusion of any “original issue discount”) or availability of the Debt Financing) is attached hereto as Exhibit H and, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Debt Commitment Letter (and the related fee letter and engagement letter) attached hereto, there are no side letters or other agreements related to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Debt Financing. Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has fully paid in full any and all commitment fees or other fees required by the Financing Debt Commitment that are due as of Letter (and the related fee letter and engagement letter) to be paid on or before the date hereof. As of the date hereof, the Debt Commitment Letter is valid, binding and in full force and effect with respect to Buyer Parties have and, to the knowledge of Buyer, with respect to the other parties to the Debt Commitment Letter, and no reason event has occurred with respect to believe that CBI and Buyer or, to the knowledge of Buyer, with respect to any other party to the Debt Commitment Letter which (with or without notice, lapse of its applicable Affiliates will time or both) would, as of the date hereof, reasonably be unable expected to satisfy on constitute a timely basis failure of any condition under the Debt Commitment Letter. There are no conditions precedent related to the funding of the full amounts contemplated by the Debt Financing other than as set forth in the Debt Commitment Letter. Subject to the satisfaction of all conditions precedent related to the funding of the Debt Financing and assuming the accuracy of all representations and warranties of Seller, the aggregate proceeds contemplated by the Debt Commitment Letter, together with available cash of Buyer, will be sufficient for Buyer to complete the transactions contemplated by this Agreement to be completed at the Closing, and to satisfy all of the obligations of Buyer under this Agreement, including (i) paying the Purchase Price, (ii) effecting the repayment or refinancing of any Net Indebtedness of the Company Entities to the extent included in Estimated Net Indebtedness to be repaid or refinanced on the Closing Date in accordance with this Agreement and (iii) paying all of Buyer’s related fees and expenses. Neither the fee letter between Buyer and the lenders referred to in the Debt Commitment Letter nor any other Contract between any lender or other financing source, on the one hand, and Buyer or any of its Affiliates, on the other hand, contains provisions that could reduce the aggregate amount of the Financing, Debt Financing set forth in the Debt Commitment Letter or the aggregate proceeds contemplated by the Debt Commitment Letter such that the Financing will not representation and warranty in the immediately foregoing sentence is untrue (other than the conditions precedent expressly set forth in the Buyer Debt Documents). As of the date hereof, assuming the representations and warranties of Seller contained in this Agreement are true and correct in all material respects and the performance of all obligations and compliance with all covenants and agreements required by this Agreement to be available performed or complied with at or prior to CBI on the Closing Dateby Seller in all material respects, Buyer has no knowledge that any of the conditions to the Debt Financing required to be satisfied by it (including, for the avoidance of doubt, any conditions thereto contained in the Buyer Debt Documents) would not reasonably be expected to be satisfied at or prior to the Closing.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement Attached hereto as Annex D is a true and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. commitment letter from the banks named therein to Acquiror (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Debt Financing Commitment”), pursuant to whichwhich lenders party thereto have agreed to provide or cause to be provided $1,420,000,000, upon subject to 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 purposes of funding payment of the Merger Consideration and fees and expenses of Acquiror relating to the transactions contemplated by this Agreement (the “Debt Financing”). Attached hereto as Annex E is a true and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies copy of the fee executed equity commitment letter and engagement letters relating to (the “Equity Financing Commitment (redacted only as to Commitment” and, together with the matters indicated thereinDebt Financing Commitments, the “Financing Commitments”), the Financing Commitment has not been amended or modified prior to the date of this Agreementby and between Acquiror and Apollo Management VI, 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 L.P. (“Apollo”) pursuant to which CBI or any Apollo has committed that certain of its Affiliates is a party relating will provide equity financing in the amount of $480,000,000, subject to the Financing Commitment that could affect terms and conditions set forth therein, to purchase Common Stock of Acquiror (the availability of the “Equity Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI ” and, to together with the Knowledge of CBIDebt Financing, 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“Financing”). The Equity Financing Commitment Commitment, in the form so delivered, is in full force and effect and has not been withdrawnis a legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplatedbinding obligation of Acquiror and the other parties thereto. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the The Debt Financing Commitment, in the form so delivered, is a legal, valid and assuming binding obligation of Acquiror and, to the accuracy knowledge of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, Acquiror as of the date hereofof this Agreement, the other parties thereto. As of the date of this Agreement, 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 thereinresult in the Debt Financing not being available at Closing. As of the date hereofof this Agreement, 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 knowledge of the full amount of the FinancingAcquiror and Merger Sub, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI Acquiror 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, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it contained in the Financing Commitments. Acquiror has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Subject to its terms and conditions, the Financing, when funded in accordance with the Financing Commitments, will provide Acquiror with acquisition financing at the Effective Time of the Merger sufficient to consummate the Merger upon the terms contemplated by this Agreement and pay all related fees and expenses. There is no condition to the funding of the full amount of financing described in the Financing, or that Debt Financing Commitment other than the conditions precedent set forth in the Debt Financing will not be available to CBI on the Closing DateCommitment.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Purchaser has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13December 15, 20132011 among Xxxxxx Xxxxxxx Senior Funding, among Inc., Bank of America, N.A. N.A., WF Investment Holdings, LLC, Xxxxx Fargo Capital Finance, LLC and Purchaser (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery TransactionAgreement. The Buyer Parties have 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 Except for fee letters and engagement letter relating to the Financing Commitment (collectively, the “Fee Letters”), complete copies of which have been provided to the Company with only fee amounts and certain economic terms (none of which would adversely affect the amount (other than in respect of upfront fees) or availability of the Financing if so exercised by the lenders party thereto) redacted, as of the date hereof, there are no other agreements, side letters or arrangements to which CBI or any of its Affiliates Purchaser is a party relating to the Financing Commitment that could affect the availability of the Financing. The As of the date hereof, the Financing Commitment constitutes the legally valid and binding obligation of CBI Purchaser and, to the Knowledge of CBIthe Purchaser, 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 As of the date hereof, 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 Purchaser is not 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 Article 4 III and performance by ABI the Company of its obligations under this Agreement and the Brewery SPAAgreement, 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 Purchaser 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 FinancingFinancing (including any “flex” provisions), other than as expressly set forth in the Financing CommitmentCommitment and the Fee Letters. The Assuming the accuracy of the representations and warranties set forth in Section 3.03 and performance by the Company of its obligations under this Agreement, the aggregate proceeds available to be disbursed pursuant to the definitive agreements contemplated by the Financing Commitment, in the aggregate and together with the available cash, cash on hand equivalents and availability marketable securities of Purchaser and the Company, and available amounts under CBI’s existing credit facilityfacilities, will be sufficient for the Buyer Parties Purchaser to pay the Purchase Price hereunder and under the Brewery SPA Cash Consideration and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAhereby. As of the date hereof, CBI Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment Commitments that are due as of the date hereof. As of the date hereof, the Buyer Parties have 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 to the funding of the full amount of the Financing, or that the Financing will not be available to CBI Purchaser on the Closing Date.

Financial Ability. Each Purchaser has delivered to Seller true, correct and complete copies, as of the Buyer Parties acknowledges date of this Agreement, of (i) the executed Debt Commitment Letter and (ii) the executed Debt Fee Letter (redacted as to economic and flex terms only, none of which would materially adversely affect the amount or availability of the Bridge Financing). As of the date of this Agreement, neither Purchaser nor any of its Affiliates has entered into any side letters or other agreements or arrangements related to the Bridge Financing, other than as set forth in the Debt Commitment Letter and the Debt Fee Letter, which would impose conditions or other contingencies to or could affect the funding of the full amount of the Bridge Financing. As of the date of this Agreement, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Bridge Financing available to Purchaser and its Affiliates on the terms in the Debt Commitment Letter and the Debt Fee Letter. The Debt Commitment Letter and the Debt Fee Letter have not been amended or modified, except as permitted pursuant to Section 10.03. As of the date of this Agreement, the Debt Commitment Letter, in the form so delivered, is in full force and effect and is the legal, valid and binding obligation of Mallinckrodt International Finance S.A. (“MIFSA”), an Affiliate of Purchaser, and, to the knowledge of Purchaser, the other parties thereto, in each case except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. Purchaser or Purchaser’s ultimate parent has caused MIFSA to fully pay (or cause to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the terms of the Debt Commitment Letter and the Debt Fee Letter on or prior to the date of this Agreement. The net proceeds of the Bridge Financing, if funded in accordance with the Debt Commitment Letter, together with cash and cash equivalents available to Purchaser and its obligation Affiliates, including under its committed credit facilities, shall, in the aggregate, be sufficient to consummate the transactions contemplated by this Agreement and upon the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions terms contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy As of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, Purchaser has no reason to believe that MIFSA will be unable to satisfy any term or condition to be satisfied by it 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 a condition to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Bridge 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 contained in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as Debt Commitment Letter. As of the date hereofof this Agreement, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or breach or failure to satisfy a condition on the part of MIFSA (or to MIFSA’s knowledge, any condition precedent set forth thereinother party thereto) under the Debt Commitment Letter. As of the date hereof, no lender has notified CBI of Purchaser acknowledges and agrees that its intention to terminate the Financing Commitment or obligations hereunder are not to provide the Financing. There are no conditions precedent or other contingencies related subject to the funding receipt or availability 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full any and all commitment funds or other fees required financing by the Financing Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason to believe that CBI and Purchaser or any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to 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.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Parent has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a Company true, complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13the date hereof, 2013from the Debt Financing Sources and the executed fee letter (with only the amounts or fees, among Bank “pricing flex” and economic terms therein redacted (none of Americawhich redacted terms will affect the amount or availability of the financing contemplated thereby)) associated therewith (such commitment letter, N.A. (“Bank of America”)including all exhibits schedules, JPMorgan Chase Bank N.A. (“JPMorgan”) annexes, supplements, amendments and CBI (joinders thereto and the fee letter, including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the Debt Financing Sources party thereto have committed, upon on the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (including after giving effect to any “flex” provisions in the fee letter (including, for the avoidance of doubt, any Notes (as defined in such fee letter, the “Debt Financing”) for the purpose purposes of funding financing the Mergers and related fees and expenses. Parent will have at Closing, together with cash on hand at the Company, all funds necessary to (a) pay the aggregate Cash Consideration payable to holders of Common Stock and Equity Awards pursuant to and in accordance with the terms of this Agreement, (b) repay, redeem, purchase, defease or discharge on the Closing Date any indebtedness then-outstanding under the Existing Credit Facility (up to the amounts outstanding as of the date hereof or permitted to be incurred pursuant to the terms of the Agreement) (to the extent any such repayment, redemption, purchase, defeasance or discharge is required in connection with the consummation of the transactions contemplated by this Agreement Agreement) and (c) pay any fees and expenses or other amounts payable by Parent in connection with the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies consummation 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 transactions contemplated by this Agreement. As of the date of this Agreement, and, as of the date hereof, Debt Financing Commitments are in full force and effect and are 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 any of 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 obligations of CBI Parent and, to the Knowledge of CBIthe Parent, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rightsrights generally and general principles of equitable relief. As of the date of this Agreement, and by general equitable principles). The the Debt Financing Commitment is in full force and effect and has Commitments have not been withdrawn, rescinded or terminated amended or otherwise amended or modified in any respectrespect and to the Knowledge of Parent, 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as Commitments is contemplated (other than customary joinder agreements with respect to additional lenders). As of the date hereofof this Agreement, to the Knowledge of Parent, 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 any of Parent or the Merger Subs under the Debt Financing Commitments. As of the date of this Agreement, the commitment contained in the Debt Financing Commitments has not been terminated, reduced, withdrawn or rescinded in any respect and, to satisfy the Knowledge of Parent, no such termination, reduction, withdrawal or rescission is contemplated. Parent has paid in full any condition precedent set forth thereinand all commitment fees or other fees and amounts in connection with the Debt Financing Commitments that are payable on or prior to the date of this Agreement. 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 there are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Debt Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any “flex” provision, other than as expressly set forth in the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPACommitments. As of the date hereof, CBI has paid in full any of this Agreement and all commitment assuming satisfaction or other fees required waiver (to the extent permitted by the Financing Commitment that are due as law) of the date hereof. As of conditions to Parent’s and Merger Subs’ obligation to consummate the date hereofMergers, the Buyer Parties Parent does not have no any reason to believe that CBI and any of its applicable Affiliates the conditions to the Debt Financing will not be unable to satisfy satisfied by Parent on a timely basis any conditions to the funding of the full amount of the Financing, or that the Debt Financing will not be available to CBI on Parent at the Closing DateEffective Time.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Purchaser has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Company a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13December 15, 20132011 among Xxxxxx Xxxxxxx Senior Funding, among Inc., Bank of America, N.A. N.A., WF Investment Holdings, LLC, Xxxxx Fargo Capital Finance, LLC and Purchaser (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery TransactionAgreement. The Buyer Parties have 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 Except for fee letters and engagement letters relating to the Financing Commitment (collectively, the “Fee Letters”), complete copies of which have been provided to the Company with only fee amounts and certain economic terms (none of which would adversely affect the amount (other than in respect of upfront fees) or availability of the Financing if so exercised by the lenders party thereto) redacted, as of the date hereof, there are no other agreements, side letters or arrangements to which CBI or any of its Affiliates Purchaser is a party relating to the Financing Commitment that could affect the availability of the Financing. The As of the date hereof, the Financing Commitment constitutes the legally valid and binding obligation of CBI Purchaser and, to the Knowledge of CBIthe Purchaser, 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 As of the date hereof, 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 Purchaser is not 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 Article 4 III and performance by ABI the Company of its obligations under this Agreement and the Brewery SPAAgreement, 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 Purchaser 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 FinancingFinancing (including any “flex” provisions), other than as expressly set forth in the Financing CommitmentCommitment and the Fee Letters. The Assuming the accuracy of the representations and warranties set forth in Section 3.03 and performance by the Company of its obligations under this Agreement, the aggregate proceeds available to be disbursed pursuant to the definitive agreements contemplated by the Financing Commitment, in the aggregate and together with the available cash, cash on hand equivalents and availability marketable securities of Purchaser and the Company, and available amounts under CBI’s existing credit facilityfacilities, will be sufficient for the Buyer Parties Purchaser to pay the Purchase Price hereunder and under the Brewery SPA Cash Consideration and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAhereby. As of the date hereof, CBI Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment Commitments that are due as of the date hereof. As of the date hereof, the Buyer Parties have 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 to the funding of the full amount of the Financing, or that the Financing will not be available to CBI Purchaser on the Closing Date.

Financial Ability. Each The amount of funds contemplated to be provided pursuant to the Buyer Parties acknowledges that its obligation Commitment Letters (as defined below), together with cash on hand and other readily available sources of cash, will be sufficient, when funded, to consummate the transactions contemplated by this Agreement and to otherwise pay all of Parent’s and Merger Sub’s payment obligations under this Agreement, including payment of the Brewery Transaction is not payments pursuant to Article IV and will not be subject to the receipt by any Buyer Party of fees and expenses (including any financing costs), and to redeem (or pay the consummation Conversion Consideration (as defined in the Articles of any other transaction other than the occurrence Incorporation of the GM Transaction Closing and, in the case of the Brewery TransactionCompany) with respect to) all outstanding Preferred Shares (such amounts, the consummation of “Required Amount”). Parent has furnished the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a Company with true, correct and complete and correct copy of copies of: (i) the executed definitive Second Amended and Restated Interim Loan Agreementletter agreement, dated as of February 13, 2013the date hereof, among Bank of AmericaParent, N.A. Merger Sub, the Company, the Investor and the Sponsors attached hereto as Exhibit A (including all exhibits, schedules, annexes and amendments thereto, the “Bank of AmericaEquity Letter”), JPMorgan Chase Bank N.A. pursuant to which (x) each Sponsor and the Investor has committed, subject to the terms and conditions set forth therein, to invest in the Investor or Parent, as applicable, the cash amount set forth therein (the “JPMorganEquity Financing”) and CBI (y) each Sponsor has guaranteed, subject to the terms and conditions set forth therein, to the Company the due and punctual payment by Parent to the Company of such Sponsor’s Pro Rata Percentage of the Reverse Termination Fee in the event that the Reverse Termination Fee is required to be paid by Parent pursuant to Section 9.5(d); and (ii) the executed debt commitment letter, dated as of the date hereof between Parent and each of the lenders and commitment parties party thereto from time to time (collectively, the “Debt Financing CommitmentSources”) and each executed fee letter (subject to customary redactions with respect to fees, pricing caps and similar commercially sensitive economic terms, provided that such redacted information does not adversely affect the amount, availability or conditionality of the funding of the Debt Financing) and attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto, and each such fee letter, collectively, the “Debt Commitment Letter”, and together with the Equity Letter, the “Commitment Letters”), pursuant to whichwhich the Debt Financing Sources have committed, upon subject to 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 purposes of funding financing the transactions contemplated by this Agreement and (the Brewery Transaction“Debt Financing” and, together with the Equity Financing, the “Financing”). The Buyer Parties have delivered to ABI true, complete and correct copies None of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)Letters have been amended, the Financing Commitment has not been amended modified or modified supplemented prior to the date of this Agreement, andand no such amendment, modification or supplementation is contemplated or pending except to the extent permitted in Section 7.15. To the Knowledge of Parent, the respective commitments and/or guarantees contained in the Commitment Letters have not been withdrawn, rescinded, terminated or repudiated in any respect and no such withdrawal, rescission, termination or repudiation is contemplated. Except for customary fee credit letters and engagement letters with respect to the fees and related arrangements (in each case that do not contain any conditions precedent to the funding of the Debt Financing and do not adversely affect the amount, availability or conditionality of the funding of the Debt Financing) contemplated by the Debt Financing, as of the date hereofof this Agreement, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There there are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating other written Contracts related to the Financing Commitment that could affect the availability funding or investing, as applicable, of the Financing. The full amount of the Financing other than as expressly set forth in the Commitment constitutes the legally valid and binding obligation of CBI and, Letters delivered to the Knowledge of CBI, Company on or prior to 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)date hereof. 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 date of this Agreement, there are no conditions precedent related to the funding of the full amount of the Financing other than as expressly set forth in the Commitment Letters delivered to the Company on or prior to the date hereof. Assuming (i) the satisfaction of the conditions set forth in the Financing CommitmentSection 8.1 and Section 8.2, and assuming (ii) the accuracy in all material respects of the representations and warranties set forth in Article 4 Section 5.2(a), Section 5.3(e) and performance Section 5.5 and (iii) the completion of the Marketing Period, the aggregate proceeds contemplated by ABI the Commitment Letters will be sufficient when funded, together with cash on hand and other readily available sources of its obligations under this Agreement and cash, to pay the Brewery SPA, as Required Amount. As of the date hereof, no the Commitment Letters are in full force and effect. As of the date of this Agreement, the Commitment Letters are (i) legal, valid and binding obligations of Parent, Merger Sub and the Investor, as applicable, and to the knowledge of Parent, each of the other parties thereto and (ii) enforceable in accordance with their respective terms against Parent, Merger Sub and the Investor, as applicable, and to the knowledge of Parent, each of the other parties thereto subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, none of Parent, Merger Sub or the Investor is in breach of any of its covenants or other obligations set forth in, or is in default under the Commitment Letters, nor does Parent, Merger Sub or the Investor have Knowledge of any breach of the Commitment Letters by any of the other parties thereto, in each case in any respect that could reasonably be expected to prevent, delay, impair or adversely affect the ability of Parent to consummate the Closing. No event has occurred which, with or without notice, lapse of time or both, both would or would reasonably be expected to (x) constitute a breach, default or failure breach on the part of Parent, Merger Sub or the Investor or, to satisfy the Knowledge of Parent, any condition precedent set forth thereinother Person under any of the Commitment Letters or (y) otherwise result in any portion of the Financing not being available at or prior to Closing. As of the date hereofof this Agreement, no lender has notified CBI of its intention all commitment and other fees required to terminate be paid under the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related Letters prior 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPAdate hereof have been fully paid. As of the date hereofof this Agreement, CBI Parent 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, the Buyer Parties have no reason to believe (both before and after giving effect to any “market flex” provisions contained in the Commitment Letters): (i) 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 Financing contemplated by the Financing, or Commitment Letters will not be satisfied on a timely basis and (ii) that the Financing will not be made available to CBI Parent on or prior to the Closing Date. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent or Merger Sub obtains financing for or related to any of the transactions contemplated hereby.

Financial Ability. Each Buyer has delivered to Seller Parent true and complete copies of (i) an executed commitment letter dated as of the Buyer Parties acknowledges that its obligation date hereof (the “Commitment Letter” and, together with the redacted Fee Letters, as they may be amended, modified, replaced or substituted in accordance with Section 5.21 and together with all annexes, exhibits, schedules and other attachments thereto, the “Debt Financing Commitments”) pursuant to consummate which the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be Financing Sources have agreed, subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject conditions thereof, to provide or cause to be provided the conditions set forth therein, the lenders party thereto have committed to lend the debt amounts set forth therein (such amounts, the “Debt Financing”) for and (ii) the purpose redacted fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of funding which would adversely affect the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies amount or availability of the fee letter and engagement letters relating to Debt Financing) (the Financing Commitment (redacted only as to the matters indicated therein“Fee Letters”), the Financing Commitment has not been amended or modified prior to . As of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified. As of the date of this Agreement, none of the commitments contained in the Debt Financing Commitments have been withdrawn or rescinded and, to the knowledge of Buyer, no withdrawal or rescission thereof is contemplated as of the date hereofof this Agreement. As of the date of this Agreement, the respective commitments contained in the Debt Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Commitments are no agreements, side letters or arrangements to which CBI or any of 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 withdrawnconstitute the legal, rescinded or terminated or otherwise amended or modified in any respectvalid and binding obligation of Buyer and, and no such amendment or modification is contemplated. Neither CBI nor any to the knowledge of its Affiliates is in breach of any of Buyer, the terms or conditions set forth in other parties thereto (except to the Financing Commitment, and assuming extent that enforceability may be limited by the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 thereinRemedies Exception. As of the date hereofof this Agreement, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Debt Financing other than as expressly set forth in the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPACommitments. As of the date hereofof this Agreement no event has occurred that (with or without notice or lapse of time, CBI has paid in full or both) would constitute a breach or default under the Debt Financing Commitments by Buyer or, to the knowledge of Buyer, any and all commitment or other fees required by party to the Debt Financing Commitment that are due as of the date hereofCommitments. As of the date hereofof this Agreement, assuming the satisfaction of the conditions contained in Section 6.01 and Section 6.02, Buyer Parties have 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 term or condition to be satisfied by it and contained in the funding Debt Financing Commitments. Buyer has fully paid any and all commitment fees or other fees required by the terms of the full amount Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the Financingconditions contained in Section 6.01 and Section 6.02, Buyer will have, at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Purchase and Sale, including all amounts required to be paid at the Closing pursuant to Section 1.02, and to pay all related fees and expenses. In no event shall the receipt by, or that the Financing will not availability to, Buyer or any of its Affiliates of any funds or financing be available a condition to CBI on Buyer’s obligations to consummate the Closing Datetransactions contemplated hereunder.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Parent has delivered to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a Company true, complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13the date hereof, 2013from the Debt Financing Sources and the executed fee letter (with only the amounts or fees, among Bank of America“pricing flex” and economic terms therein redacted) associated therewith (such commitment letter, N.A. (“Bank of America”)including all exhibits schedules, JPMorgan Chase Bank N.A. (“JPMorgan”) annexes, supplements, amendments and CBI (joinders thereto and the fee letter, including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the Debt Financing Sources party thereto have committed, upon on the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Debt Financing”) for the purpose purposes of funding financing the transactions contemplated by this Agreement and related fees and expenses. Parent will have at Closing all funds necessary to (a) pay the Brewery Transaction. The Buyer Parties have delivered aggregate cash consideration payable to ABI trueholders of Common Stock, complete Options and correct copies of the fee letter and engagement letters relating Restricted Stock Awards pursuant 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(b) repay, redeem, purchase, defease or discharge on the Closing Date any then-outstanding Indebtedness for borrowed money of the Company and its Subsidiaries set forth on Section 4.11 of the Parent Disclosure Letter (up to the amounts outstanding as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated hereof or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 permitted to be disbursed incurred pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and Agreement) in connection with the Brewery SPA. As consummation of the date hereoftransactions contemplated by this Agreement (to the extent any such repayment, CBI has paid redemption, purchase, defeasance or discharge is required in full connection with the consummation of the transactions contemplated by this Agreement) and (c) pay any fees and all commitment expenses or other fees required amounts payable by Parent in connection with the Financing Commitment that are due as consummation of the date hereof. As of the date hereof, the Buyer Parties have 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 Datetransactions contemplated by this Agreement.

Financial Ability. Each As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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, Buyer has received and accepted (a) an executed equity financing letter dated the date hereof (the “Equity Financing Letter”) from Spectrum Equity Investors VI, L.P. (the “Sponsor”) to provide equity financing (the “Equity Financing”) in an aggregate amount of $47,000,000, subject to the terms and conditions set forth therein, (b) executed debt financing letter dated August 12, 2013 (the “Debt Financing Letter” and, together with the Equity Financing Letter, the “Financing Letters”) from JPMorgan Chase Bank, N.A. and SunTrust Bank (collectively, the “Lenders”), pursuant to which the Lenders have indicated their intent to use reasonable best efforts to structure and syndicate a debt financing (the “Debt Financing”) in an aggregate amount of $475,000,000, subject to the terms and conditions set forth therein. A true and complete copy of each Financing Letter has been previously provided to the Company. The Debt Financing Letter does not constitute a commitment by the Lenders to provide funds for the Debt Financing and, subsequent to the date hereof, Buyer and Acquisition Sub intend to use reasonable best efforts to enter into definitive agreements with respect to the Debt Financing with the Lenders or an alternative lender group at the discretion of Buyer and Acquisition Sub. Buyer has fully paid any and all commitment fees or fees required by such Financing Letters to be paid on or before the date hereof and will pay all additional fees as they become due. As of the date hereof, the respective commitments contained (a) each Financing Letter (i) is valid and in the Financing Commitment have full force and effect without amendment or modification, (ii) does not contain any material misrepresentation by Buyer and (iii) has not been withdrawn, terminated or rescinded in any respect. There are no agreements, side and the Financing Letters constitute all of the contracts and arrangements entered into between each of the Lenders, the Sponsor and/or their affiliates, on the one hand, and the Buyer and/or its affiliates, on the other hand, with respect to the Financing, other than fee letters or arrangements to which CBI or any of 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, fees with respect to the Knowledge Debt Financing contemplated pursuant to the Debt Financing Letters (complete copies of CBIwhich have been provided to the Company, with only fee amounts and pricing caps redacted) (collectively, the other parties thereto“Fee Letters”) and (b) no event has occurred which (with or without notice, enforceable in accordance with its terms (except as such enforceability may lapse of time or both) would reasonably be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws expected to constitute a breach on the part of general applicability relating to Buyer or affecting creditors’ rights, and by general equitable principles)Acquisition Sub under any Financing Letter or Fee Letter. 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAIn addition, as of the date of this Agreement, Buyer has received and accepted a letter (the “Company Equity Commitment”) from the Company by which the Company has agreed to cause SpinCo to invest $40,000,000 in Buyer at closing for preferred equity securities of ER having a nominal value of $45,000,000 (the “Company Investment”), and ER has agreed to accept such investment from SpinCo or to pay SpinCo $5,000,000 at Closing. The equity commitment and debt arrangements contemplated by the Financing Letters, the Company Investment and the definitive financing arrangements entered into after the date hereof with the Sponsor and the Lenders or an alternative lender group are collectively referred to herein as the “Financing”. The aggregate proceeds contemplated by the Financing Letters and the Company Investment together with available cash of Buyer and Acquisition Sub, will be sufficient for Acquisition Sub and the Surviving Corporation to complete the transactions contemplated by this Agreement, and to satisfy all of the obligations of Buyer and Acquisition Sub under this Agreement, including (i) paying the Aggregate Purchase Price at Closing, including effecting the repayment or refinancing of all Funded Debt of the Company as of the Closing Date and (ii) paying all related fees and expenses. Neither Buyer nor Acquisition Sub has incurred any obligation, commitment, restriction or liability of any kind, and neither of them is contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to cause the prior sentence to no longer be accurate. As of the date hereof, no neither Buyer nor Acquisition Sub (a) has any reason to believe that any of the conditions to the financing pursuant to the Financing Letters would not reasonably be expected to be satisfied or that the financing pursuant to the Financing Letters would not reasonably be expected to be available to Buyer and Acquisition Sub on the Closing Date and (b) is aware of any event that has occurred 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, no lender has notified CBI to the knowledge of its intention to terminate the Buyer, any other party thereto, under any of 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.

Financial Ability. Each of Parent, Buyer and Merger Sub will have at the Buyer Parties acknowledges that its obligation Closing cash on hand and undrawn amounts available under credit facilities necessary to consummate the transactions contemplated Transactions and apply the amounts required to be paid by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions as contemplated by this Agreement. The None of Parent, Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 or Merger Sub has not been amended incurred or modified will incur prior to the date Effective Time any obligation, commitment, restriction or liability of this Agreementany kind, andand is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to materially impair the ability of Parent, Buyer or Merger Sub to timely consummate the Transactions. Parent has delivered to the Company, as of the date hereof, true, complete and accurate copies of an executed commitment letter and an executed arranger fee letter (redacted in a manner reasonably acceptable to the arrangers party thereto), each dated the date hereof, among Parent, an indirect wholly owned subsidiary of Parent party thereto (“Finance Sub”) and the financial institutions party thereto, providing for the debt financing described therein (being collectively referred to as the “Financing”) (the “Financing Commitments”), it being understood that Parent hereby informs the Company of the confidential nature of the Financing Commitments. The Financing Commitments are in full force and effect as of the date hereof, and are legal, valid and binding obligations of Parent, Finance Sub, and, to the Knowledge of Parent, each of the other parties thereto. As of the date hereof, (a) no amendment or modification of the Financing Commitments has been made or is contemplated and (b) the respective commitments contained in the Financing Commitment Commitments have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters Parent or arrangements to which CBI Finance Sub has fully paid any and all commitment fees or any of its Affiliates is a party relating to other fees in connection with the Financing Commitment Commitments that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, are payable on or prior 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPACommitments. As of the date hereofof this Agreement, CBI no event has paid occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Finance Sub or, to the Knowledge of Parent, any other party thereto, under the Financing Commitments, provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in full any and all commitment Article III or other fees required breach by the Financing Commitment that are due as Company of the date hereofany of its covenants hereunder. As of the date hereofof this Agreement, the Buyer Parties Parent does not have no 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 on Parent or Finance Sub as of the Closing DateEffective Time, provided that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article III, or compliance by the Company with its covenants hereunder. As of the date of this Agreement, there are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing other than (1) as expressly set forth in the Financing Commitments, (2) any customary engagement letter(s) and/or non-disclosure agreements(s), and (3) any letter or other Contract that does not impact the conditionality, availability or aggregate amount of the Financing. For the avoidance of doubt, Parent’s and Buyer’s obligations under this Agreement are not subject to any conditions regarding Parent’s, Buyer’s, their Affiliates’ or any other Person’s ability to obtain financing, including the Financing, for the consummation of the Transactions.

Financial Ability. Each The Buyer has received binding commitment letters from (i) AmSouth Capital Corp. to provide a $60,000,000 Senior Secured Credit Facility (consisting of a $50,000,000 Senior Secured Revolving Facility and a $10,000,000 Senior Secured Term Loan Facility) and (ii) Ableco Finance LLC to provide a $50,000,000 Junior Secured Term Loan B Facility, true and correct copies of which commitment letters are attached as EXHIBIT Q-1 and EXHIBIT Q-2 (together, the "DEBT COMMITMENT LETTERS"). The Buyer has received a binding commitment letter from Lion to provide $1 million in equity financing, a true and correct copy of which is attached hereto as EXHIBIT R-1 and Olmec Holdings LLC ("HOLDCO") has received binding commitment letters or subscription agreements from Lion, ACI Capital Co., Inc. and certain other equity investors to provide an aggregate of not less than $30,000,000 in equity financing, true and correct copies of which are attached hereto as EXHIBIT R-2 (collectively, the "EQUITY COMMITMENT LETTERS" and, together with the Debt Commitment Letters, the "COMMITMENT LETTERS"). The Commitment Letters have not been modified or terminated and thus remain valid and in full force and effect in accordance with their terms as of the date of this Agreement. The Buyer Parties acknowledges is not aware of any facts or circumstances that, assuming the accuracy of the representations and warranties of the Seller contained in ARTICLE 6 hereof, as of the date hereof, would cause any of the conditions set forth in the Commitment Letters to not be satisfied and, assuming the accuracy of the representations and warranties of the Seller contained in ARTICLE 6 hereof, as of the date hereof, the Buyer knows of no facts or circumstances that its obligation cause it to believe the financings contemplated by the Commitment Letters will not be consummated substantially in accordance with the terms thereof. Assuming that the parties to the Commitment Letters make the proceeds of the financing contemplated by the Commitment Letters available to Holdco or the Buyer, as the case may be, the Buyer will have sufficient funds to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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 DateAncillary Agreements.

Financial Ability. Each (a) Concurrently with the execution of this Agreement, Buyer has delivered to Parent a true and complete copy of (i) the executed equity commitments letter, dated as of the date hereof, between Buyer Parties acknowledges that its obligation and the Sponsors, including all exhibits, schedules, annexes and amendments to consummate such letter in effect as of the date of this Agreement (the “Equity Commitment Letter”, a true, correct and complete copy of which is attached hereto as Exhibit K-1), pursuant to which the Sponsors have committed to provide, subject to the terms and conditions therein, cash in an amount up to the aggregate amount set forth therein for the purposes of financing the transactions contemplated by this Agreement and (the Brewery Transaction “Equity Financing”), which Equity Commitment Letter provides that Parent is not and will not be a third party beneficiary thereof solely for the purpose of obtaining specific performance of the Sponsors’ obligation to fund the Equity Financing solely for the purpose of paying a portion of the Purchase Price to the Parent on the Closing Date, subject to the receipt by terms and conditions hereunder and thereunder, and of Buyer’s right to cause the Equity Financing to be funded solely for the purpose of paying a portion of the Purchase Price to the Parent on the Closing Date, subject to the terms and conditions hereunder and thereunder, and for no other purpose (including any Buyer Party claim for monetary damages hereunder or thereunder), and (ii) the duly executed debt commitment letter (including all exhibits, annexes, schedules and term sheets thereto), dated on or prior to the date hereof (the “Debt Commitment Letter”, and together with the Equity Commitment Letter, the “Commitment Letters”) and any executed fee letters associated therewith (the “Fee Letters”, together with the Debt Commitment Letter, the “Debt Commitment Documentation”, a true, correct and complete copy of any which is attached hereto as Exhibit L, and together with the Equity Commitment Letter, the “Commitment Documentation”) (provided, that provisions in the Fee Letters related to fees or “flex” or other economic terms have been redacted (none of which redacted provisions could reasonably be expected to adversely affect the conditionality, availability, the aggregate amount of the debt financing or the consummation of any other transaction contemplated thereby (other than the occurrence of the GM Transaction Closing and, with regard to customary original issue discount which would not result in the case of the Brewery Transaction, insufficient funds for the consummation of the transactions Transactions) or delay the availability of such financing)) (the debt financing contemplated by thereby, hereafter and as amended or replaced from time to time in accordance with the provisions of this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing CommitmentDebt Financing”), pursuant to whichand together with the Equity Financing, 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 from the purpose of funding lenders party thereto (the transactions contemplated by this Agreement “Debt Financing Sources”, and together with the Brewery Transaction. The Buyer Parties Sponsor, the “Financing Sources”) pursuant to which the Debt Financing Sources have delivered to ABI truecommitted, complete and correct copies of the fee letter and engagement letters relating subject to the Financing Commitment (redacted only as to the matters indicated therein)terms and conditions thereof, 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 any of 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 Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 Debt 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 CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.

Financial Ability. Each (a) Buyer has received and furnished a copy to Seller of one or more debt commitment letters (together with all term sheets, exhibits, schedules, annexes, supplements and attachments thereto and, unless the Buyer Parties acknowledges that its obligation context otherwise requires, the fee letters executed in connection therewith, which shall be redacted to consummate the transactions contemplated by this Agreement remove solely fee amounts, economic provisions, and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction “market flex” provisions (other than any “structure flex” provisions or any provisions including any additional condition to funding under the occurrence of the GM Transaction Closing andDebt Commitment Letter with respect to such structure flex or otherwise) (as amended, supplemented or modified from time to time in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”compliance with Section 5.17(c) and CBI (collectively, the “Financing CommitmentDebt Commitment Letter”)), pursuant to whichwhich the applicable Debt Financing Sources have committed, upon the terms and subject to the conditions set forth thereinin the Debt Commitment Letter, the lenders party thereto have committed to lend the amounts set forth therein (collectively, the “Debt Financing”) for ). Neither the purpose Buyer nor any of funding its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Required Payment Amount or transactions contemplated by this Agreement and the Brewery TransactionAgreement. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only Except as to the matters indicated therein)permitted by Section 5.17, the Financing Debt Commitment Letter has not been amended amended, restated or otherwise modified prior to the date of this Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitment therein have not been withdrawn, terminated modified or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of 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 Financing Commitment constitutes the legally valid and binding obligation date of CBI and, to the Knowledge of CBIthis Agreement, 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 Debt Commitment Letter is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended or modified valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto in any respectaccordance with its terms, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of subject to the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 thereinRemedies Exception. As of the date hereof, no lender Buyer has notified CBI of its intention paid any and all fees which are due and payable prior to terminate the Financing date hereof under the Debt Commitment or not to provide the FinancingLetter. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing pursuant to the applicable Debt Commitment Letter, other than as expressly set forth in the applicable Debt Commitment Letter (including any additional condition to funding under the Debt Commitment Letter with respect to structure flex or otherwise). For the avoidance of doubt, Buyer acknowledges and agrees that the obtaining of the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant is not a condition to the Financing Commitment, together with available Closing and that Buyer has sufficient cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties or other sources of immediately available funds to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As enable it to make payment 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, the Buyer Parties have 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 DateRequired Payment Amount.

Financial Ability. Each The Purchaser: (a) at the Closing will have sufficient unrestricted internal funds (without giving effect to any unfunded financing regardless of whether any such financing is committed) available to pay the Buyer Parties acknowledges that its obligation to consummate Purchase Price and any fees or expenses incurred by the Purchaser in connection with the transactions contemplated by this Agreement hereby; (b) has, and at the Brewery Transaction is not and Closing will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transactionhave, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered resources and capabilities (financial or otherwise) 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. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 Brewery Transaction. The Buyer Parties have 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 any of 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 Article 4 and performance by ABI of perform its obligations under this Agreement and the Brewery SPAother Transaction Documents; and (c) has not incurred any obligation, commitment, restriction or liability of any kind that would materially impair or adversely affect such resources and capabilities. The Purchaser acknowledges and agrees that: (i) the Sellers and their respective Affiliates have no responsibility for any equity or debt financing that the Purchaser may raise in connection with the transactions contemplated hereby; (ii) it is not a condition to Closing under this Agreement, nor to the consummation of the transactions contemplated hereby, for the Purchaser to obtain any equity or debt financing; and (iii) the Purchaser does not have the right to terminate this Agreement for failure to obtain any equity or debt financing. Solvency. Assuming the representations and warranties of the Sellers contained in this Agreement are true and correct as qualified by the Sellers Disclosure Schedule to this Agreement (disregarding Material Adverse Effect and materiality qualifiers set forth therein) in all material respects, the Purchaser will not (a) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable Liability on its existing debts as they mature), (b) have unreasonably small capital with which to engage in its business, or (c) have incurred debts (and does not immediately plan to incur debt) beyond its ability to pay as they become due. Independent Investigation. (a) The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was performed by the Purchaser and its Representatives. The Purchaser acknowledges that it and its Representatives have been provided access to the personnel, properties, facilities and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied upon its own investigation, review and analysis and, except as otherwise provided in this Agreement, the other Transaction Documents and any certificate or other instrument delivered pursuant hereto or thereto, not on any statements, representations or opinions of the Sellers or any of their Representatives (except the specific representations and warranties of the Sellers set forth in Article IV, the other Transaction Documents or any certificate or other instrument delivered pursuant hereto and thereto). (b) The Purchaser hereby acknowledges and agrees that notwithstanding anything herein to the contrary (but subject to the last sentence of this Section 5.8(b)) (i) other than the specific representations and warranties made in Article IV, the other Transaction Documents or -79- ARTICLE VI ADDITIONAL AGREEMENTS Conduct of Business Prior to the Closing. From the date of this Agreement and until the earlier of the Closing Date (or, to the extent relating to, affecting or otherwise with respect to any Fiber Assets, the Fiber Transfer Date) and the date on which this Agreement is terminated pursuant to Section 11.1 (except (a) as set forth in Section 6.1 of the Sellers Disclosure Schedule, (b) as expressly required by this Agreement, the other Transaction Documents or applicable Law, (c) as the Purchaser shall otherwise consent to in writing (such consent not to be unreasonably withheld, delayed or conditioned) or (d) solely for purposes of the following clause (A), any COVID Action), (A) the Sellers shall, and shall cause their relevant Subsidiaries to (I) conduct the Business in the ordinary course of business consistent with past practice in all material respects; and (II) use commercially reasonable efforts to (x) preserve intact in all material respects the business organization of the Business, (y) keep available the services of the Business Employees and (z) maintain and preserve the relationships and goodwill with customers, suppliers and others having business dealings with the Business; and (B) the Sellers shall not, and shall cause their relevant Subsidiaries not to, to the extent relating to the Business: (i) permit or allow any of the Transferred Assets (whether tangible or intangible) to be subjected to any new Encumbrance, other than Permitted Encumbrances; (ii) change any method of accounting or accounting practice or policy used by the Sellers with respect to the Business as of the date hereof, no event has occurred whichother than such changes as are required by GAAP or a Governmental Authority; (iii) change in any material respect the policies or practices regarding accounts receivable or accounts payable or fail to manage working capital substantially in accordance with past practices; (iv) grant or announce any increase in, with or without noticeaccelerate the timing of payment or vesting of, lapse the salaries, bonus opportunities, equity incentives or other compensation or benefits payable or to become payable to any of time or boththe Business Employees, would reasonably be expected to constitute a breach, default or failure to satisfy other than (A) as required by Law; (B) as required by the terms of any condition precedent set forth therein. As of Labor Agreement as they exist on the date hereof, no lender has notified CBI ; (C) as required by the terms of its intention to terminate any Seller Benefit Plans and Union Benefit Plans as they exist on the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding date hereof; (D) for changes in welfare benefits of the full amount Sellers or any of their Subsidiaries in the ordinary course of business consistent with past practice that apply equally to all similarly situated employees of the FinancingSellers or any of their Subsidiaries, other than as expressly the case may be and that could not result in a material increase in cost for Purchaser; or (E) payments under the retention agreements set forth in Section 6.1(d)(iv) of the Financing Commitment. The aggregate proceeds available Sellers Disclosure Schedules to be disbursed pursuant paid by the Sellers to certain Business Employees on or around the Financing CommitmentClosing Date (which, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay avoidance of doubt, shall be the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms sole Liability of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.Sellers);

Financial Ability. Each of The Buyer understands that the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is Buyer’s obligations hereunder are not and will not be in any way contingent or otherwise subject to the receipt by any Buyer Party of any financing or (a) the consummation of any financing arrangements or obtaining the Financing or any other transaction other than financing or (b) the occurrence availability of the GM Transaction Closing and, in the case Financing or any other financing to Buyer or any of the Brewery Transaction, the consummation of the transactions contemplated by this Agreementits Affiliates. The Buyer Parties have has delivered to ABI the Seller’s Representative a true, complete and correct (and fully executed) copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) 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 a debt commitment letter (the “FinancingDebt Commitment Letter”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have 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, dated as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawnbetween Lender and Buyer, terminated or rescinded in any respect. There are no agreements, side letters or arrangements pursuant to which CBI Lender has committed to provide or any of its Affiliates is a party relating cause to be provided debt financing to Buyer in connection with 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 CBItransactions contemplated hereby (such debt financing, 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“Financing”). The Financing aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter is in full force and effect and has not been withdrawnsufficient to allow Buyer to consummate the transactions contemplated hereby, 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 including payment of the terms full Closing Cash Purchase Price and all other obligations of Buyer required to be satisfied at or conditions set forth in following the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, 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 thereinClosing. As of the date hereof, no lender has notified CBI the Debt Commitment Letter (together with the ancillary documents referenced therein or delivered to the Company) constitutes the only agreement entered into between Lender and/or its Affiliates and Buyer and/or its Affiliates with respect to the financing arrangements contemplated thereby. The Debt Commitment Letter is not subject to any contingency or condition of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies any kind whatsoever related to the funding of the full amount of the Financingfinancing contemplated by the Debt Commitment Letter (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as expressly set forth in the Financing CommitmentDebt Commitment Letter. The aggregate proceeds available Debt Commitment Letter is in full force and effect, constitutes the legal, valid and binding obligations of Buyer and, to be disbursed pursuant to Buyer’s Knowledge, the Financing Commitmentother parties thereto, together with available cash on hand and availability under CBI’s existing credit facilityhas not been modified or amended in any respect, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPArespective commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded. 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, the Neither Buyer Parties have no reason to believe that CBI and nor any of its applicable Affiliates is in breach of the Debt Commitment Letter, nor does Buyer or any of its Affiliates have Knowledge of any breach of the Debt Commitment Letter by any of the other parties thereto. To Buyer’s Knowledge, neither Buyer nor any other party to the Debt Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the funding obligations under the Debt Commitment Letter prior to the expiration thereof. Buyer has paid in full any and all commitment fees and/or other fees required to be paid on or prior to the date hereof under the terms of the full amount Debt Commitment Letter and will pay when due all other commitment fees and/or other fees required to be paid under the terms of the Financing, or that the Financing will not be available to CBI on the Closing DateDebt Commitment Letter.

Financial Ability. Each (a) As of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party date of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The , Buyer Parties have delivered to ABI a true, complete and correct copy of the has received (i) an executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13, 2013, among Bank of America, N.A. the date hereof (the “Bank of AmericaEquity Commitment Letter”), JPMorgan Chase Bank N.A. from Xxxxxxx, Dubilier & Rice Fund X, L.P. (“JPMorgan”) and CBI (collectively, the “Equity Financing CommitmentSource”), pursuant to which, upon which the terms and subject Equity Financing Source has committed to the conditions provide equity financing in an aggregate amount set forth therein, the lenders party thereto have committed subject to lend the amounts terms and conditions set forth therein (the “Equity Financing”), which Equity Commitment Letter expressly provides that Seller is a third-party beneficiary thereto and (ii) an executed debt commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto and as amended, supplemented, waived, modified, substituted or replaced from time to time after the date hereof in compliance with Section 5.22, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), from the lenders party thereto (the “Lenders”) and the arrangers party thereto, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide to Buyer the amount of debt financing set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”), in each case, solely for the purpose Financing Purposes. A true and complete copy of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of each Commitment Letter (other than the fee letter referred to in the Debt Commitment Letter (the “Fee Letter”), which is addressed below) has been provided to Seller on the date hereof. Buyer has fully paid, or caused to be paid, any and engagement letters relating all commitment fees or other fees required to be paid pursuant to the Financing terms of such Commitment (redacted only Letters or the Fee Letter, as applicable, on or before the date hereof and will pay, or cause to be paid, all additional fees required to be paid pursuant to the matters indicated therein)terms of such Commitment Letters or the Fee Letter, the Financing Commitment has not been amended or modified as applicable, prior to the date of this AgreementClosing Date, and, as when and to the extent they become due. As of the date hereof, each Commitment Letter is a legal, valid and binding obligation of Buyer, and with regards to the respective commitments contained Equity Commitment Letter, its Affiliates, and, to the knowledge of Buyer, the other parties thereto, in each case subject to (x) laws of general application relating to bankruptcy, insolvency and the Financing Commitment have relief of debtors and (y) rules of law governing specific performance, injunctive relief and other equitable remedies, and is in full force and effect, and has not been amended, modified, withdrawn, terminated or rescinded in any respect. There are no agreements, side letters ; provided that the existence or arrangements to which CBI or any exercise of its Affiliates is a party relating to “market flex” provisions in 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 Fee Letter shall not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such constitute an amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any to, or withdrawal, termination or rescission of the terms Debt Commitment Letter. No amendment or conditions set forth in the Financing Commitmentmodification to, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAor withdrawal, as of the date hereoftermination or rescission of, 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, Letter is currently contemplated (other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitmentany amendment, together with available cash on hand and availability under CBI’s existing credit facilitysupplement, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. 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, the Buyer Parties have 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.39