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Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect.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 The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated.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 (a) Assuming the satisfaction of the Buyer Parties acknowledges that its obligation conditions precedent to consummate the transactions contemplated by this Agreement Montage’s obligations hereunder and the Brewery Transaction is not and completion of the Marketing Period, Montage has no reason to believe that it will not be subject able to satisfy any term or condition of the receipt Transaction Financing (defined below) that is required to be satisfied by Montage as a condition to such Transaction Financing, or that the Transaction Financing will not be made available to Montage on the Closing Date. Assuming the Transaction Financing is funded in accordance with the Commitment Letter and the accuracy of the representation set forth in Section 3.2 in all material respects, the aggregate net proceeds contemplated by the Commitment Letter, together with the cash of Montage and its Subsidiaries, will be an amount sufficient for the satisfaction of Montage’s cash payment obligations under this Agreement on the Closing Date (including payment of the Cash Consideration, all indebtedness of Marigold and the Marigold Sharing Companies and Montage and the Montage Sharing Companies expected to be required or contemplated to be repaid as a condition of the Transaction Financing (the “Retired Debt”) and any Buyer Party fees and expenses of, or payable by, each of any financing Marigold and Montage in connection with the Merger 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 Financing). (b) Montage has delivered to ABI Marigold a true, complete and correct copy of an executed commitment letter and fee letter (with only the executed definitive Second Amended fee amount, the “Securities Demand”, economic flex 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”certain other economic terms redacted in a customary matter) and CBI (collectively, the “Commitment Letter”) from the financial institutions identified therein (together with their respective Affiliates and their respective officers, employees, directors, equityholders, partners, controlling parties, advisors, agents and representatives and their successors and assigns, the “Financing CommitmentSources”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto Financing Sources have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein (the “Transaction Financing”). (c) Other than as expressly set forth in the Commitment Letter, there are no other agreements, side letters, arrangements or understandings (except for customary fee credit letters and engagement letters, in each case associated with the purpose Transaction Financing, each of funding which does not (i) impair the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies enforceability of the fee letter and engagement letters Commitment Letter, (ii) reduce the aggregate amount of the Transaction Financing or (iii) impose new or additional (or adversely expands, modifies or amends any of the existing) conditions precedent to the Transaction Financing relating to the Financing Commitment financing of the cash amounts needed to be paid in connection with the Merger (redacted only as including all fees and expenses required to be paid in connection with the Transaction Financing). There are no conditions precedent or other contingencies related to the matters indicated therein)funding of the full amount of the Transaction Financing, except as set forth in the Financing Commitment has not been amended or modified prior Letter in the form so delivered to Marigold as of the date of this Agreement, and, as hereof. (d) As of the date hereof, the respective commitments contained Commitment Letter in the Financing Commitment have not been withdrawn, terminated or rescinded form so delivered to Marigold is 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 full force and effect and represents the legally valid and binding obligation of CBI Montage and the Montage Subsidiaries, as applicable, and, to the Knowledge of CBIMontage, each of 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 laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing As of the date hereof, the Commitment is in full force and effect and Letter has not been withdrawn, rescinded or terminated or otherwise amended amended, restated, modified or modified waived in any respect, . Montage and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is the Montage Subsidiaries are not in breach of any of the terms or conditions set forth in the Financing CommitmentCommitment Letter. All fees required to be paid under the Commitment Letter have been paid in full or, if not yet due, will be duly paid in full when due. (e) Montage acknowledges and assuming agrees that the accuracy obtaining of financing is not a condition to Closing. For the avoidance of doubt, if any financing contemplated to be obtained by Montage in connection with the Merger has not been obtained prior to Closing, Montage and Merger Sub shall continue to be obligated, subject to the fulfillment or waiver of the representations and warranties conditions set forth in Article 4 Section 7.1 and performance Section 7.2, to consummate the Merger and the other transactions contemplated by ABI of its obligations under this Agreement and at 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 Closing 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 DateAgreement.

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 (a) Fred’s has received and accepted an executed revolver loan commitment letter (the “Revolver Loan Debt Commitment Letter”) and a term loan commitment letter (the “Term Loan Debt Commitment Letter”, and together with the Revolver Loan Debt Commitment Letter, the “Debt Commitment Letters”), each dated as of the Buyer Parties acknowledges that its obligation date hereof from the lenders party thereto (collectively, with their respective successors or assigns, the “Lenders”) relating to the commitment of the Lenders to provide the full amount of the debt financing required to consummate the transactions contemplated by this Agreement the Transaction Agreements on the terms contemplated thereby, and the Brewery Transaction is not in each case to pay related fees and will not be subject expenses. The debt financing required 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 consummate the transactions contemplated by the Transaction Agreements and to pay related fees and expenses is collectively referred to in this Agreement. The Buyer Parties have Agreement as the “Debt Financing.” Fred’s has delivered to ABI a true, Parent true and complete copies of each Debt Commitment Letter and correct copy true and complete copies 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 any fee letter (collectively, the “Fee Letter”) (with only the fee amounts, the “flex” provisions and pricing caps (none of which individually or in the aggregate would reduce the amount of the Debt Financing Commitment”)or adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur) redacted) relating to the Debt Commitment Letters and any engagement letters or other agreements relating to the Debt Financing. (b) Except as set forth in the Debt Commitment Letters, pursuant there are no conditions precedent to which, upon the obligations of the Lenders and the Debt Financing to provide the Debt Financing or any contingencies that would permit the Lenders or the Debt Financing to reduce the total amount of the Debt Financing. (c) Subject to its terms and subject to the conditions set forth thereinconditions, the lenders party thereto have committed Debt Financing, when funded in accordance with the Debt Commitment Letters, will provide Fred’s with acquisition financing on each of the Closing Date, each Subsequent Closing Date and the Distribution Center Closing Date, in each case sufficient to lend the amounts set forth therein (the “Financing”) for the purpose of funding consummate the transactions contemplated by this Agreement the Transaction Agreements on the terms contemplated thereby and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete pay all related fees and correct copies expenses. (d) As of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as each of the date hereofDebt Commitment Letters is valid, 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 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 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 whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute a breach, default or breach or an incurable failure to satisfy any a condition precedent set forth thereinon the part of Buyer under the terms and conditions of such Debt Commitment Letter, other than any such default, breach or failure that has been waived by the Lenders or otherwise cured in a timely manner by Buyer to the satisfaction of the Lenders. 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 hereofAgreement, CBI Buyer has paid in full any and all commitment fees or other fees required by to be paid pursuant to the Financing terms of each Debt Commitment that are due as of Letter on or before the date hereofof this Agreement. As There are no side letters or other Contracts or arrangements (except for any fee letters, engagement letters with respect to the Debt Financing and any other agreements, each of which has been delivered to Parent) relating to the date hereofDebt Financing. Assuming the performance in all material respects by Seller and Parent of its obligations under this Agreement, the Buyer Parties have has no reason to believe that CBI and it or any of its applicable Affiliates will Lender would be unable to satisfy on a timely basis any conditions to the funding term or condition of the full amount Debt Financing required to be satisfied by it. Buyer has fully paid any and all commitment fees or other fees required by the Debt Financing to be paid on or before the date of the Financing, or that the Financing will not be available to CBI on the Closing Datethis Agreement.

Financial Ability. Each (a) Assuming the satisfaction of the Buyer Parties acknowledges that its obligation conditions precedent to consummate the transactions contemplated by this Agreement Parent’s obligations hereunder and the Brewery Transaction is not and completion of the Marketing Period, Parent has no reason to believe that it will not be subject able to satisfy any term or condition of the Transaction Financing (defined below) that is required to be satisfied by Parent as a condition to such Transaction Financing, or that the Transaction Financing will not be made available to Parent on the Closing Date. Assuming the Transaction Financing is funded in accordance with the Debt Commitment Letter and the Equity Commitment Letter, the aggregate net proceeds contemplated by the Debt Commitment Letter and Equity Commitment Letter, together with the cash of Parent and its Subsidiaries, will be an amount sufficient for the satisfaction of Parent’s cash payment obligations under this Agreement on the Closing Date (including payment of the Offer Consideration, the Merger Consideration, all indebtedness of the Company and Parent expected to be required to be repaid or contemplated to be repaid as a condition of the Transaction Financing (the “Retired Debt”) and any fees and expenses of, or payable by, Parent, Purchaser or the Company in connection with the Offer or the Merger or the Transaction Financing). (b) 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 (i) an executed commitment letter and fee letters (as redacted in a customary manner to remove the executed definitive Second Amended fee amounts, pricing caps, the rates and Restated Interim Loan Agreementamounts included in the “market flex” and certain other terms (none of which could reasonably be expected to adversely affect the conditionality, dated as enforceability, termination or aggregate principal amount of February 13, 2013, among Bank of America, N.A. (“Bank of America”the Transaction Debt Financing), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Debt Commitment Letter”) from the financial institutions identified therein (together with their respective Affiliates and their respective officers, employees, directors, equityholders, partners, controlling parties, advisors, agents and Representatives, any substitute, replacement or alternative financial institution permitted by Section 8.11(a), and in each case their respective successors and assigns, the “Debt Financing CommitmentSources”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto Debt Financing Sources have committed to lend or invest the amounts set forth therein (on the “Financing”) terms and subject to the conditions set forth therein for the purpose of funding financing the transactions contemplated by this Agreement (the “Transaction Debt Financing”), and (ii) an executed commitment letter and fee letter (as redacted in a customary manner to remove the Brewery Transaction. The Buyer Parties have delivered fee amounts and certain other terms (none of which could reasonably be expected to ABI trueadversely affect the conditionality, complete and correct copies enforceability, termination or aggregate amount of the fee letter Transaction Financing to be made available thereunder) (collectively, the “Equity Commitment Letter” and engagement letters relating collectively with the Debt Commitment Letter, the “Commitment Letters”)) from Xxxx Equity Development LLC (together with their respective Affiliates and their respective officers, employees, directors, equityholders, partners, controlling parties, advisors, agents and Representatives, any substitute, replacement or alternative financial institution permitted by Section 8.11(a), and their respective successors and assigns, the “Equity Financing Sources” and collectively with the Debt Financing Sources, the “Financing Sources”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Equity Financing Commitment (redacted only as Sources have committed to purchase securities issued by Parent in the amounts set forth therein on the terms and subject to the matters indicated therein)conditions set forth therein for the purpose of financing the transactions contemplated by this Agreement (the “Transaction Equity Financing” and collectively with the Transaction Debt Financing, the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, “Transaction Financing”). (c) Other than 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 expressly set forth in the Financing CommitmentDebt Commitment Letter and the Equity Commitment Letter, and assuming there are no other agreements, side letters, arrangements or understandings, in each case associated with the accuracy Transaction Financing, which would (i) impair the enforceability of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and Debt Commitment Letter or Equity Commitment Letter, (ii) reduce the Brewery SPA, as aggregate amount of the date hereofTransaction Financing or (iii) impose new or additional (or adversely expand, no event has occurred which, with modify or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy amend any condition precedent set forth therein. As of the date hereof, no lender has notified CBI existing) conditions precedent to the Transaction Financing relating to the financing of its intention the cash amounts needed to terminate be paid in connection with the Financing Commitment Offer or not the Merger (including all fees and expenses required to provide be paid in connection with the Transaction Financing). There are no conditions precedent or other contingencies related to the funding of the full amount of the Transaction Financing, other than except as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Debt Commitment Letter and Equity Commitment Letter in the form so delivered to the Financing CommitmentCompany as of the date hereof. (d) As of the date hereof, together with available cash on hand each of the Debt Commitment Letter and availability under CBIEquity Commitment Letter in the form so delivered to the Company is in full force and effect and represents the legally valid and binding obligation of Parent and Parent’s existing credit facilitySubsidiaries, will be sufficient for as applicable, and, to the Buyer Parties to pay Knowledge of Parent, each of the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby other parties thereto, enforceable in accordance with its terms, subject to the terms of this Agreement and the Brewery SPAEnforceability Exceptions. As of the date hereof, CBI has neither the Debt Commitment Letter nor the Equity Commitment Letter have been withdrawn, rescinded or terminated or otherwise amended, restated, modified or waived in any respect (other than amendments, modifications, substitutions or replacements as permitted by Section 8.11). Parent and Parent’s Subsidiaries are not in breach of any of the terms or conditions set forth in the Debt Commitment Letter or the Equity Commitment Letter. All fees required to be paid under the Debt Commitment Letter and Equity Commitment Letter have been paid in full or, if not yet due, will be duly paid in full when due. (e) Parent acknowledges and agrees that the obtaining of financing is not a condition to the Closing. For the avoidance of doubt, if any financing contemplated to be obtained by Parent in connection with the Merger has not been obtained prior to the Closing, Parent and all commitment Purchaser shall continue to be obligated, subject to the fulfillment or other fees required by the Financing Commitment that are due as waiver 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 Offer set forth in Annex A and the full amount of conditions in Section 9.1 to consummate the Financing, or that Merger and the Financing will not be available to CBI on other transactions contemplated by this Agreement at the Closing Datein accordance with this Agreement.

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 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, 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 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 and Restated Interim Loan Agreementcommitment letters, dated as of February 13May 23, 20132015, among Bank and the executed fee letters related thereto dated as of AmericaMay 23, N.A. 2015 (“Bank in the case of America”)such fee letters, JPMorgan Chase Bank N.A. with only fee amounts and certain economic terms (“JPMorgan”none of which would adversely affect the aggregate amount (other than in respect of upfront fees) or availability of the Debt Financing if so exercised by the lenders party thereto) redacted) (in each case, as the same may be amended or replaced in accordance with Section 8.12, and CBI (collectivelyincluding all exhibits, schedules and annexes attached to any of the foregoing, the “Debt Commitment Letter”) from the Financing Commitment”)Sources party thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto Financing Sources have committed to lend provide the amounts set forth amount of debt financing stated therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and (collectively, the Brewery Transaction. The Buyer Parties have delivered “Debt Financing”). (a) Subject to ABI true, complete and correct copies the satisfaction of the conditions set forth in Section 9.01 and Section 9.02, as of the Closing Date, Parent or New Charter shall have, or have available to either of them, sufficient funds to pay the Company Cash Consideration, to pay all other cash amounts payable to the holders of shares of Company Stock upon consummation of the First Company Merger in accordance with the terms hereof and to pay all fees and expenses in connection with the transactions contemplated hereby (the “Required Payment Amount”). (b) Other than as expressly set forth in the Debt Commitment Letter, there are no other agreements, side letters, arrangements or understandings (except for customary fee letter credit letters and engagement letters letters, in each case associated with the Debt Financing, each of which does not (i) impair the enforceability of the Debt Commitment Letter, (ii) reduce the aggregate amount of the Debt Financing, (iii) impose new or additional conditions precedent to the Debt Financing or (iv) otherwise adversely expand, amend or modify any of the conditions precedent to the Debt Financing) relating to the Financing Commitment (redacted only as financing of the Required Payment Amount. There are no conditions precedent or other contingencies related to the matters indicated therein)funding of the full amount of the Debt Financing, except as set forth in the Financing Debt Commitment has not been amended or modified prior Letter in the form so delivered to the date of this Agreement, and, Company as of the date hereof, the respective commitments contained . (c) The Debt Commitment Letter 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 form so delivered to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes Company is in full force and effect and represents the legally valid and binding obligation of CBI Parent and, to the Knowledge knowledge of CBIParent, each of 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 laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing As of the date hereof, the Debt Commitment is in full force and effect and Letter has not been withdrawn, rescinded or terminated or otherwise amended amended, restated, modified or modified waived in any respect, and no such amendment withdrawal, rescission, termination, amendment, restatement, modification or modification waiver is contemplated. Neither CBI nor any of its Affiliates Parent 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 and performance by ABI of its obligations under this Agreement and the Brewery SPADebt Commitment Letter and, as of the date hereofhereof and to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender Financing Source has notified CBI Parent of its intention to terminate the Financing Debt Commitment Letter 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 Parent has paid in full any and all commitment or other fees required by the Financing Commitment or other amounts that are due as of required to be paid in connection with the Debt Financing on or 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 (a) Set forth in Section 6.06(a) 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 Disclosure Schedule are true and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letters (each, a “Commitment Letter”), dated as of February 13, 2013the date hereof, among Bank Buyer, Buyer Parent and each of America, N.A. (“Bank the Persons listed in Section 6.06(a)(i) of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI the Buyer Disclosure Schedule (collectively, the “Financing CommitmentInvestors”), pursuant to which, upon the terms and subject to the conditions set forth therein, each Investor has committed, subject only to the lenders party thereto have committed terms thereof, to lend invest in Buyer Parent, and to take all actions within such Investor’s power to cause Buyer Parent to invest in Buyer, in cash the amounts set forth therein with respect to such Investor on or before the date on which the Closing is required to occur pursuant to Section 3.01 (collectively, the “FinancingCommitments”). (b) The aggregate net proceeds from the Commitments, assuming they are funded when required in accordance with Commitment Letters, as applicable, will be sufficient to fund all of the amounts required to be provided by Buyer on the Closing Date for the purpose consummation of funding the transactions contemplated by this Agreement and the Brewery Transactionother Transaction Agreements, including the payment of the Purchase Price (assuming the Pre-Closing Dividend Amount is equal to the Minimum Pre-Closing Dividend Amount) and the payment of all costs and expenses accrued by Buyer through the Closing Date in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including all liabilities or obligations incurred under Section 8.17(e). (c) Each of Buyer and Buyer Parent has the requisite power and authority to execute, deliver and perform the Commitment Letters to which it is a party. The execution and delivery by each of Buyer, Buyer Parties have delivered to ABI true, complete Parent and correct copies each Investor of the fee letter Commitment Letters to which it is a party, the consummation of the Commitment and engagement letters relating the issuance of the Rollover Equity, and the performance by Buyer, Buyer Parent and each such Investor of its obligations under the applicable Commitment Letters in accordance with the terms thereof has been duly authorized by all requisite action on the part of Buyer, Buyer Parent and, to the Financing Knowledge of Buyer, each such Investor and the execution and delivery of the Commitment Letters by Buyer, Buyer Parent and each such Investor does not and will not (redacted only as i) violate or conflict with the organizational documents of Buyer, Buyer Parent or Buyer Parent GP or with any Law or other Governmental Order applicable to Buyer, Buyer Parent, Buyer Parent GP or, to the matters indicated therein)Knowledge of Buyer, any such Investor or by which any of the Financing Commitment has not been amended properties or modified prior assets of Buyer, Buyer Parent or Buyer Parent GP or, to the date Knowledge of this AgreementBuyer, andany such Investor is bound or subject or (ii) result in any breach of, as or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration, impairment, alteration or cancellation of, or result in the creation of any Lien (other than Permitted Liens) on any of the assets, rights or properties of Buyer, Buyer Parent, Buyer Parent GP or, to the Knowledge of Buyer, any such Investor pursuant to any material note, bond, mortgage, indenture or contract which Buyer, Buyer Parent, Buyer Parent GP or, to the Knowledge of Buyer, any such Investor is a party or by which any of such assets or properties is bound. As of the date hereof, the respective commitments contained Commitment Letters are in the Financing Commitment full force and effect and have not been withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or contemplated to be amended, supplemented or modified) 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 hereof, the Commitment constitutes the legally Letters are each a legal, valid and binding obligation of CBI andBuyer, Buyer Parent and to the Knowledge of CBIBuyer, the other parties each respective Investor signatory thereto, enforceable against such parties in accordance with its terms (except as such enforceability may be limited by their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, reorganization, moratorium and other conveyance or similar Laws of general applicability relating to or affecting creditors’ rightsrights generally and subject, and by as to enforceability, to the effect of general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Financing Commitment is in full force and effect and has not been withdrawnThere are no side letters or other contracts or arrangements relating to the Commitments (other than agreements expressly contemplated by the Commitments, rescinded none of which would adversely affect the amount 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 availability of the terms financing or the 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 to funding). 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 breach on the part of Buyer, Buyer Parent or, to the Knowledge of Buyer, any Investor under any term, or a failure of any condition, of the Commitment Letters or otherwise result in any portion of the Commitment contemplated thereby being unavailable on the date on which the Closing is required to satisfy any condition precedent set forth thereinoccur pursuant to Section 3.01. As of the date hereof, assuming the conditions set forth in Section 11.02 are satisfied at or before Closing, each of Buyer, Buyer Parent and Buyer Parent GP has no lender has notified CBI reason to believe that Buyer, Buyer Parent or any Investor would be unable to satisfy on a timely basis any term or condition of its intention the Commitment Letters required to terminate the Financing Commitment be satisfied by Buyer, Buyer Parent or not to provide the Financingany Investor. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Commitment 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 Commitment Letters. (d) Concurrently with the terms execution of this Agreement and Agreement, Buyer has delivered to Seller the Brewery SPALimited Guarantees. As of the date hereof, CBI has paid each of the Limited Guarantees is a legal, valid and binding obligation of the Guarantor party thereto, is in full force and effect, and is enforceable in accordance with its terms against such Guarantor, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and all commitment subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or other fees required by the Financing Commitment that are due as at law), and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term, or a failure of any condition, of such Limited Guarantee or otherwise result in any portion of the date hereofLimited Guarantee being unavailable. As Subject to the terms and conditions set forth herein and therein, the Limited Guarantees guarantee payment (up to the amount set forth in each such Limited Guarantee) of (i) the Termination Fee and the Recovery Costs and (ii) any amounts for which Buyer is required to indemnify or reimburse Seller and its Affiliates upon or following termination of this Agreement pursuant to Section 7.03(d), Section 7.14 or Section 8.17(e) (and collectively the Limited Guarantees guarantee payment of the date hereofentirety of such amounts referred to in clauses (i) and (ii)). (e) Assuming the accuracy of the representations and warranties of Seller in Section 5.03, 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 immediately after giving effect to the funding transactions contemplated by this Agreement, including the financing contemplated by this Section 6.06, each of Buyer, Buyer Parent, Buyer Parent GP and each of their respective subsidiaries (including the Acquired Companies): (i) shall be able to pay its debts as they become due, (ii) shall own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the full amount of all contingent liabilities) and (iii) shall have adequate capital to carry on its businesses. No transfer of property is being made and no obligation is being incurred in connection with the Financingtransactions contemplated by this Agreement with the intent to hinder, delay or that defraud either present or future creditors of Buyer, Buyer Parent, Buyer Parent GP or their respective subsidiaries (including the Financing will not be available to CBI on the Closing DateAcquired Companies).

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 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 (a) Assuming the satisfaction of the Buyer Parties acknowledges that its obligation conditions precedent to consummate the transactions contemplated by this Agreement Montage’s obligations hereunder and the Brewery Transaction is not and completion of the Marketing Period, Montage has no reason to believe that it will not be subject able to satisfy any term or condition of the receipt Transaction Financing (defined below) that is required to be satisfied by Montage as a condition to such Transaction Financing, or that the Transaction Financing will not be made available to Montage on the Closing Date. Assuming the Transaction Financing is funded in accordance with the Commitment Letter, the aggregate net proceeds contemplated by the Commitment Letter, together with the cash of Montage and its Subsidiaries, will be an amount sufficient for the satisfaction of Montage’s cash payment obligations under this Agreement on the Closing Date (including payment of the Cash Consideration, all indebtedness of Marigold and Montage expected to be required or contemplated to be repaid as a condition of the Transaction Financing (the “Retired Debt”) and any Buyer Party of any financing fees and expenses of, or payable by, Montage or New Holdco in connection with the Merger 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 Financing). (b) Montage has delivered to ABI Marigold a true, complete and correct copy of the an executed definitive Second Amended commitment letter 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 fee letters (collectively, the “Commitment Letter”) from the financial institutions identified therein (together with their respective Affiliates and their respective officers, employees, directors, equityholders, partners, controlling parties, advisors, agents and representatives and their successors and assigns, the “Financing CommitmentSources”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto Financing Sources have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein (the “Transaction Financing”). (c) Other than as expressly set forth in the Commitment Letter, there are no other agreements, side letters, arrangements or understandings (except for customary fee credit letters and engagement letters, in each case associated with the purpose Transaction Financing, each of funding which does not (i) impair the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies enforceability of the fee letter and engagement letters Commitment Letter, (ii) reduce the aggregate amount of the Transaction Financing or (iii) impose new or additional (or adversely expands, modifies or amends any of the existing) conditions precedent to the Transaction Financing relating to the Financing Commitment financing of the cash amounts needed to be paid in connection with the Mergers (redacted only as including all fees and expenses required to be paid in connection with the Transaction Financing). There are no conditions precedent or other contingencies related to the matters indicated therein)funding of the full amount of the Transaction Financing, except as set forth in the Financing Commitment has not been amended or modified prior Letter in the form so delivered to Marigold as of the date of this Agreement, and, as hereof. (d) As of the date hereof, the respective commitments contained Commitment Letter in the Financing Commitment have not been withdrawn, terminated or rescinded form so delivered to Marigold is 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 full force and effect and represents the legally valid and binding obligation of CBI Montage and the Montage Subsidiaries, as applicable, and, to the Knowledge of CBIMontage, each of 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 laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing As of the date hereof, the Commitment is in full force and effect and Letter has not been withdrawn, rescinded or terminated or otherwise amended amended, restated, modified or modified waived in any respect, . Montage and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is the Montage Subsidiaries are not in breach of any of the terms or conditions set forth in the Financing CommitmentCommitment Letter. All fees required to be paid under the Commitment Letter have been paid in full or, if not yet due, will be duly paid in full when due. (e) Montage acknowledges and assuming agrees that the accuracy obtaining of financing is not a condition to Closing. For the avoidance of doubt, if any financing contemplated to be obtained by Montage in connection with the Mergers has not been obtained prior to Closing, Montage, New Holdco, Merger Sub 1 and Merger Sub 2 shall continue to be obligated, subject to the fulfillment or waiver of the representations and warranties conditions set forth in Article 4 Section 7.1 and performance Section 7.2, to consummate the Mergers and the other transactions contemplated by ABI of its obligations under this Agreement and at 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 Closing 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 DateAgreement.

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 (a) Attached as Exhibit H 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 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. (by and between Buyer and Resolution Life Group Holdings LP ( “JPMorgan”) and CBI (collectively, the “Financing CommitmentEquity Investor”), pursuant to whichwhich Equity Investor has committed, upon the terms and subject to the conditions set forth therein, to invest in Buyer the lenders party thereto have committed to lend the amounts 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 the Equity Investor thereunder, subject to the limitations set forth therein. Buyer has made available to Seller true and complete copies of the fully executed limited partnership agreement of Equity Investor that is in effect as of the date hereof. (b) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have has delivered to ABI Seller a true, complete and correct copies copy of (i) the executed commitment letter, dated as of December 17, 2019, by and between Buyer and the party set forth on Schedule 4.8(b) (the “NER Commitment Letter”), pursuant to which the party set forth on Schedule 4.8(b) has agreed, upon the terms and subject to the conditions set forth therein, to provide financing up to the maximum Financed Amounts (the “NER Financing”) and (ii) the executed commitment letter, dated as of the fee letter date hereof, by and engagement letters relating among Buyer, Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (the “Bank Financing Sources”) as may be amended, supplemented or modified from time to time to add additional arrangers, agents or lenders as parties thereto (the “Bank Commitment Letter” and together with the NER Commitment Letter the “Debt Commitment Letters” and the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitments”), pursuant to which Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC have agreed, upon the terms and subject to the Financing Commitment (redacted only as conditions set forth therein, to provide financing with respect to the matters indicated therein)transactions contemplated hereby (the “Bank Financing” and together with the NER Financing the “Debt Financing” and the Debt Financing together with the Equity Financing, the “Financing”). (c) The Financing Commitment has Commitments have not been amended or modified prior to the date of this AgreementAgreement (provided that the existence or exercise of “flex” provisions (if any) in the NER Commitment Letter or Bank Commitment Letter shall not constitute an amendment or modification of the NER Commitment Letter or Bank Commitment Letter), and, as of the date hereof, the respective commitments contained in the Financing Commitment Commitments have not been withdrawn, terminated or rescinded in any respect. There As of the date hereof, each of the Financing Commitments (x) is in full force and effect and (y) is a legal, valid and binding obligation of Buyer and each of the other parties thereto and is enforceable against Buyer and each of the other parties thereto, in each case except that (A) such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights 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 Letter or Bank Commitment Letter, there are no agreementsconditions related to the funding of the full amount of the Equity Financing, side letters or arrangements the Bank Financing and other than as set forth in the NER Commitment Letter there are no conditions related to the closing of the NER Financing, in each case, under any agreement relating to the Financing to which CBI Buyer or any of its Affiliates is a party relating party. Buyer has fully paid or caused to be paid any and all commitment fees or other fees in connection with the Financing Commitment Commitments that could affect the availability of the Financinghave become due and payable thereunder. 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 As of the date hereof, no event has occurred whichand no circumstance exists that, 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 any of its Affiliates or on the part of any other party to satisfy the Financing Commitments, under any term or condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate Financing Commitments. Assuming 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 Article ‎VI will be disbursed pursuant satisfied at or prior to the Financing CommitmentClosing, together and assuming compliance in all material respects by Seller with available cash on hand and availability its obligations under CBI’s existing credit facilitythis Agreement, will be sufficient for the Buyer Parties has no reason 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 hereofbelieve, 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 hereofthis Agreement, the that Buyer Parties have no reason to believe that CBI and or any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions term or condition that is required to be satisfied by Buyer or any of its Affiliates as a condition to the funding of the full amount Equity Financing or the closing of the NER Financing by any of the Financing Sources in respect thereof, or that the Equity Financing or the NER Financing will not be made available to Buyer on the Closing Date. There are no side letters or Contracts or arrangements, written or oral, to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, that would reasonably be expected to delay or adversely impact the consummation of the Equity Financing or the NER Financing. (d) No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or other Governmental Entity is required by or with respect to any of the limited partners in Equity Investor (the “Equity Investor LPs”) in connection with (i) the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by the Buyer Parties of any of the transactions contemplated thereby, or (ii) the execution and delivery of the Equity Commitment Letter or any definitive agreement with respect to the Equity Financing by any Buyer Party or any Equity Investor LP or the consummation by any Buyer Party or any Equity Investor LP of the Financing, or except for the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.8(d) of the Buyer Disclosure Schedule. (e) Assuming the accuracy of the representations and warranties of Seller hereunder and the performance in all material respects by Seller of its obligations hereunder, upon receipt of the proceeds and financing contemplated by the Financing Commitments (other than the Bank Financing, and assuming the commitment under the NER Commitment Letter were limited to $3,000,000,000 in Financed Amounts), Buyer has, and on the Closing Date will have, sufficient funds available to perform its obligations under this Agreement and the other Transaction Agreements (including, for the avoidance of doubt, the payment of any amounts in respect of the purchase and sale of the Transferred Shares contemplated by this Agreement), and Buyer and each of the other Buyer Parties will have sufficient funds available to perform their respective obligations under each other Transaction Agreement to which it is a party and to pay all associated costs and expenses required to be paid by it and to ensure that the Financing Acquired Companies are adequately capitalized at the Closing in an amount required at or following the Closing by any Insurance Regulator or other Governmental Entity as an express condition to the grant of any Governmental Approval necessary in connection with the transactions contemplated by the Transaction Agreements. (f) As of the Closing, prior to giving effect to the transactions contemplated by the RLI-Buyer Lifeco Reinsurance Agreement, Buyer Lifeco will not be available have statutory capital and surplus (exclusive of the value of its investments in Subsidiaries) sufficient to CBI support the business ceded to it 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 Buyer Parties acknowledges that its obligation date hereof, Parent and Merger Sub have access to, and at the Closing, Parent and Merger Sub will have sufficient cash necessary to consummate the Merger and the transactions contemplated by this Agreement and the Brewery Transaction is not to pay all related fees and will not be subject expenses. (b) 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 and Restated Interim Loan AgreementDebt Commitment Letter (as redacted in a customary manner to remove the fee amounts, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelypricing caps, the “Financing Commitment”), pursuant to which, upon the terms rates and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (included in the “Financing”) for the purpose market flex” and certain other terms (none of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered which could reasonably be expected 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 adversely affect the availability conditionality, enforceability, termination or aggregate principal amount 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 Other than as expressly set forth in the Financing CommitmentDebt Commitment Letter, and assuming the accuracy of the representations and warranties set forth there are no other agreements, side letters, arrangements or understandings, 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, each case associated 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 that adversely affect the amount, conditionality, enforceability, termination or not to provide availability of the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than except as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Debt Commitment Letter in the form so delivered to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for Company as of 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 date of this Amended and Restated Agreement and the Brewery SPAPlan of Merger. As of the date hereofof this Amended and Restated Agreement and Plan of Merger, CBI has paid the Debt Commitment Letter in the form so delivered to the Company is in full any force and all commitment effect and represents the legally valid and binding obligation of Parent, and Parent’s Subsidiaries and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms against each such party, except that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Law affecting the enforcement of creditors’ rights generally, by general equitable principles or other fees required by the Financing Commitment that are due as discretion of the date hereofany Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or equity). As of the date hereofof this Amended and Restated Agreement and Plan of Merger, the Buyer Parties have no reason to believe that CBI and Debt Commitment Letter has not been withdrawn, rescinded or terminated or otherwise amended, restated, modified or waived in any respect. None of the parties thereto is in breach of any of its applicable Affiliates will be unable to satisfy the terms or conditions set forth in the Debt Commitment Letter. All fees that are due and payable on a timely basis any conditions or prior to the funding date of this Agreement and required to be paid by Parent under the Debt Commitment Letter have been paid in full. (c) Parent acknowledges and agrees that the obtaining of financing is not a condition to the Closing. For the avoidance of doubt, if the Financing or any alternative financing has not been obtained prior to the Closing, Parent and Merger Sub shall continue to be obligated, subject to the fulfillment or waiver of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Dateconditions set forth in Section 6.1 and Section 6.2.

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 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 of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement (i) Parent or Merger Sub has received 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 accepted executed definitive Second Amended and Restated Interim Loan Agreement, commitment letters dated as of February 13the date hereof from CIBC Bank USA and Centerfield Capital Partners III, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI L.P. (collectively, the “Financing CommitmentDebt Commitment Letters”)) (the arrangers, lenders and/or purchasers party thereto, collectively, the “Lenders”) pursuant to whichwhich the Lenders have agreed, upon subject to the terms and subject to the conditions set forth thereinthereof, the lenders party thereto have committed to lend the amounts set forth therein (the “FinancingDebt Financing Commitments”) for the purpose of funding the transactions ). The debt financing contemplated by the Debt Financing Commitments is collectively referred to in this Agreement as the “Debt Financing.” (ii) Parent has received and accepted the Equity Commitment Letters from the Equity Investors pursuant to which the Equity Investors have agreed, subject to the terms and conditions thereof, to invest in Parent the amounts set forth therein (the “Equity Financing Commitments” and, together with the Debt Financing Commitments, the “Financing Commitments”). The equity committed pursuant to the Equity Commitment Letters is collectively referred to in this Agreement as the “Equity Financing.” The Equity Financing and the Brewery Transaction. The Buyer Parties have Debt Financing are collectively referred to as the “Financing.” Parent has delivered to ABI the Company true, complete and correct copies of the fee letter and engagement letters relating to the Financing executed 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 respectLetters. There are no agreements, side letters or arrangements arrangements, other than the Commitment Letters and the fee letter referenced in each Debt Commitment Letter (each, a “Fee Letter” and together, the “Fee Letters”), to which CBI Parent or any of its Affiliates Merger Sub is a party relating to any of the Financing Commitment Commitments that could affect the availability of the Financing. The Financing Commitment constitutes . (iii) Assuming 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 satisfaction of the terms or conditions set forth in the Financing CommitmentSection 6.01 and Section 6.02, and assuming the accuracy of the representations and warranties except as expressly set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAapplicable Commitment Letter, as of the date hereof, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or the Equity Investors to provide the Equity Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing intended to be funded on the Closing Date. Assuming the satisfaction of the conditions set forth in Sections 6.01 and 6.02, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the Closing Date. (iv) Assuming the satisfaction of the conditions set forth in Section 6.01 and Section 6.02 and the accuracy of the Company’s representations and warranties, the Financing, when funded in accordance with the Commitment Letters, will provide Parent and Merger Sub with cash proceeds on the Closing Date (after netting out applicable fees, expenses, original issue discount and similar premiums and charges payable by Parent or Merger Sub) sufficient for the satisfaction of Parent’s and Merger Sub’s obligations to (a) pay the aggregate Merger Consideration, (b) pay any fees and expenses of or payable by Parent or Merger Sub and/or the Surviving Entity and its Subsidiaries in connection with the consummation of the Transactions, and (c) pay all other amounts required to be paid by Parent or Merger Sub on the Closing Date to consummate the Transactions. (v) As of the date hereof, the Commitment Letters are (i) valid and binding obligations of Parent and/or Merger Sub, as applicable, and, to the Knowledge of Parent and Merger Sub, of each of the other parties thereto (subject to the Bankruptcy and Equity Exceptions) and (ii) in full force and effect. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.01 and Section 6.02 and the accuracy of the Company’s representations and warranties, no event has occurred whichthat, with or without notice, lapse of time 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 Parent or Merger Sub under the terms and conditions of the date hereof, no lender has notified CBI of its intention to terminate Commitment Letters. Concurrently with the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding consummation of the full amount of the FinancingTransactions, 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 Parent and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to Merger Sub shall 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 fees or other fees required by to be paid pursuant to the Financing terms of the Commitment that are due Letters. None of the Commitment Letters has been modified, amended or altered as of the date hereof and none of the respective commitments under any of the Commitment Letters have been reduced, withdrawn or rescinded in any respect as of the date hereof. As of the date hereof, the Buyer Parties have no reason . (vi) Neither Parent nor Merger Sub is a party 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 FinancingContract, 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 Financing will not be available effect of limiting or prohibiting the right or ability of such Person to CBI on provide any other Person with financing or other potential sources of capital (whether equity, debt, rollover or a hybrid thereof) in connection with the Closing DateMerger or the other Transactions.

Financial Ability. Each (i) Parent has delivered to the Company true, correct and complete copies of executed commitment letters (including all related fee letters and side letters, including with respect to all related “flex” rights (as redacted to remove any fees, interest rates, “flex” terms and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Buyer financing contemplated thereby), and all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Parent, Merger Sub and VVC Holding Corp., and dated November 11, 2018 (as amended or modified only in accordance with Section 6.15, the “Debt Commitment Letters”) from the parties identified therein as Commitment Parties acknowledges (collectively, the “Lenders”), pursuant to which the Lenders have committed to provide Parent, Merger Sub and VVC Holding Corp. with the debt financing described therein (the “Debt Financing”), which amount is (assuming that its obligation all rights to flex the terms of the Debt Financing are exercised to their maximum extent) greater than or equal to the full amount of the debt financing required to consummate the transactions Merger on the terms contemplated by this Agreement and the Brewery Transaction is not in each case to pay all related fees and will not be subject expenses. (ii) Parent has delivered to the receipt by any Buyer Party Company a true and complete copy of any financing an executed commitment letter addressed to Parent, Merger Sub and VVC Holding Corp. and dated November 11, 2018 (as amended or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, modified only in the case of the Brewery Transactionaccordance with Section 6.15, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true“Preferred Equity Commitment Letters”) from Ares Capital Management LLC, complete KKR Credit Advisors (US) LLC 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 Funding Inc. (collectively, the “Financing CommitmentPreferred Equity Investors”), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders party thereto Preferred Equity Investors have committed to lend provide Parent with the amounts set forth preferred equity financing described therein (the “Preferred Equity Financing”). (iii) for Parent has delivered to the purpose Company true and complete copies of funding executed commitment letters addressed to Parent, Merger Sub and VVC Holding Corp. and dated November 11, 2018 and November 11, 2018, respectively (as amended or modified only in accordance with Section 6.15, the transactions “Equity Commitment Letters” and, together with the Preferred Equity Commitment Letters and the Debt Commitment Letters, the “Commitment Letters”), from The Veritas Capital Fund VI, L.P., Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P., respectively (collectively, the “Equity Investors”), pursuant to which the Equity Investors have committed to provide the cash and rollover equity financing described therein (the “Equity Financing” and, together with the Preferred Equity Financing and the Debt Financing, the “Financing”), which, when aggregated with the Preferred Equity Financing, such amount is greater than or equal to the full amount of the cash and rollover equity required to consummate the Merger on the terms contemplated by this Agreement and the Brewery Transactionin each case to pay all related fees and expenses. The Buyer Parties have delivered to ABI true, complete and correct copies aggregate amount of the fee letter and engagement letters relating Financing is greater than or equal to the Financing Commitment full amount of the cash required to consummate the Merger on the terms contemplated by this Agreement and in each case to pay all related fees and expenses. (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to iv) As of the date of this AgreementAgreement the Equity Commitment Letters are legal, andvalid and binding obligations of the parties thereto, as are in full force and effect, and are enforceable against the parties thereto in accordance with their terms, subject only to the Bankruptcy and Equity Exception. As of the date hereof, the respective commitments contained Preferred Equity Commitment Letters and the Debt Commitment Letters are legal, valid and binding obligations of Parent and, to the Knowledge of Parent, the other parties thereto, are in full force and effect, and are enforceable against the Financing Commitment have not been withdrawnparties thereto in accordance with their terms, terminated or rescinded in any respect. subject only to the Bankruptcy and Equity Exception. (v) There are no agreements, side letters or arrangements other contracts, agreements or understandings to which CBI Parent 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 (A) as expressly set forth in the Financing Commitment. The Commitment Letters and (B) customary engagement letter(s) or non-disclosure or non-reliance agreement(s) which do not impact the conditionality or aggregate proceeds available amount of the Financing. (vi) Each Equity Commitment Letter provides, and will continue to be disbursed pursuant provide, that the Company is a third party beneficiary thereof and is entitled to enforce such agreement, and that Parent and the Equity Investors have waived any defenses to the Financing Commitmentenforceability of such third party beneficiary rights, 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 each case in accordance with its terms and subject to the terms of this Agreement limitations set forth herein and the Brewery SPA. in Section 9.13 (Specific Performance). (vii) As of the date hereofof this Agreement except as expressly set forth in the Equity Commitment Letters, CBI has paid in full the Preferred Equity Commitment Letters and the Debt Commitment Letters, (A) there are no conditions precedent to the obligations of the Equity Investors to fund the Equity Financing, (B) there are no conditions precedent to the obligations of the Preferred Equity Investors to fund the Preferred Equity Financing, (C) there are no conditions precedent to the obligations of the Lenders to fund the Debt Financing and (D) there are no contingencies pursuant to any and all commitment contract, agreement or other fees required understanding relating to the Merger and the other transactions contemplated by this Agreement to which Parent or any of its Affiliates is a party that would permit any of the Equity Investors, the Preferred Equity Investors or the Lenders to reduce the total amount of the Financing or impose any additional condition precedent to the availability of the Financing. (viii) As of the date of this Agreement, (A) none of the Commitment that are due Letters has been amended, restated or otherwise modified (and no such amendment, restatement or modification is contemplated as of the date hereof. As of this Agreement by Parent or the Equity Investors or, to the Knowledge of Parent, any other party thereto) and (B) the respective commitments set forth in the Commitment Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect (and no such withdrawal, rescission, amendment, restatement or modification is contemplated as of the date hereofof this Agreement by Parent or the Equity Investors or, to the Buyer Parties have Knowledge of Parent, any other party thereto). To the Knowledge of Parent, no event has occurred which would result in any breach by Parent of, or constitute a default by Parent under, any term or condition to closing of the Commitment Letters, or otherwise result in any portion of the Financing contemplated thereby to be unavailable or delayed (assuming satisfaction of the conditions to Closing set forth in Sections 7.1 and 7.2). Parent has no reason to believe (assuming satisfaction of the conditions to Closing set forth in Sections 7.1 and 7.2) that CBI and any of its applicable Affiliates (x) it will be unable to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its Affiliates contained in the funding Commitment Letters and (y) any portion of the full amount of Financing required to consummate the Financing, or that Merger and the Financing other transactions contemplated by this Agreement will not be made available to CBI Parent on the Closing Date, including any reason to believe that any of the Equity Investors, Preferred Equity Investors or Lenders will not perform their respective funding obligations under the Commitment Letters in accordance with their respective terms and conditions. Parent has fully paid any and all commitment fees and other fees required by the Debt Commitment Letters to be paid as of the date of this Agreement, and will pay or cause to be paid in full any other commitment fees and other fees required to be paid thereunder as and when they become payable. (ix) Assuming the Financing is funded in accordance with the conditions set forth in the Commitment Letters, Parent will have at the Closing (A) the resources and capabilities (financial and otherwise) to perform its obligations under this Agreement (including all payments to be made by it in connection herewith) and (B) immediately available funds in connection with the Financing in an aggregate amount (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letters, and assuming that all rights to flex the terms of the Debt Financing are exercised to their maximum extent) that will enable Parent to (x) consummate the Merger and the other transactions contemplated hereby on the terms contemplated by this Agreement, including the payoff, satisfaction and discharge and/or defeasance by Parent of the Existing Credit Facilities, the release of any guarantees relating thereto and the release of any Liens or other security thereunder (the “Debt Payoff”) if so requested by Parent and (y) pay all related fees and expenses and undertake its other obligations at Closing upon the terms contemplated by this Agreement.

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 subscription agreements executed prior to the Financing Commitment (redacted only as date hereof by the Investors, including the amendments thereto executed on or prior to the matters indicated therein)date hereof, whereby they have committed to become limited partners of Parent and to make the Financing capital contributions contemplated thereby and (B) the fully executed Limited Partnership Agreement of Parent that is in effect as of the date hereof. (b) None of the Commitment Letters has not been amended or modified prior to the date of this AgreementAgreement (provided that the existence or exercise of “flex” provisions (if any) in the Fee Letter (as defined below) or in the NER Commitment Letter shall not constitute an amendment or modification of the Commitment Letters), and, as of the date hereof, the respective commitments contained in the Financing Commitment Letters have not been withdrawn, terminated or rescinded in any respect. There As of the date hereof, each Commitment Letter (x) is in full force and effect and (y) is a legal, valid and binding obligation of Buyer and, to the Knowledge of Buyer, the other parties thereto and is enforceable against Buyer and, to the Knowledge of Buyer, each of the other parties thereto, in each case except that (A) such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights 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 Commitment Letters and the Fee Letter, there are no agreementsconditions related to the funding of the full amount of the Financing (including any “flex” provisions) (or, side letters or arrangements in the case of the NER Financing, related to the closing of such Financing) under any agreement relating to the Financing to which CBI Buyer or any of its Affiliates is a party relating to party. Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Letters that could affect the availability of the Financinghave become due and payable thereunder. 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 No event has occurred whichand no circumstance exists that, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Buyer or 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 Affiliates or, to the funding Knowledge of Buyer, on the full amount part of any other party to any Commitment Letter, under any term or condition of any Commitment Letter. Assuming the Financing, other than as expressly conditions set forth in the Financing Commitment. The aggregate proceeds available to Article VI will be disbursed pursuant satisfied at or prior to the Financing CommitmentClosing, together and assuming compliance in all material respects by Seller with available cash on hand and availability its obligations under CBI’s existing credit facilitythis Agreement, 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 Buyer or any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions term or condition that is required to be satisfied by it or any of its Affiliates as a condition to the funding of the Financing (or, in the case of the NER Financing, to the closing of such Financing) by the Financing Sources, or that the Financing will not be made available to Buyer on the Closing Date. There are no side letters or other agreements, contracts or arrangements, written or oral, related to the funding or investing, as applicable, of the full amount of the Financing, other than the fee letter in connection with the Debt Financing (the “Fee Letter”), a true, correct and complete copy of which has been provided by Buyer to Seller prior to the date hereof, with only the fee amounts and the economic terms of any market “flex” (none of which would adversely affect the amount or availability of the Debt Financing) redacted. (c) The funding commitments under the Commitment Letters, assuming the commitment under the NER Commitment Letter were limited to $450,000,000 in Financed Amounts, are in an amount sufficient to permit the Buyer Parties to consummate the transactions contemplated hereby and by the other Transaction Agreements and to perform their obligations under this Agreement and the other Transaction Agreements, including the payment by Buyer of the Purchase Price at the Closing as contemplated to be paid by Section 2.1, to ensure that the Financing will not be available to CBI on Company is adequately capitalized at the Closing Datein an amount sufficient to support the ongoing administration of the Company Business following the Closing and to pay all fees and expenses payable by them in connection with this Agreement and the other Transaction Agreements. (d) No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or other Governmental Entity is required by or with respect to any equity investor in Parent (the “Investors”) in connection with (A) the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by the Buyer Parties of any of the transactions contemplated thereby, or (B) the execution and delivery of the Equity Commitment Letter or any definitive agreement with respect to the Equity Financing by any Buyer Party or any Investor or the consummation by any Buyer Party or any Investor of the Financing, except for the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.7(d) of the Buyer Disclosure Schedule.

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 (i) The aggregate proceeds of the Buyer Parties acknowledges Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letter, and assuming that its obligation all rights to flex the terms of the Debt Financing are exercised to their maximum extent) to the extent funded in accordance with the terms of the Commitment Letters, will be sufficient to enable Parent to (x) consummate the Merger and the other transactions contemplated by this Agreement and hereby on 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 , including the payment of the aggregate Merger Consideration and all other amounts payable pursuant to ARTICLE IV and (y) pay all related fees and expenses and undertake its other obligations at Closing upon the terms contemplated by this Agreement. (ii) Parent has delivered to ABI the Company a true, correct and complete and correct copy of an executed commitment letter (including, all related fee letters, sponsor support letters and side letters (which fee letters may be customarily redacted to remove the executed definitive Second Amended amounts of any fees, interest rates and Restated Interim Loan Agreementother economic terms and market “flex” information that do not affect the conditionality, enforceability or aggregate principal amount of the financing contemplated thereby (“Customary Redactions”)), and all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Merger Sub and dated as of February 13, 2013, among Bank of America, N.A. the date hereof (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelyas amended or modified only in accordance with this Section 6.15, the “Financing CommitmentDebt Commitment Letter”) from Xxxxxxx Xxxxx Bank USA (the “Lender”), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders party thereto have Lender has committed to lend the amounts set forth provide Merger Sub with debt financing described therein (the “Debt Financing”). (iii) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have Parent has delivered to ABI true, the Company a true and complete copy of an executed commitment letter addressed to Parent and correct copies dated as of the fee letter and engagement letters relating to the Financing Commitment date hereof (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior only in accordance with this Section 6.15, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), from Amherst Single Family Residential Partners VI, LP (the “Equity Investor”), pursuant to which the Equity Investor has committed to provide cash equity to fund the Merger Consideration in an aggregate amount of $271,082,529.00 (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (iv) As of the date of this Agreement, andthe Equity Commitment Letter is a legal, as valid and binding obligation of the parties thereto, is in full force and effect, and is enforceable against the parties thereto in accordance with their terms, subject only to the Bankruptcy and Equity Exception. As of the date hereofof this Agreement, the respective commitments contained Debt Commitment Letter is a legal, valid and binding obligation of Merger Sub and, to the Knowledge of Parent, the other parties thereto, is in full force and effect, and is enforceable against the Financing Commitment have not been withdrawnparties thereto in accordance with their terms, terminated or rescinded in any respect. There subject only to the Bankruptcy and Equity Exception. (v) As of the date of this Agreement, there are no agreements, side letters or arrangements other contracts, agreements or understandings to which CBI Parent or any of its Affiliates is a party relating to the Financing other than (A) as expressly set forth in the Commitment Letters and (B) customary engagement letter(s) or non-disclosure agreement(s) which do not impact the terms, conditionality or aggregate amount of any of the Financing. (vi) The Equity Commitment Letter provides, and will continue to provide, that could affect the Company is a third party beneficiary thereof and is entitled to enforce such agreement, and that Parent and the Equity Investor have waived any defenses to the enforceability of such third party beneficiary rights, in each case in accordance with its terms and subject to the limitations set forth herein and in Section 9.13 (Specific Performance). (vii) As of the date of this Agreement (A) except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent to the obligations of the Equity Investor to fund the Equity Financing, (B) except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lender to fund the Debt Financing and (C) there are no contingencies pursuant to any contract, agreement or other understanding relating to the Merger and the other transactions contemplated by this Agreement to which Parent or any of its Affiliates is a party that would permit the Equity Investor or the Lender to, without the consent of Parent, (I) reduce the total committed amount of the Financing or (II) impose any additional condition precedent to the availability of the Financing. (viii) As of the date of this Agreement, (A) none of the Commitment Letters has been amended, restated or otherwise modified and (B) the respective commitments set forth in the Commitment Letters have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect. The As of the date of this Agreement, to the Knowledge of Parent, no event has occurred which would result in any breach by Parent or any of its Affiliates of, or constitute a default by Parent or Merger Sub under, any term or condition to closing of the Commitment Letters, or otherwise result in any portion of the Financing contemplated thereby to be unavailable or delayed (assuming the satisfaction of the conditions to Closing set forth in Section 7.2(a) and Section 7.2(b)). As of the date of this Agreement, no Lender has notified Parent or Merger Sub of its intention to withdraw, rescind or terminate the Debt Commitment constitutes Letter prior to the legally valid and binding obligation of CBI Closing Date or not to provide the Debt Financing and, to the 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 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 withdrawal, rescission or modification termination 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 Parent (x) 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 it will be unable to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its Affiliates contained in the funding Commitment Letters and (y) has no reason to believe that any portion of the full amount of Financing required to consummate the Financing, or that Merger and the Financing other transactions contemplated by this Agreement will not be made available to CBI Parent or Merger Sub on the Closing Date, including any reason to believe that either the Equity Investor or the Lender will not perform their respective funding obligations under the Commitment Letters in accordance with their respective terms and conditions. Parent or Merger Sub has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date of this Agreement.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation (a) Purchaser has received, accepted and agreed to consummate the transactions contemplated by this Agreement (i) one or more valid 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 binding commitment letters from certain lenders (collectively, the “"Debt Financing Commitment”Commitment Letter"), pursuant committing them to whichprovide to Purchaser (or Affiliates of Purchaser) debt financing for the transactions contemplated hereby, 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 (such debt financing, the “"Debt Financing”") and (ii) valid and binding commitment letter from certain Affiliates of Parent (the "Equity Financing Commitment Letter"), committing them to provide to Purchaser equity financing for the purpose of funding the transactions contemplated by this Agreement hereby, subject to the terms and conditions set forth therein (such equity financing, the Brewery Transaction"Equity Financing" and together with the Debt Financing, the "Financing"). The Buyer Parties have delivered to ABI true, True and complete and correct copies of the fee letter and engagement letters relating to the executed Debt Financing Commitment (redacted only as to Letter and the matters indicated therein), the Equity Financing Commitment has not Letter have been amended delivered to Seller on or modified prior to the date of this Agreement, and, as hereof. (b) As of the date hereof, the respective commitments contained in the Debt 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 Letter and the Equity Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, Letter delivered 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 Seller are in full force and effect and has are not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, subject to the execution and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach delivery of any other Contracts. (c) The aggregate proceeds of the terms or conditions set forth in Financing will be sufficient to pay the Financing CommitmentPurchase Price, the Transfer Taxes payable pursuant to Section 2.03 and assuming all fees and expenses required to be paid as a condition to the accuracy consummation 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 Financing. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachan event of default on the part of Parent or Purchaser under the Equity Financing Commitment Letter or the Debt Financing Commitment Letter that has not been waived or remedied to the satisfaction of the lenders under the Debt Financing Commitment Letter, default or failure to satisfy any condition precedent set forth therein. As within 30 days of the date hereof, no lender of occurrence of such event of default. Parent 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 fully paid in full any and all commitment fees or other fees on the dates and to the extent required by the Equity Financing Commitment that are due as of Letter and 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 Debt Financing will not be available to CBI on the Closing DateCommitment Letter.

Financial Ability. Each (a) Buyer is a party to and has accepted a fully executed Debt Commitment Letter from the lenders party thereto (collectively, the “Lenders”) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide Debt Financing in the amounts set forth therein. (b) The Buyer has delivered to the Seller a true, correct and complete copy of the Buyer Parties acknowledges that its obligation to consummate Debt Commitment Letter as of the transactions contemplated by date of 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 andfee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the Brewery Transactionconditionality, the consummation enforceability, availability or amount of the transactions contemplated by this Agreement. The Buyer Parties have delivered Debt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to ABI a true, complete and correct copy the obligations 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, Lenders to provide the “Debt Financing Commitment”), pursuant or any contingencies that would permit the Lenders to which, upon reduce 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 total amount of the fee letter and engagement letters Debt Financing, including any condition or other contingency relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment (redacted only as Letter on or prior to the matters indicated therein)Closing Date, nor does Buyer have knowledge that any of the Financing Commitment has Lenders will not been amended or modified prior to perform its obligations thereunder. As of the date of this Agreement, andthere are no side letters, as understandings or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could affect the availability, conditionality, enforceability or amount of the Debt Financing contemplated by the Debt Commitment Letter. (d) 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 is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment Letter constitutes the legally legal, valid and binding obligation of CBI Buyer and, 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 thereto 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 withdrawneffect, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedeach case subject to the Enforceability Exceptions. 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, Buyer has no knowledge of any event that has occurred which, which (with or without notice, lapse of time or both, would reasonably be expected to ) could constitute a breach, default breach or failure to satisfy any a condition precedent set forth therein. As by Buyer under the terms and conditions of the date hereofDebt Commitment Letter, no lender has notified CBI of its intention and Buyer 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 Sections 7.01 and 7.02, any of the conditions to the Debt Financing Commitment. The aggregate proceeds will not be satisfied by Buyer on a timely basis or that the Debt Financing will not be 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 date of the date hereofClosing. Buyer has paid, CBI has paid or caused to be paid, in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement, and will pay, or cause to be paid, in full any such amounts due on or before the Closing Date. The Debt Commitment Letter has not been modified, amended or altered and none of the respective commitments thereunder has been withdrawn or rescinded in any respect, and, to the knowledge of Buyer, no withdrawal or rescission thereof is contemplated. No modification or amendment to the Debt Commitment Letter is currently contemplated by Buyer or, to the knowledge of Buyer, by any other party to the Debt Commitment Letter. (e) On the Closing Date, assuming the Debt Financing is funded in accordance with the Commitment Letter, Buyer will have available to it the funds necessary to consummate the transactions contemplated by the Financing Commitment that are due as Transaction Documents and to make all payments required to be made in connection therewith including the funds to purchase the Sold Shares on the terms and conditions contemplated by this Agreement, to consummate the other transactions contemplated by the Transaction Documents and to pay all associated costs and expenses required to be paid by Buyer or otherwise necessary for Buyer to timely consummate the transactions contemplated by the Transaction Documents, including payment of the date hereof. As Estimated Purchase Price (and all adjustments thereto). (f) The Buyer’s obligation to consummate the transactions contemplated hereby is not in any event contingent upon the availability of any funds or financing or its ability to secure financing or complete any public or private placement of securities prior to or upon the Closing (including for the avoidance of doubt, the Debt Financing). (g) Notwithstanding anything to the contrary contained herein, the Company and the Company Subsidiaries agree that a breach of this representation and warranty on the Closing Date shall not result in the failure of a condition precedent to the Company’s and the Company Subsidiaries’ obligations under this Agreement, if (notwithstanding such breach) Buyer is willing and able to consummate the purchase 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 Sold Shares on the Closing Date.

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

Financial Ability. Each (a) Purchaser has received the executed commitment letter dated January 23, 2013 (the “Commitment Letter”) from the lenders and other financial institutions party thereto (collectively, the “Lenders”) relating to the commitment of the Buyer Parties acknowledges that its obligation Lenders to provide the full amount of the debt financing requested by Purchaser to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject Documents on the terms contemplated by the Commitment Letter. The debt financing requested by Purchaser pursuant 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 Commitment Letter to consummate the transactions contemplated by the Transaction Documents and to pay related fees and expenses is collectively referred to in this Agreement. The Buyer Parties have delivered to ABI a true, Agreement as the “Debt Financing”. (b) A 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 Commitment Letter has been provided 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 TransactionSellers. 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 Letter has not been amended or modified prior to the date of this Agreement, andno such amendment or modification is contemplated (except for amendments or modifications pursuant to which Purchaser exercises its right to add lenders, as lead arrangers, bookrunners and other agents under the Commitment Letter, copies of which have been provided to the date hereof, Sellers) and the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There . (c) Except for the fee letter (the “Fee Letter”) relating to fees with respect to the Debt Financing, as of the date of this Agreement there are no agreements, side letters or other agreements, contracts or arrangements related to the Debt Financing other than the Commitment Letter delivered to the Sellers prior to the date of this Agreement. A complete and correct copy of the executed Fee Letter has been provided to the Sellers, with only fee amounts and other commercially sensitive information redacted (which CBI information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). (d) Except as expressly set forth in the Commitment Letter, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any of its Affiliates is a party relating contingencies that would permit the Lenders to reduce the Financing Commitment that could affect the availability total amount of the Financing. The Debt Financing (other than with respect to upfront fees and/or original issue discount). (e) Purchaser will have at and after the Closing Date funds sufficient to consummate the transactions contemplated by this Agreement (including payment of the Purchase Price and any refinancing of any outstanding Indebtedness of the Company contemplated by this Agreement or the Commitment constitutes the legally valid and binding obligation of CBI andLetter), to pay all fees and expenses to be paid by Purchaser in connection with the Knowledge of CBI, Transaction and the Debt Financing and satisfy all the other parties thereto, enforceable in accordance with its terms payment obligations of Purchaser contemplated by the Transaction Documents. (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). f) The Financing Commitment Letter is in full force and effect and has not been withdrawnis a valid, rescinded or terminated or otherwise amended or modified in any respectlegal, binding and enforceable obligation of Purchaser, and no such amendment or modification is contemplatedto the Knowledge of Purchaser, the other parties thereto, subject to the Bankruptcy and Equity Limitation. 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 No event has occurred whichthat, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a breach, default or failure breach on the part of Purchaser, or to satisfy the Knowledge of Purchaser, any condition precedent set forth therein. As other party to the Commitment Letter, under the terms and conditions 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 FinancingLetter, other than as expressly set forth any such default or breach that has been irrevocably waived by the Lenders or otherwise cured in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant a timely manner by Purchaser 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 satisfaction of the date hereofLenders. Purchaser has timely paid, CBI has or will have timely paid as of the Closing Date, in full any and all commitment fees or other fees required by to be paid pursuant to the Financing Commitment that are due as terms of the date hereof. As of Commitment Letter. (g) Purchaser believes that the date hereof, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates Debt Financing 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. Purchaser acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by Purchaser (or SCG, as the case may be) of any financing or the consummation of any other transaction (other than as set forth in Section 7.1(d) hereof with respect to the CPG Transaction).

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 . (b) Buyer’s obligations under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation 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.

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) 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, the “Debt Financing”, together with the Equity Financing, the “Financing”). (b) As of the date hereof, (i) the Commitment Documentation is in full force and effect and, as of the date hereof, to the respective knowledge of Buyer, the commitments contained evidenced in the Financing Commitment Documentation 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, respect and no such amendment withdrawal, rescission or modification termination is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms contemplated or conditions set forth in the Financing Commitmentpending, 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 whichthat, 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 any of its Affiliates or, to satisfy the knowledge of Buyer, any condition precedent set forth therein. As other Person, under the Commitment Documentation and (iii) has not been amended, restated, amended and restated, supplemented or otherwise modified in any respect and no such amendment, restatement, amendment and restatement, supplementation or modification is contemplated other than as permitted by this Agreement (except in connection with any amendments or modification solely to effectuate any “flex” provisions in the Fee Letter). (c) Each Commitment Letter is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, subject to the Bankruptcy and Equity Exception. (d) The Commitment Documentation constitutes the entire and complete agreement between the parties thereto with respect to the Financing, and, as of the date hereof, except as expressly set forth in the Commitment Letters, there are no lender has notified CBI (x) conditions precedent to the respective obligations of its intention to terminate the Financing Commitment or not Sources to provide the Financing. There are no Financing or (y) contractual contingencies or other provisions under any contract, agreement, arrangement or understanding (including any “side” letters or similar arrangements) relating to the Financing to which Buyer is a party that would permit the Financing Sources to reduce the total amount of the Financing necessary to fund the Required Payments (as defined below), impose any additional conditions precedent or other contingencies related to the funding availability of the full amount of the FinancingDebt Financing necessary to fund the Required Payments, other than as expressly set forth in modify the conditions precedent to the availability of the full amount of the Financing Commitment. The aggregate proceeds available or necessary to fund the Required Payments or materially delay the availability of the Financing. (e) Buyer has fully paid, or has caused to be disbursed pursuant fully paid, any and all fees or other amounts 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 Sources required by the Financing Commitment that are due as of Documentation to be paid on or prior to the date hereof. As of the date hereof, assuming satisfaction or waiver of the conditions set forth in Section 9.01 and Section 9.03, Buyer Parties have is unaware of any fact or occurrence existing on the date hereof that could reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate in any material respect or that could reasonably be expected to cause the Commitment Documentation to be ineffective or the availability of the Financing to be delayed. (f) As of the date hereof, assuming satisfaction or waiver of the conditions set forth in Section 9.01 and Section 9.03, Buyer has no reason to believe that CBI and it or any of its applicable Affiliates the other parties to the Commitment Documentation will be unable to satisfy on a timely basis any conditions condition of the Commitment Documentation required to the funding of be satisfied by it or that the full amount of funding contemplated in the Financing shall not be made available to Buyer on the Closing Date in order to consummate the transactions contemplated by this Agreement. (g) The aggregate proceeds of the Financing (after netting out fees, expenses, original issue discount and similar premiums or charges payable by Buyer and after giving effect to the maximum amount of “flex” and original issue discount provided under the Commitment Documentation) together with cash on hand shall be sufficient to enable Buyer to pay the Purchase Price and all fees, costs, expenses and other amounts payable by Buyer related to the Financing and the transactions contemplated by this Agreement (collectively, the “Required Payments”). (h) Buyer understands and acknowledges that the obligations of Buyer under this Agreement are not contingent on the availability of the Financing, or that the consummation of the Financing will not be available or the availability of Buyer to CBI on obtain any financing for, or related to, the Closing Datetransactions contemplated by this Agreement.

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 Affiliates, on the other hand, contains any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing Commitment or any provisions that could affect reduce the availability aggregate amount of the FinancingEquity Financing set forth in the Equity Commitment Letter or the aggregate proceeds contemplated by the Equity Commitment Letter. As of the date hereof, Buyer has no reason to believe that any of the conditions to the Equity Financing would not reasonably be expected to be satisfied on a timely basis or that the Equity Financing would not reasonably be expected to be available to Buyer on the date on which the Closing should occur pursuant to Section 3.1. (b) Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Limited Guaranty. 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 Limited Guaranty is in full force and effect and effect, has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respectmodified, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any a legal, valid, binding and enforceable obligation of the terms or conditions set forth in Guarantors, subject to 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 Remedies Exception. 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 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 Guarantors 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 DateLimited Guaranty.

Financial Ability. Each (a) On or prior to the Agreement Date, Bxxxx has received and accepted an executed and binding commitment letter (the “Debt Commitment Letter”) from the Debt Financing Sources party thereto relating to the commitment of the Buyer Parties acknowledges that its obligation such Debt Financing Sources to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be provide, subject to the receipt by any Buyer Party of any financing or terms and conditions thereof, the consummation of any other transaction other than the occurrence full amount 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 debt financing stated therein (the “Debt Financing”). (b) for Buyer has received and accepted an executed and binding commitment letter dated the purpose Agreement Date (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Commitment Letters”) from Brookfield Capital Partners VI L.P. (the “Equity Investor”), relating to the commitment of funding the transactions contemplated by this Equity Investor, subject to the terms and conditions thereof, to invest in Buyer the full amount of the cash equity financing stated therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). On or prior to the Agreement and the Brewery Transaction. The Buyer Parties have Date, Bxxxx has delivered to ABI Seller true, complete and correct copies of the executed Commitment Letters (including, the exhibits and annexes thereto), and any fee letter letters (the “Fee Letters”) related thereto (redacted solely to omit “market flex” provisions, pricing terms, original issue discount amounts, yield and engagement letters relating interest rate caps, successful syndication levels, fee amounts and economic terms, in each case, in a customary manner that does not redact terms that adversely affect the conditionality, enforceability, availability or termination of the Financing on the Closing Date). (c) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Commitment (redacted only as Sources party to the matters indicated therein)Debt Commitment Letter or the Equity Investor, as applicable, to provide their respective portions of the Financing Commitment has not been amended or modified prior any contingencies that would permit the Debt Financing Sources party to the date Debt Commitment Letter or the Equity Investor, as applicable, to reduce the total amount of this Agreement, andthe Financing. Other than the Commitment Letters and the Fee Letters, as of the date hereofAgreement Date, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There there are no side letters or other agreements, side letters Contracts or arrangements to which CBI or any of its Affiliates Buyer is a party relating to the funding or investing, as applicable, of the full amount of (i) the Equity Financing Commitment that could would adversely affect the availability funding or investing, as applicable, of the full amount of the Equity Financing on the Closing Date or (ii) the Debt Financing. As of the Agreement Date, Buyer 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 Agreement Date pursuant to the terms of the Commitment Letters in connection with the Financing. (d) The Financing Financing, when funded in accordance with, and in the aggregate amount committed to be provided under, the Commitment constitutes Letters, will provide Buyer with cash proceeds on the legally valid Closing Date in an amount (the “Required Amount”) sufficient to pay the Closing Payment, and binding obligation to pay related fees and expenses required to be paid by Buyer on the Closing Date in connection with the Transactions. (e) Assuming the satisfaction of CBI the conditions in Section 10.01 and Section 10.02, (i) as of the Agreement Date, there is no fact or occurrence applicable to Buyer and within Buyer’s control, and, to Buyer’s knowledge, no other fact or occurrence, that would cause 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 conditions 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 funding of the terms or conditions Financing set forth in the Financing CommitmentCommitment Letters not to be satisfied at or before the Closing, and assuming (ii) as of the Agreement Date, Buyer has no reason to believe that it will be unable to satisfy at or before Closing any condition to the funding of the Financing contained in the Commitment Letters to be satisfied by Buyer and within Buyer’s control, and, to Buyer’s knowledge, as of the Agreement Date, there is no reason to believe that any other condition to the funding of the Financing contained in the Commitment Letters will not be satisfied at or before Closing (provided, that Buyer is not making any representation or warranty regarding 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 IV). (f) As of the date hereofAgreement Date, (i) the Commitment Letters (A) are valid, binding and enforceable obligations of Buyer and, to the knowledge of Buyer, the other parties thereto, in each case in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and (B) are in full force and effect, and (ii) no event to be satisfied by Buyer and within Buyer’s control, or, to Buyer’s knowledge, any other event, has occurred whichthat, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a breach, default or breach or failure to satisfy of 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 Financing contained in the Commitment Letters (provided, that Buyer is not making any representation or warranty regarding the accuracy of the Financing, other than as expressly set forth representations and warranties 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 SPAArticle IV). As of the date hereofAgreement Date, CBI no Commitment Letter or Fee Letter has been amended, restated or otherwise modified or waived, and the respective commitments contained in the Commitment Letters have not been withdrawn, modified or rescinded. Buyer has paid in full any and all commitment fees or other fees or expenses required by to be paid pursuant to the Financing Commitment that are due as terms of the Commitment Letters on or before the date hereofthe Agreement Date. As of the date hereofAgreement Date, no Buyer Party has received any written notice or other written communication from any party to the Commitment Letters with respect to (i) any actual or threatened breach or default on the part of any Buyer Parties have Party or any other party to the Commitment Letters, (ii) any actual or threatened failure to satisfy any condition to the availability of the Financing pursuant to the terms of the Commitment Letters or (iii) any intention of such party to terminate the Commitment Letters or to not provide all or any portion of amounts committed to be provided by such party pursuant to the terms of the Financing. (g) Subject to Section 13.14, in no reason to believe that CBI and event shall the receipt or availability of any funds or financing by Buyer or any of its applicable Affiliates will or any other financing be unable a condition 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’s obligations hereunder.

Financial Ability. Each (a) Buyer has delivered to Seller a true, correct and complete copy of an executed commitment letter dated June 27, 2013 (the “Debt Commitment Letter”) from Xxxxxx Xxxxxxx Senior Funding, Inc., Deutsche Bank Securities Inc. and Union Bank of California, N.A. (collectively, the “Lenders”) (as well as all related documents, including a redacted copy of the fee letter related thereto), relating to the commitment of the Lenders to provide the full amount of the debt financing stated therein on the terms contemplated thereby (the “Debt Financing”). (b) Buyer Parties acknowledges has delivered to Seller a true, correct and complete copy of (i) the Purchase Agreement (the “Equity Purchase Agreement”) dated June 27, 2013 by and among Bowie Resource Partners, LLC, Buyer, Cedars Energy, LLC and Galena US Holdings, Inc. (the “Equity Investor”), (ii) the letter agreement dated June 27, 2013 by and among Trafigura AG, Bowie Resource Partners, LLC, Buyer and Cedars Energy, LLC, pursuant to which Trafigura AG guarantees the obligations of the Equity Investor under the Equity Purchase Agreement (such letter agreement, together with the Equity Purchase Agreement and Debt Commitment Letter, the “Commitment Letters”) and (iii) all ancillary documents related thereto; in each case relating to the commitment of the Equity Investor to provide the full amount of the cash equity stated therein on the terms contemplated thereby (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (c) Except as set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Lenders or the Equity Investor to provide the Financing or any contingencies that its obligation would permit the Lenders or the Equity Investor to reduce the total amount of the Financing. Without limitation of the foregoing, the fee letter entered into in connection with the Debt Commitment Letter does not contain any direct or indirect condition precedent to funding of the Financing. As of the date of this Agreement, except for the fee letter, there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letters. (d) The Financing, when funded in accordance with the Commitment Letters, shall provide Buyer with acquisition financing on the Closing Date sufficient 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 on the terms and subject contemplated thereby. Buyer has no reason to the conditions set forth therein, the lenders party thereto have committed believe that it will be unable to lend the amounts set forth therein (the “Financing”) for the purpose satisfy any term or condition of funding the transactions contemplated closing to be satisfied 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 it 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 Commitment Letters on the Financing CommitmentClosing; provided that, and assuming Buyer is not making any representation regarding the accuracy inaccuracy of the representations and warranties set forth in Article 4 and performance by ABI III, or the failure of Seller to perform its obligations under this Agreement hereunder. (e) The Commitment Letters are valid and binding obligations of Buyer and, to Buyer’s knowledge, the Brewery SPAcounterparty thereto, as of the date hereofand are in full force and effect and are enforceable in accordance with their respective terms, and no event has occurred whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute a breachmaterial default, default breach or failure to satisfy any a condition precedent set forth therein. As on the part of Buyer under the terms and conditions 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 FinancingLetters, other than any such default, breach or failure that has been waived by the Lenders or the Equity Investor, as expressly set forth the case may be, or otherwise cured in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant a timely manner by Buyer to the Financing Commitmentsatisfaction of the Lenders or Equity Investor, together with available cash as the case may be; provided that, Buyer is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article III. No Commitment Letter has been amended, restated or otherwise modified or waived on hand and availability under CBI’s existing credit facility, will be sufficient for or prior to 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 date of this Agreement and, except as permitted by Section 5.04(c) or as otherwise agreed to in writing by Seller, as of the Closing Date and the Brewery SPA. As of respective commitments contained in the Commitment Letters have not been withdrawn, modified or rescinded on or prior to the date hereofof this Agreement, CBI except as agreed by Seller in writing. Buyer has paid in full any and all commitment fees or other fees or expenses required by to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement. (f) In no event shall the consummation of the Financing Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason or any other financing be a condition 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’s obligations hereunder.

Financial Ability. Each (a) As of the date of this Agreement, Xxxxx has received (i) an executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from the Guarantor, pursuant to which the Guarantors have committed to provide equity financing in an aggregate amount of $190,000,000, 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 and (ii) an executed debt commitment letter, dated as of the date hereof (as amended, restated, amended and restated, supplemented, modified or replaced from time to time, in accordance with the terms hereof, together with all exhibits, schedules and annexes thereto and any associated fee letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), from the Debt Financing Sources party thereto, pursuant to which such Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to Buyer Parties the amounts of debt financing set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”), in each case, in part for the Financing Purposes. A true and complete copy of each Commitment Letter (other than any fee letters referred to in the Debt Commitment Letter, which is addressed below) has been provided to Seller substantially concurrently with the execution of this Agreement. Buyer 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 and will pay all additional fees as and when they become due. As of the date hereof, each 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, subject to the Enforceability Exceptions, and has not been amended, modified, withdrawn, terminated or rescinded in any respect. No amendment or modification to, or withdrawal, termination or rescission of, the Equity Commitment Letter or, to the knowledge of Buyer, the Debt Commitment Letter, is contemplated as of the date hereof. The aggregate proceeds of the Financing contemplated by the Commitment Letters will be sufficient for the satisfaction of Buyer’s obligations under this Agreement to pay (a) the Purchase Price and (b) all out-of-pocket expenses incurred and payable by Buyer on the Closing Date in connection with the transactions contemplated by this Agreement (collectively, the “Financing Purposes”). As of the date hereof, 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 the Financing by an amount that, when taken together with the amount of all other sources then available to be funded on the Closing Date, would be less than the amount necessary to fund the Financing Purposes. Buyer understands and acknowledges that its under the terms of this Agreement, Xxxxx’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, Xxxxx’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, financing to Buyer. Except for any fee letters referred to in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI Debt Commitment Letter (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 which fee letter and engagement letters relating has been provided to Seller substantially concurrently with the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date execution of this Agreement, andsubject in each case, to redaction of fees, pricing, interest rates, original issue discount, “flex” terms and other economic or commercially sensitive numbers and provisions that are customarily redacted or required by the Debt Financing Sources to be redacted in connection with transactions of this type (none of which could reduce the total amount of the Financing to an amount that, when taken together with the amount of all other sources then available to be funded on the Closing Date, would be less than the amount necessary to fund the Financing Purposes or add any conditions to the Financing)), 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 agreements, contracts, arrangements or understandings related to the funding or investing, as applicable, of the Financing that could adversely affect the availability or conditionality of the Financing or the enforceability of the Commitment Letters other than as expressly set forth in the applicable Commitment Letters. Except as expressly set forth in the Commitment Letters or any fee letter, as of the date hereof, there are no conditions precedent or other contingencies to the obligations of the Debt Financing Sources under any agreement related to the Debt Financing to which CBI or any of its Affiliates Buyer is a party relating and the Guarantors to provide the Financing Commitment that could affect would permit the availability Debt Financing Sources or the Guarantors to reduce the total amount of the Financing. The Financing Commitment constitutes As of 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’ rightsdate hereof, and by general equitable principles). The Financing Commitment assuming the satisfaction of the conditions set forth in Section 8.01 and Section 8.02, Buyer (a) is not 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 material breach of any of the terms or conditions set forth in the Financing CommitmentCommitment Letters and, and assuming 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, as of the date hereofBuyer, 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 breach on the part of Buyer under any term or condition precedent set forth therein. As of the date hereof, no lender has notified CBI Commitment Letters and (b) does not have any reason to believe that any of its intention the conditions to terminate the Financing Commitment to be satisfied by Xxxxx would not be satisfied on a timely basis (unless waived) or that the Financing would not be available to provide Buyer on the FinancingClosing Date. (b) Concurrently with the execution of this Agreement, the Guarantors have delivered to Seller the duly executed and complete copy of the Guaranty. There are no The Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of the Guarantor. No event has occurred which (with or without notice, lapse of time or both) would constitute a default on the part of the Guarantors under the Guaranty. Buyer does not have any reason to believe that any of the conditions precedent to providing the Guaranty will not be satisfied on a timely basis on or other contingencies related prior to the funding of Closing or that the full amount of the FinancingGuaranty will not be available to Buyer on the Closing. Buyer is not aware of any fact, event or other than as expressly set forth occurrence that makes any of the representations or warranties of Buyer in the Financing CommitmentGuaranty misleading or inaccurate in any material respect. The aggregate proceeds available to be disbursed pursuant Guaranty contains all of the conditions precedent and other conditions and contingencies 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 obligations 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 parties thereunder 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 make the full amount of the Financing, or that the Financing will not be Guaranty available to CBI Buyer on the Closing Dateterms therein.

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 terms and conditions thereof, to provide the Debt Financing. (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 b) As of the date hereof, (i) 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 Documentation is in full force and effect and has the commitments evidenced in the Commitment Documentation have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment withdrawal, rescission or modification is contemplated. Neither CBI nor any termination is, to the knowledge of its Affiliates is in breach of any of the terms Buyer, contemplated or conditions set forth in the Financing Commitmentpending, and (ii) assuming the accuracy of the representations and warranties set forth in Article 4 III are true and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereofcorrect, no event has occurred whichthat, 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 any of its Affiliates, under any term or condition of the Commitment Documentation and (iii) the Commitment Documentation has not been amended, restated, amended and restated, supplemented or otherwise modified in any respect and no such amendment, restatement, amendment and restatement, supplementation or modification is contemplated by the Buyer, in each case, other than as permitted by this Agreement (it being understood that any such amendment, restatement, amendment and restatement, supplementation or modification shall be provided to satisfy the Parent in accordance with Section 5.13(a)); provided that this Section 4.06(b) shall not apply to any condition precedent set forth therein. amendment or modification of the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or entities in similar roles who are not parties to such letters as of the date hereof. (c) The Equity Commitment Letter and, as of the date hereof, the Debt Commitment Letter are a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, subject to the Bankruptcy and Equity Exception. (d) As of the date hereof, the Commitment Documentation constitutes the entire and complete agreement between the parties thereto with respect to the Financing, and, as of the date hereof, except as expressly set forth in the Commitment Letters, there are no lender has notified CBI (x) conditions precedent to the respective obligations of its intention to terminate the Financing Commitment or not Sources to provide the Financing or (y) contractual contingencies or other provisions under any contract, agreement, arrangement or understanding (including any “side” letters or similar arrangements) relating to the transactions contemplated by this Agreement to which Buyer is a party that would permit the Financing Sources to reduce the total amount of the Financing. There are no , impose any additional conditions precedent or other contingencies related to the funding availability of the full amount of the Financing, modify the conditions precedent to the availability of the full amount of the Financing or delay the availability of the Financing. (e) Buyer has fully paid, or has caused to be fully paid, any and all fees or other than as expressly amounts to the Financing Sources required by the Commitment Documentation to be paid on or prior to the date hereof, and assuming satisfaction or waiver of the conditions set forth in Section 8.01 and Section 8.03, Buyer is unaware of any fact or occurrence existing on the date hereof that could reasonably be expected to make any of the assumptions or any of the statements set forth in the Financing Commitment. The aggregate proceeds available Commitment Letters inaccurate in any material respect or that could reasonably be expected to cause the Commitment Documentation to be disbursed pursuant to ineffective or the availability of the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will to 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. delayed. (f) As of the date hereof, CBI has paid in full any and all commitment assuming satisfaction or other fees required by the Financing Commitment that are due as waiver of the date hereof. As of the date hereofconditions set forth in Section 8.01 and Section 8.03, the Buyer Parties have has no reason to believe that CBI and it or any of its applicable Affiliates the other parties to the Commitment Documentation will be unable to satisfy on a timely basis any conditions term or condition of the Commitment Documentation required to be satisfied by it or that the funding contemplated in the Financing shall not be made available to Buyer on a timely basis in order to consummate the transactions contemplated by this Agreement. (g) The aggregate proceeds of the Financing (after netting out fees, expenses, original issue discount and similar premiums or charges and after giving effect to the funding maximum amount of “flex” and original issue discount provided under the Commitment Documentation) together with cash on hand shall, if funded in accordance with the terms of the full applicable Commitment Documentation, provide sufficient immediately available cash to enable Buyer to pay the cash portion of the Purchase Price (including as such amount may be adjusted pursuant to Section 2.05 and Section 2.08) and all fees, costs, expenses and other amounts payable by Buyer on the terms or in connection with the transactions contemplated by this Agreement. (h) Buyer understands and acknowledges that the obligations of Buyer under this Agreement are not contingent on the availability of the Financing, or that the consummation of the Financing will not be available or the availability of Buyer to CBI on obtain any financing for the Closing Datetransactions contemplated by this Agreement.

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) On or prior 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 has delivered to ABI a Sellers true, complete and correct copy of a fully executed debt commitment letter, together with any related fee letter (with only the executed definitive Second Amended fee amount, economic flex and Restated Interim Loan Agreementcertain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Debt Commitment Letter or reduce the aggregate principal amount of the debt financing contemplated thereunder (the “Debt Financing”))), dated as of February 13the date of this Agreement, 2013by and among the Debt Financing Sources named therein and Buyer, among Bank of Americaproviding for debt financing as described therein (together, N.A. (“Bank of America”)including all exhibits, JPMorgan Chase Bank N.A. (“JPMorgan”) schedules and CBI (collectivelyannexes, the “Financing CommitmentDebt Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the lenders party thereto have committed Debt Financing Sources named therein has agreed, severally but not jointly, to lend the amounts set forth therein (the “Financing”) therein, for the purpose of funding financing the transactions contemplated by this Agreement and the Brewery TransactionTransactions. The Buyer Parties have delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained Debt Commitment Letter is 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 full force and effect and constitutes the legally valid valid, binding and binding enforceable obligation of CBI Buyer and, to the Knowledge knowledge of CBIBuyer, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcyterms, insolvencyin each case, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating subject 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 FinancingEnforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing contemplated by the Debt Commitment Letter, other than as expressly the conditions precedent set forth in the Debt Commitment Letter (such conditions precedent, the “Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant Conditions”). (b) As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Buyer or, to the Financing Commitmentknowledge of Buyer, together with available cash on hand any other party thereto, and availability under CBI’s existing credit facilityno such termination, will be sufficient for reduction, withdrawal or rescission is contemplated by Buyer or, to the Buyer Parties knowledge of Buyer, any other party thereto, other than to pay add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Purchase Price hereunder and under Debt Commitment Letter as of the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms date of this Agreement and the Brewery SPAAgreement. As of the date hereofof this Agreement, CBI assuming the conditions set forth in Article VII will be satisfied, Buyer has no reason to believe that (i) any of the Debt Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Debt Financing contemplated by the Debt Commitment Letter will not be available to Buyer on the Closing Date. (c) As of the date of this Agreement, Buyer is not in default or breach under the terms and conditions of the Debt Commitment Letter. As of the date of this Agreement, there are no side letters, understandings or other agreements or arrangements affecting the availability of the full amount of the Debt Financing to which Buyer or any of its Affiliates is a party, other than those set forth in the Debt Commitment Letter and the fee letter related to the Debt Commitment Letter delivered to the Sellers pursuant to Section 5.9(a). Buyer or an Affiliate thereof on its behalf has fully paid in full any and all commitment or other fees and amounts required by the Financing Debt Commitment that are due as Letter to be paid on or prior to the date of this Agreement. (d) Assuming the satisfaction of all of the date hereof. As conditions set forth in Article VII, Buyer will have at the Closing all funds necessary to (i) pay at Closing the payments set forth in Section 2.2(b) and the other payments under Article II when they become due and payable, (ii) pay any and all the fees and expenses required to be paid by Buyer and, following the Closing, the Company in connection with the Transactions, (iii) pay for any refinancing of any outstanding Indebtedness of the date hereofCompany or its Subsidiaries contemplated by the Transactions and (iv) satisfy all of the other payment obligations of Buyer and, following the Closing, the Company contemplated hereunder (collectively, the “Fund Uses”). Buyer Parties have no reason affirms that it is not a condition to believe that CBI and the Closing or to any of its applicable Affiliates will be unable other obligations under this Agreement that Buyer obtains financing for or related 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 hereby.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement (i) Parent or Merger Sub has received 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 accepted an executed definitive Second Amended and Restated Interim Loan Agreement, commitment letter dated as of February 13the date hereof from PNC Bank, 2013, among National Association and PNC Capital Markets and an executed commitment letter dated as of the date hereof from Bank of Of America, N.A. (“Bank of America”)and Mxxxxxx Lynch, JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI Pierce, Fxxxxx & Sxxxx Incorporated (collectively, the “Financing CommitmentDebt Commitment Letters”)) (the arrangers, lenders and/or purchasers party thereto, collectively, the “Lenders”) pursuant to whichwhich the Lenders have agreed, upon subject to the terms and subject to the conditions set forth thereinthereof, the lenders party thereto have committed to lend the amounts set forth therein (the “FinancingDebt Financing Commitments”) for the purpose of funding the transactions ). The debt financing contemplated by the Debt Financing Commitments is collectively referred to in this Agreement as the “Debt Financing.” (ii) Parent has received and accepted the Equity Commitment Letters from the Equity Investors pursuant to which the Equity Investors have agreed, subject to the terms and conditions thereof, to invest in Parent the amounts set forth therein (the “Equity Financing Commitments” and, together with the Debt Financing Commitments, the “Financing Commitments”). The equity committed pursuant to the Equity Commitment Letters is collectively referred to in this Agreement as the “Equity Financing.” The Equity Financing and the Brewery Transaction. The Buyer Parties have Debt Financing are collectively referred to as the “Financing.” Parent has delivered to ABI the Company true, complete and correct copies of the fee letter and engagement letters relating to the Financing executed 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 respectLetters. There are no agreements, side letters or arrangements arrangements, other than the Commitment Letters and the fee letter referenced in each Debt Commitment Letter (each, a “Fee Letter” and together, the “Fee Letters”), to which CBI Parent or any of its Affiliates Merger Sub is a party relating to any of the Financing Commitment Commitments that could affect the availability of the Financing. The Financing Commitment constitutes . (iii) Assuming 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 satisfaction of the terms or conditions set forth in the Financing CommitmentSection 6.01 and Section 6.02, and assuming the accuracy of the representations and warranties except as expressly set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAapplicable Commitment Letter, as of the date hereof, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or the Equity Investors to provide the Equity Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing intended to be funded on the Closing Date. Assuming the satisfaction of the conditions set forth in Sections 6.01 and 6.02, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the Closing Date. (iv) Assuming the satisfaction of the conditions set forth in Section 6.01 and Section 6.02 and the accuracy of the Company’s representations and warranties, the Financing, when funded in accordance with the Commitment Letters, will provide Parent and Merger Sub with cash proceeds on the Closing Date (after netting out applicable fees, expenses, original issue discount and similar premiums and charges payable by Parent or Merger Sub) sufficient for the satisfaction of Parent’s and Merger Sub’s obligations to (a) pay the aggregate Cash Merger Consideration, (b) pay any fees and expenses of or payable by Parent or Merger Sub and/or the Surviving Corporation and its Subsidiaries in connection with the consummation of the Transactions, (c) subject to the terms and conditions set forth in this Agreement, deposit the Montreal Guaranty Amount into the escrow account contemplated by the Montreal Escrow Agreement, and (d) pay all other amounts required to be paid by Parent or Merger Sub on the Closing Date to consummate the Transactions. (v) As of the date hereof, the Commitment Letters are (i) valid and binding obligations of Parent and/or Merger Sub, as applicable, and, to the Knowledge of Parent and Merger Sub, of each of the other parties thereto (subject to the Bankruptcy and Equity Exceptions) and (ii) in full force and effect. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.01 and Section 6.02 and the accuracy of the Company’s representations and warranties, no event has occurred whichthat, with or without notice, lapse of time 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 Parent or Merger Sub under the terms and conditions of the date hereof, no lender has notified CBI of its intention to terminate Commitment Letters. Concurrently with the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding consummation of the full amount of the FinancingTransactions, 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 Parent and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to Merger Sub shall 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 fees or other fees required by to be paid pursuant to the Financing terms of the Commitment that are due Letters. None of the Commitment Letters has been modified, amended or altered as of the date hereof and none of the respective commitments under any of the Commitment Letters have been reduced, withdrawn or rescinded in any respect as of the date hereof. As . (vi) Neither Parent nor Merger Sub 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 date hereofright 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 Buyer Parties have no reason to believe that CBI and any Merger or the other Transactions. (vii) Concurrent with the execution of its applicable Affiliates will be unable to satisfy on this Agreement, Parent has made a timely basis any conditions capital call to the funding of Equity Investors in the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateReverse Termination Fee.

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. (b) Concurrently with the execution of this Agreement, Guarantor has delivered to Seller the duly executed Guaranty. The Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of the Guarantor. No event has occurred which (with or without notice, lapse of time or both) would constitute a default on the part of the Guarantor under the Guaranty.

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 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 Sellers a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated Commitment Letter as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelythe date hereof; provided that, the “Financing Commitment”)economic terms, pursuant to whichincluding any flex provisions, upon in a copy of any fee letter executed in connection with the terms and subject to Commitment Letter delivered hereto may be redacted. As of the conditions set forth thereindate hereof, 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 Letter has not been amended or modified prior to and the date of this Agreement, and, as of the date hereof, the respective obligations and commitments contained in the Financing such Commitment Letter have not been withdrawn, terminated or rescinded rescinded. The Commitment Letter is 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 full force and effect as of the Financing. The Financing Commitment date hereof and constitutes the legally valid and binding obligation obligations of CBI Buyer, and, to the Knowledge of CBIBuyer’s knowledge, the each other parties party thereto, enforceable against such party in accordance with its terms (except terms, except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganizationreorganization or moratorium Laws, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, rights and by general principles of equity affecting the availability of specific performance and other 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 remedies. (b) No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a breach, default or breach on the part of Buyer or, to the knowledge of Buyer, any other party thereto under the Commitment Letter or (B) result in a failure by Buyer to satisfy any condition precedent to the availability of any financing set forth thereinin the Commitment Letter on the Closing Date. As of Except as set forth in the date hereofCommitment Letter, 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 to the obligations of the providers of the Debt Financing under the Commitment Letter to make the full amount of any financing available to Buyer on the terms therein or otherwise related to the funding of the full amount of the Financingfinancing, other than the Closing of the transactions contemplated by this Agreement. Other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentCommitment Letter, 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 has paid in full any and all commitment there are no side letters or other fees required by the Financing Commitment that are due as Contracts between any of the date hereof. As providers of the date hereofDebt Financing and/or their respective Affiliates, on the one hand, and Buyer Parties have no reason and its Affiliates, on the other hand, with respect to believe the Debt Financing (other than any related fee letter) that CBI and could adversely affect (i) the ability of Buyer to satisfy any of its applicable Affiliates will be unable the conditions to satisfy on a timely basis any the Debt Financing or (ii) the availability of the Debt Financing upon the satisfaction (or waiver) of the conditions precedent to the funding of the full amount Debt Financing. (c) Notwithstanding anything in this Agreement to the contrary, Buyer understands, acknowledges and agrees that under the terms of this Agreement, Buyer’s obligation to consummate the Financing, transactions contemplated hereby is not in any way contingent upon or that the Financing will not be available otherwise subject to CBI on the Closing DateBuyer’s consummation of any financing arrangements.

Financial Ability. Each (i) Assuming satisfaction or waiver of the Buyer Parties acknowledges that its obligation conditions to Closing set forth in Section 7.2(a) and Section 7.2(b), the aggregate proceeds of the Financing, to the extent funded in accordance with the terms of the Commitment Letters, will be sufficient to enable Parent to (x) consummate the Merger and the other transactions contemplated by this Agreement and hereby on 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 , including the payment of the aggregate Merger Consideration and all other amounts payable pursuant to ARTICLE IV and (y) pay all related fees and expenses and undertake its other obligations at Closing upon the terms contemplated by this Agreement. (ii) Parent has delivered to ABI the Company a true, correct and complete and correct copy of an executed commitment letter (including, all related fee letters, sponsor support letters and side letters (which fee letters may be customarily redacted to remove the executed definitive Second Amended amounts of any fees, interest rates and Restated Interim Loan Agreementother economic terms that do not affect the conditionality, enforceability or aggregate principal amount of the financing contemplated thereby (“Customary Redactions”)), and all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Parent and dated as of February 13, 2013, among Bank of America, N.A. the date hereof (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectivelyas amended or modified only in accordance with this Section 6.15, the “Financing CommitmentDebt Commitment Letter”) from Royal Bank of Canada (the “Lender”), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders Lender (together with any additional lender who may become party thereto have thereto) has committed to lend the amounts set forth provide Parent with debt financing described therein (the “Debt Financing”). (iii) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have Parent has delivered to ABI true, the Company true and complete and correct copies of executed commitment letters addressed to Parent and dated as of the fee letter date hereof (the “Equity Commitment Letters”), from Pretium Midway Investments, LP, a Delaware limited partnership, APF Holdings III, L.P., a Delaware limited partnership, APF Holdings II, L.P., a Delaware limited partnership, Ares US Real Estate Opportunity Fund III, L.P., a Delaware limited partnership and engagement Ares US Real Estate Opportunity Parallel Fund III-A, L.P., a Delaware limited partnership (the “Equity Investors”), pursuant to which each such Equity Investor has committed to provide cash equity to fund the Merger Consideration in an aggregate amount of not less than $814,851,509 (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (iv) Each of the Equity Commitment Letters is a legal, valid and binding obligation of the parties thereto, is in full force and effect, and is enforceable against the parties thereto in accordance with its terms, subject only to the Bankruptcy and Equity Exception. There are no side letters or other contracts, agreements or understandings to which any of the Equity Investors or Parent or any of their respective Affiliates is a party relating to the Equity Financing other than as expressly set forth in the Equity Commitment (redacted only Letters or as otherwise disclosed to the matters indicated therein)Company on or prior to the date hereof. The Debt Commitment Letter is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the Financing Commitment has not been amended or modified prior other parties thereto, is in full force and effect, and is enforceable against the parties thereto in accordance with their terms, subject only to the Bankruptcy and Equity Exception. As of the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There there are no agreements, side letters or arrangements other contracts, agreements or understandings to which CBI any of the Equity Investors or Parent or any of its Affiliates is a party relating to the Debt 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 Debt Commitment Letters or as otherwise disclosed to the Financing CommitmentCompany on or prior to the date hereof. (v) The Equity Commitment Letters provide, together with available cash on hand and availability under CBI’s existing credit facilitywill continue to provide, will be sufficient for the Buyer Parties subject in each case in all respects to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby conditions set forth therein, that the Company is a third-party beneficiary thereof and is entitled to enforce such Equity Commitment Letter, and that Parent and the Equity Investors party thereto have waived any defenses to the enforceability of such third-party beneficiary rights, in each case in accordance with its terms and subject to the terms limitations set forth herein, including in Section 9.13 (Specific Performance). (vi) (A) Except as expressly set forth in any Equity Investor’s Equity Commitment Letter, there are no conditions precedent to the obligation of such Equity Investor to fund the Equity Financing, (B) as of the date of this Agreement Agreement, except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lender to fund the Debt Financing and (C) there are no contingencies pursuant to any contract, agreement or other understanding relating to the Merger and the Brewery SPAother transactions contemplated by this Agreement to which any of the Equity Investors or Parent or any of their respective Affiliates is a party that would permit the Equity Investors or Lender to, without the consent of Parent, (I) reduce the total committed amount of the Financing or (II) impose any additional condition precedent to the availability of the Financing. (vii) As of the date of this Agreement, (A) the Commitment Letters have not been amended, restated or otherwise modified and (B) the respective commitments set forth in the Commitment Letters have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect. As of the date hereofof this Agreement, CBI no event has paid occurred which would result in full any and all commitment breach by any of the Equity Investors of, or other fees required constitute a default by Parent or Merger Sub under, any term or condition to closing of the Commitment Letters, or otherwise result in any portion of the Financing Commitment that are due as contemplated thereby to be unavailable or delayed (assuming the satisfaction of the date hereofconditions to Closing set forth in Section 7.2(a) and Section 7.2(b)). As of the date hereofof this Agreement, no Debt Financing Source has notified Parent or Merger Sub of its intention to withdraw, rescind or terminate the Buyer Parties have Debt Commitment Letter prior to the Closing Date or not to provide the Debt Financing and, to the Knowledge of Parent, no such withdrawal, rescission or termination is contemplated. Parent (x) 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 of closing to the funding be satisfied by it or any other Parent Party contained in any Commitment Letter and (y) has no reason to believe that any portion of the full amount of Financing required to consummate the Financing, or that Merger and the Financing other transactions contemplated by this Agreement will not be available to CBI Parent or Merger Sub on the Closing Date, including any reason to believe that any Equity Investor or Lender will not perform its respective funding obligations under the Commitment Letter to which such Equity Investor or Lender is party in accordance with its terms and conditions. Parent or Merger Sub has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date of this Agreement.

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 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 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 (i) Sponsor and Merger Sub have available, or as of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and Effective Time will not be subject have available, all funds necessary for payment to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence Paying Agent of the GM Transaction Closing and, in the case aggregate Per Share Cash Consideration and to otherwise satisfy all of the Brewery Transaction, the consummation of the transactions contemplated by their obligations under this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy . (ii) 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, andSponsor has received (i) an executed debt commitment and arrangement letter, dated as of the date hereof, including all exhibits and schedules thereto, dated as of March 6, 2017, and any associated fee letters (the respective commitments contained “Commitment Letter”) from Bank of Montreal, BMO Capital Markets Corp., The Bank of Nova Scotia, Natixis, New York Branch, Natixis Securities Americas LLC, Royal Bank of Canada and RBC Capital Markets (collectively, the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide to TERP Operating LLC the amount of financing set forth in the Commitment Letter (the “Main Debt Financing”) for the Main Financing Purposes and (ii) an engagement letter, dated as of the date hereof (the “Engagement Letter”), from BMO Capital Markets Corp., Natixis Securities Americas LLC, RBC Capital Markets and Scotia Capital (USA) Inc. A true and complete copy of each of the Commitment have Letter and the Engagement Letter has been provided to the Company as of the date hereof. Sponsor has fully paid any and all fees required by such Commitment Letter to be paid on or before the date hereof and payable by Sponsor in accordance with Section 6.15. As of the date hereof, the Commitment Letter is a legal, valid and binding obligation of Sponsor and, to the knowledge of Sponsor, each of the other parties thereto (in each case, subject to the Bankruptcy and Equity Exception, the implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect) and in 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 Sponsor 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 Sponsor. No amendment or modification to, default or failure withdrawal, termination or rescission of, the Commitment Letter is contemplated. Assuming the accuracy of the representations and warranties of the Company contained in this Agreement and the performance by the Company and each of its Subsidiaries of its obligations under this Agreement, the aggregate proceeds contemplated by the Commitment Letter will be sufficient to satisfy effect the repayment, refinancing, redemption, defeasance or other repurchase of (a) the Credit and Guaranty Agreement dated as of January 28, 2015 (as amended, supplemented or otherwise modified from time to time), among, inter alia, TerraForm Power Operating, LLC, as borrower, the guarantors from time to time parties thereto, the lenders form time to time parties thereto, Barclays Bank PLC, as administrative agent, and the other agents, arrangers and bookrunners party thereto, (b) the Credit and Guaranty Agreement dated as of December 15, 2015 (as amended, supplemented or otherwise modified from time to time), among, inter alia, TerraForm Private Operating II, LLC, as borrower, the guarantors from time to time parties thereto, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and the other agents, arrangers and bookrunners parties thereto and (c) the 5.875% Senior Notes due 2023 of TerraForm Power Operating, LLC and the 6.125% Senior Notes due 2025 of TerraForm Power Operating, LLC, and to pay transaction costs and expenses in connection with the foregoing and with the arrangement and syndication of, and the commitments in respect of, the Main Debt Financing (collectively, the “Main Financing Purposes”). Sponsor has not incurred any condition precedent set forth thereinobligation, 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. As of the date hereof, there are no lender has notified CBI fee letters, side letters or other agreements, contracts, arrangements or understandings related to the funding or investing, as applicable of the Main Debt Financing other than as expressly set forth in the Commitment Letter. No other contract between Sponsor or any of its intention to terminate the Financing Commitment or not to provide the Financing. There are no Affiliates and any Lender, contains any conditions precedent or other contingencies (x) related to the funding of the full amount of the Financing, other than as expressly Main Debt Financing or any provisions that could reduce the aggregate amount of the Main Debt Financing set forth in the Financing Commitment. The Commitment Letter or the aggregate proceeds available contemplated by the Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Commitment Letter with respect to be disbursed pursuant to all or any portion of the Financing Commitment, together with available cash on hand Main Debt Financing. Assuming the accuracy of the representations and availability under CBI’s existing credit facility, will be sufficient for warranties of 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 Company contained in accordance with the terms of this Agreement and the Brewery SPA. As performance by the Company and each of its Subsidiaries of its obligations hereunder, as of the date hereof, CBI has paid in full Sponsor 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 the conditions to the Main Debt 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 Main Debt Financing will would not reasonably be expected to be available to CBI on the Company and its Subsidiaries as of and following the Closing Date.

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) Schedule 5.7 sets forth true, accurate and complete copies of (i) executed debt financing commitment letters and correct copy related fee letters (certain terms 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”which not affecting conditionality may be redacted) and CBI (collectively, the “Financing CommitmentDebt Commitment Letters”), pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, the lenders party lender parties thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”), and (ii) an executed equity commitment letter (the Brewery Transaction. The Buyer Parties have delivered “Equity Commitment Letter”), pursuant to ABI truewhich, complete and correct copies of the fee letter and engagement letters relating subject to the Financing Commitment terms and conditions thereof, AEA Investors Fund V LP, a Cayman Islands exempted limited partnership (redacted only as “Sponsor”), has committed subject to the matters indicated thereinterms and conditions thereof to contribute cash to Buyer in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing”), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as . (b) As of the date hereof, each of the respective commitments contained Commitment Letters, in the Financing Commitment have not been withdrawnform so delivered, 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 effect, has not been withdrawn, rescinded withdrawn or terminated or otherwise amended or modified in any respectrespect and is a legal, valid and binding obligation of Buyer and, to Buyer’s knowledge, the other parties thereto enforceable in accordance with their terms, except as may be limited by the Enforceability Exceptions. Except as expressly set forth in the Commitment Letters, there are no such amendment (i) conditions precedent to the respective obligations of the parties that provided the Commitment Letters to fund the full amount of the Debt Financing and Equity Financing, as applicable; or modification is contemplated. Neither CBI nor (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Commitment Letters to which Buyer or any of its Affiliates is in breach of any of a party that would permit the terms parties providing the Commitment Letters or conditions set forth otherwise participating in the Financing Commitment, and assuming to reduce the accuracy total amount of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPAEquity Financing or Debt Financing, as applicable (other than (i) retranching or reallocating the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing and (ii) as such amount may be modified by any “market flex” provisions or similar provisions affecting structure, pricing, maturity, amortization or any other terms), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of the date hereofhereof to the Buyer’s knowledge, (A) 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 breach on the part of Buyer under any term or condition precedent set forth therein. As of the date hereofCommitment Letters, 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 and (B) subject to the funding satisfaction of the full amount of the Financing, other than as expressly conditions 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 ARTICLE VII 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 it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Commitment Letters. Buyer has fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. Subject to the terms and conditions to of this Agreement and as of the date hereof, assuming the funding of the full amount Financing in accordance with the terms and conditions of the Commitment Letters, the aggregate proceeds from the Financing, together with cash on hand, lines of credit and all other funds available to Buyer are sufficient for Buyer to fulfill its obligations under this Agreement, including payment of the Purchase Price and all associated costs and expenses of the Buyer required to be satisfied at the Closing. (c) The Buyer is not, as of the date hereof, aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate or that would cause the Financing will commitments provided in such Commitment Letters to be terminated or ineffective or any of the conditions contained therein not to be available to CBI on the Closing Datemet.

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 (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 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 Notes Financing or Incremental First-Lien Financing. Parent has fully paid any and all commitment fees or other fees required to be paid by the Note Purchase Agreement or the Incremental First-Lien Agreement to be paid on or before the date of this Agreement. The Parent and Merger Sub acknowledge and agree that, subject to Section 9.3(b) and Section 10.8, their respective obligations under this Agreement and the other Transaction Agreements are not conditioned upon or affected by the funding or lack of funding under the Notes Financing or Incremental First-Lien Financing and that it is not a condition precedent set forth therein. As to the Closing that Parent or Merger Sub obtain financing. (b) Parent has, and at the earliest date upon which the conditions to Parent's and Merger Sub's obligations to Close the Transactions shall have been satisfied will have, assuming the consummation of the date hereof, no lender has notified CBI of its intention to terminate Notes Financing and the Incremental First-Lien Financing Commitment or not to provide on 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 terms set forth in the Financing Commitment. The aggregate proceeds Note Purchase Agreement and the Incremental First-Lien Agreement, respectively, immediately available funds, in cash, available lines of credit or other sources of funds, sufficient to be disbursed pursuant to consummate the Financing Commitment, together with available cash on hand Transactions 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 Merger Consideration and all related fees and expenses on the terms contemplated hereby and thereby other amounts payable by Parent or Merger Sub in accordance connection 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 DateTransactions.

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 (a) Purchaser has delivered to Seller and PNM a true, correct and complete copy of an executed financing letter dated June 15, 2015 (including all annexes, exhibits, schedules and other attachments thereto, the “Financing Letter”) from BMO Capital Markets Corp. (collectively, the “Lenders”), relating to the intention of the Buyer Parties acknowledges Lenders to provide the full amount of financing stated therein on the terms contemplated thereby (the “Financing”). Except as set forth in the Financing Letter, there are no conditions precedent to the stated intention of the Lenders to provide the Financing or any contingencies that its obligation would necessarily cause the Lenders to reduce the total amount of the Financing. (b) The Financing, when funded in accordance with the Financing Letter, shall provide Purchaser with cash proceeds on the Closing Date sufficient 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 Purchaser has no reason to ABI a true, complete and correct copy believe that it will be unable to satisfy any term or condition 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 closing 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 be satisfied 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 it in the Financing Commitment have Letter at the Closing; provided that, Purchaser is not been withdrawn, terminated or rescinded in making 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 representation regarding the accuracy of the representations and warranties set forth in Article 4 and performance by ABI III, or the failure of Seller to perform its obligations under hereunder. (c) Immediately preceding the Closing, Purchaser will have an amount in cash sufficient to consummate the transactions contemplated by this Agreement. Purchaser acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, Purchaser’s obligation to consummate the transactions contemplated by this Agreement is not, in any way, conditioned on Purchaser having sufficient funds or the consummation of the Financing in accordance with the Financing Letter. (d) The Financing Letter has not been amended, restated or otherwise modified or waived on or prior to the date of this Agreement and the Brewery SPArespective intentions contained in the Financing Letter have not been withdrawn, as of modified or rescinded on or prior to 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. this Agreement. (e) There are no conditions precedent directly or other contingencies indirectly related to the funding of the full amount of the Financing, Financing other than as expressly set forth in the Financing CommitmentLetter. The aggregate proceeds available to be disbursed pursuant Other than the Financing Letter, there are no other contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing Commitment(except for customary fee letters and engagement letters, together a copy of each of which has been provided to Seller and PNM). (f) (i) No event has occurred that (with available cash on hand and availability under CBI’s existing credit facilityor without notice or lapse of time, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and or both) would constitute a breach or default under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms Financing Letter, (ii) Purchaser is not aware of this Agreement and the Brewery SPA. As any fact, event or other occurrence that makes any of the date hereofrepresentations or warranties of Purchaser in the Financing Letter inaccurate, CBI and (iii) Purchaser has no reason to believe that any of the conditions in the Financing Letter will fail to be timely satisfied or that the full amount of the Financing will not be funded at the Closing. (g) Purchaser has fully paid in full any and all commitment fees or other fees required by the Financing Commitment that are due as terms of the date hereof. As of Financing Letter to be paid on or before 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 Datethis Agreement.

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 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, in each case other than as set forth in the Commitment Letter. (b) Buyer and Merger Sub each affirm that their respective obligations under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or that any other Person’s ability to obtain financing for the Financing will not be available to CBI on consummation of the Closing DateTransactions.

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) 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 a Sellers true, correct and complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementcopies, 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 hereofEquity Commitment Letter from the Sponsors to provide, subject to the respective commitments terms and conditions therein, cash in the aggregate amount to satisfy all of the Purchaser’s obligations hereunder (other than the Seller Note Amount but including payments of any consideration hereunder or any Liabilities or Losses payable pursuant to Section 9.2) (the “Equity Financing”) which provides that the Sellers are a third party beneficiary thereof. (b) The Equity Commitment Letter has not been amended or modified, and the commitment 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 withdrawal, termination, amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms contemplated or conditions set forth in the Financing Commitmentpending, 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 whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As breach on the part of the date hereof, no lender has notified CBI Purchaser or any of its intention respective Affiliates or, to terminate the Knowledge of the Purchaser, any other Person, under any term or condition of the Equity Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment or Letter, the aggregate proceeds contemplated by the Equity Commitment Letter together with the issuance of the Seller Note will be sufficient when funded for Purchaser to make, in full, the payments described in Article 2 and to pay all fees, costs and expenses related to the Equity Financing and the transactions contemplated by this Agreement and the other Ancillary Documents. The Equity Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the Equity Financing and are not subject to provide the Financing. There are no any 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 Commitmenttherein and, 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 has paid are (x) in full any force and all commitment or other fees required by effect and (y) the Financing Commitment that are due as legal, valid, binding and enforceable obligations of the date hereofPurchaser and each of the other parties thereto. As of the date hereof, the Buyer Parties have Purchaser has no reason to believe that CBI and any of its applicable Affiliates will the conditions to the Equity Financing shall not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the funding contemplated in the Equity Financing will shall not be made available to CBI Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement and to the Knowledge of the Purchaser, there are no facts or occurrences existing on the Closing Datedate hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would reasonably be expected to cause the Equity Commitment Letter to be ineffective.

Financial Ability. Each (a) The Acquiror has received an executed commitment letter dated September 14, 2006 (the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Buyer Parties acknowledges that its obligation Lenders to provide the full amount of the debt financing required to consummate the transactions contemplated by this Agreement the Transaction Agreements on the terms contemplated thereby and the Brewery Transaction is not to pay related fees and will not be subject expenses. The debt financing required 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 consummate the transactions contemplated by the Transaction Agreements and to pay related fees and expenses is collectively referred to in this Agreement. Agreement as the “Debt Financing”. (b) The Buyer Parties have delivered to ABI a true, complete and correct copy of the Acquiror has received an executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13September 14, 20132006 (the “Equity Commitment Letter” and, among Bank of Americatogether with the Debt Commitment Letter, N.A. (the “Bank of AmericaCommitment Letters”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI from certain persons (collectively, the “Financing CommitmentEquity Investors”), pursuant to which, upon the terms and subject ) relating to the conditions set forth thereincommitment of the Equity Investors that, taken together with the lenders party thereto have committed Debt Commitment Letter and the Acquiror Shares Purchase Price to lend be received from GE, are sufficient to provide the amounts set forth therein full amount of the cash equity required to deliver the full amount of the cash portion of the Purchase Price at Closing and to pay related fees and expenses. The cash equity required to consummate the transactions contemplated by the Transaction Agreements and to pay related fees and expenses is collectively referred to in this Agreement as the “Cash Equity” (the Cash Equity, together with the Debt Financing, is collectively referred to as 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 Complete and correct copies of the fee letter and engagement letters relating executed Commitment Letters are attached as Section 4.07 of the Acquiror Disclosure Schedule. (c) Except as set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Financing Commitment or that would permit the Lenders or the Equity Investors to reduce the total amount of the Financing. (redacted only as d) Subject to the matters indicated therein)its terms and conditions, the Financing Financing, if funded in accordance with the Commitment has not been amended or modified prior Letters, would provide the Acquiror with acquisition financing on the Closing Date sufficient to consummate the transactions contemplated by the Transaction Agreements on the terms contemplated thereby and to pay related fees and expenses. (e) As of the date of this Agreement, and, as to the best knowledge of the date hereofAcquiror, the respective commitments contained in the Financing Commitment have not been withdrawnLetters are valid, 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 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 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 whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute a breach, default or breach or a failure to satisfy any a condition precedent set forth thereinon the part of the Acquiror under the terms and conditions of the Commitment Letters, other than any such default, breach or failure that has been waived by the Lenders or the applicable Equity Investor, as the case may be, or otherwise cured in a timely manner by the Acquiror to the satisfaction of the Lenders or such Equity Investor, as the case may be. 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 Agreement, the Brewery SPA. As of the date hereof, CBI Acquiror has paid in full any and all commitment fees or other fees required by to be paid pursuant to the Financing Commitment that are due as terms of the date hereof. As of Commitment Letters on or before 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 Datethis Agreement.

Financial Ability. Each (a) Concurrently with the execution of this Agreement, each Guarantor has delivered to Seller a duly executed counterpart to the Guarantee. The Guarantee is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of each Guarantor. No event has occurred which (with or without notice, lapse of time or both) would constitute a default on the part of any Guarantor under the Guarantee. (b) 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 Purchaser has received (i) an executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13, 2013the date hereof, among Bank of AmericaPurchaser, N.A. each Guarantor and the other parties thereto (“Bank of America”)including all exhibits, JPMorgan Chase Bank N.A. (“JPMorgan”) schedules, annexes and CBI (collectivelyamendments thereto, the “Financing CommitmentEquity Commitment Letter”), pursuant ) to whichprovide, upon the terms and subject to the conditions set forth therein, to Purchaser the lenders party thereto have committed to lend the amounts amount of equity financing set forth therein (the “Equity Financing”), which Equity Commitment Letter provides that Seller is a third-party beneficiary thereto, and (ii) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI truean executed debt commitment letter, complete and correct copies dated as of the date hereof (including all exhibits, schedules and annexes thereto and any associated fee letter letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), from JPMorgan Chase Bank, N.A. (individually, a “Lender” and engagement letters relating collectively, the “Lenders”), pursuant to which the Lenders have committed, upon the terms and subject to the conditions set forth therein, to provide to Purchaser the amount of debt financing set forth therein (the “Debt Financing” and, together with the Equity Financing and any commitments to provide any Second Lien Giveaway and/or any Replacement Commitment Facility (redacted only each as to defined in the matters indicated thereinDebt Commitment Letter dated as of the date hereof), the “Financing”), in each case, solely for the Financing Purposes. A true and complete copy of each executed Commitment Letter has not been previously provided to Seller. None of the Commitment Letters has been amended or modified in any manner prior to the date of this Agreement. Purchaser has fully paid, andor caused to be fully paid, as of any and all commitment fees or other fees required by such Commitment Letters that are due and payable on or prior to the date hereof. Each Commitment Letter is in full force and effect and (A) to the Knowledge of Purchaser, is a legal, valid, binding and enforceable obligation of each financial institution that is a party thereto to provide the respective commitments contained in financing described therein (except as enforcement thereof may be limited by the Financing Commitment have Remedies Exception), and (B) 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 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 As of the date hereof, assuming that each of the conditions set forth in Section 9.02 is satisfied at the Closing, no event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a breachbreach or default thereunder on the part of Purchaser or, default or failure to satisfy the Knowledge of Purchaser, any condition precedent set forth thereinother party thereto under any of the Commitment Letters. As of the date hereof, (1) no lender amendment or modification to, or withdrawal, termination or rescission of, any Commitment Letter is currently contemplated (other than, in the case of the Debt Commitment Letter, any customary modification or amendment solely to join additional lenders to the Debt Commitment Letter as contemplated thereunder, which joinders, individually and in the aggregate, could not reasonably be expected to prevent, impede or delay the consummation of the Transaction) by Purchaser or Holding Corp. or to the Knowledge of Purchaser, any other party thereto and (2) and Purchaser has notified CBI no reason to believe, assuming that each of the conditions set forth in Section 9.02 is satisfied at the Closing, that it or, to the Knowledge of Purchaser, any other party thereto, will be unable to satisfy on a timely basis any term of the Commitment Letters. Assuming the Financing is funded in accordance with the conditions set forth in the Commitment Letters and assuming that each of the conditions set forth in Section 9.02 is satisfied at Closing, as of the date hereof, Purchaser will have sufficient available funds to complete the Transaction, and to satisfy all of the obligations of Purchaser under this Agreement, including (I) paying the Closing Payment at Closing, and (II) paying all related fees and expenses (collectively, the “Financing Purposes”). Except for (x) the fee letter referred to in the Debt Commitment Letter (a complete copy of which fee letter has been provided to Seller, with only fee amounts, flex provisions, pricing terms, pricing caps and certain other economic terms redacted), and (y) customary engagement letters or non-disclosure or non-reliance agreements which do not impact the conditionality or aggregate amount of the Financing, as of the date hereof, there are no side letters or other Contracts or understandings related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the applicable Commitment Letters. Neither the fee letter referred to in the Debt Commitment Letter nor any other Contract between the Guarantor or Lenders, on the one hand, and Purchaser 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 (a) related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter or the aggregate proceeds contemplated by any Commitment Letter or (b) that could otherwise adversely affect the conditionality, enforceability, remedies or availability of any Commitment Letter with respect to all or any portion of the Financing, in each case, 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 SPAConditions. As of the date hereof, CBI assuming the satisfaction of the conditions of the Closing set forth in Section 9.02, Purchaser has paid in full no reason to believe that any and all commitment or other fees required by of the conditions to the Financing would not reasonably be expected to be satisfied on a timely basis or that the Financing would not reasonably be expected to be available to Purchaser on the date on which the Closing should occur pursuant to Section 2.02. With respect to any commitment letter (including all exhibits, schedules and annexes thereto and any associated fee letter) governing any Replacement Commitment that are due Facility (as defined in the Debt Commitment Letter dated as of the date hereof. As of ) (the date hereof“Replacement Facility Commitment Letter”), the Buyer Parties have no reason to believe parties hereto agree that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions upon delivery to the funding Seller of a fully executed version thereof, the full amount Replacement Facility Commitment Letter shall be deemed a “Debt Commitment Letter” hereunder and Purchaser shall be deemed to, as of such date of delivery, make the Financing, or that same representations and agree to the Financing will not be available same covenants contained herein with respect to CBI on the Closing DateDebt Commitment Letter regarding such Replacement Facility Commitment Letter.

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 (a) Subject to Section 5.06(f), the Acquiror has sufficient funds available to it, and (subject only to Closing) will have sufficient funds available to it under the financing agreements (the “Financing Agreements”) entered into to finance the Purchase Price, to pay when required by the Transaction Agreements, all amounts payable by it or any of its Affiliates under or as contemplated by the Transaction Agreements, including payment of the Buyer Parties acknowledges that its obligation Purchase Price together with any fees and expenses to consummate be borne by the transactions contemplated by this Agreement and Acquiror in accordance with 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 Agreements (collectively, the “Required Amount”). The financing under the Financing CommitmentAgreements to finance the Required Amount is collectively referred to in this Agreement as the “Debt Financing”. (b) The Acquiror has, prior to the execution of this Agreement, delivered to RAI true and complete copies of the Financing Agreements (redacted as necessary to address reasonable confidentiality concerns but only to the extent that any such redaction is not directly or indirectly in respect of any provision which relates to the commitment to provide the Debt Financing), pursuant to whichwhich the Acquiror will have sufficient funds to pay when required by the Transaction Agreements the Required Amount. (c) The Financing Agreements are in full force and effect and constitute legal, upon valid and binding obligations of each of the terms and subject parties thereto (in the case of parties other than Affiliates of the Acquiror, so far as the Acquiror is aware). (d) The Financing Agreements in the form delivered to RAI have not been amended or modified: (i) in a manner which would reduce the conditions aggregate amount of the Debt Financing set forth thereinin the Financing Agreements below the Required Amount; or (ii) in a manner otherwise likely to prevent or impair or delay the Closing or the date on which the Debt Financing would otherwise be obtained, 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 Acquiror will promptly deliver true and correct copies of the fee letter and engagement letters relating any amendment, replacement, supplement or modification to the Financing Commitment Agreements to RAI and Lorillard, if they are amended, modified, replaced or supplemented in any respect that would have an effect specified in (redacted only as i) or (ii) above. (e) Except to the matters indicated therein)extent refinanced on a dollar-for-dollar basis through issues of debt for cash by Affiliates of the Acquiror, the commitments available to finance the Required Amount contained in the Financing Commitment has Agreements have not been amended or modified prior to as of the date of this Agreement, and, Agreement been and as of the date hereof, the respective commitments contained in the Financing Commitment Closing will not have not been withdrawn, terminated or rescinded in any respect. . (f) There are no agreements, side letters or arrangements conditions to which CBI the Acquiror’s or any of its Affiliates is a party relating Affiliates’ ability to borrow under the Financing Commitment that could affect Agreements and to pay when required the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI andRequired Amount, other than: (i) any conditions precedent 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 Closing under this Agreement and Agreement; (ii) 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 Agreements; and (iii) any other conditions that have been satisfied on the date of this Agreement and will remain satisfied at Closing. (g) Each warranty, representation, covenant and obligation of the Acquiror or any of its Affiliates made, given or undertaken in or pursuant to the Financing CommitmentAgreements, together the breach of or non-compliance with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for which would limit or prevent the Buyer Parties borrowing of funds to pay finance the Purchase Price hereunder and payment of the Required Amount 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 Financing Agreements and the Brewery SPA. As use of the date hereof, CBI has paid in full any and all commitment or other fees such portion thereof as may be required by the Acquiror to enable it to consummate the Closing and to perform its other obligations under the Transaction Agreements, has not been breached and will not at Closing be breached in any respect which would limit or prevent the borrowing of funds under the Financing Commitment that are due Agreements as at Closing and the use of such portion thereof as may be required by the date hereof. As of Acquiror to enable it to consummate the date hereoftransactions contemplated by, and to perform its other obligations under, the Buyer Parties have Transaction Agreements. (h) The Acquiror has no reason to believe that CBI and it or any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions warranty, covenant or obligation prior to or on Closing to be satisfied by the Acquiror or the Affiliates of the Acquiror contained in the Financing Agreements, the non-satisfaction of which would limit, delay or prevent the borrowing of funds under the Financing Agreements to finance the Required Amount, and the Acquiror undertakes that if it becomes aware of any such reason prior to the funding Closing, it will promptly notify the Sellers of the full amount same. (i) As of the Financing, date of this Agreement there are no outstanding borrowings under or that pursuant to the Existing Facilities Agreement (as such term is defined in the original form of the Financing Agreements) and at or prior to the Closing, there will not be available to CBI on any such outstanding borrowings by the Closing DateAcquiror or any of its Affiliates thereunder.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation (a) Purchaser has received, accepted and agreed to consummate the transactions contemplated by this Agreement (i) one or more valid 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 binding commitment letters from certain lenders (collectively, the “Financing Commitment”"DEBT FINANCING COMMITMENT LETTER"), pursuant committing them to whichprovide to Purchaser (or Affiliates of Purchaser) debt financing for the transactions contemplated hereby, 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 (such debt financing, the “Financing”"DEBT FINANCING") and (ii) valid and binding commitment letter from certain Affiliates of Parent (the "EQUITY FINANCING COMMITMENT LETTER"), committing them to provide to Purchaser equity financing for the purpose of funding the transactions contemplated by this Agreement hereby, subject to the terms and conditions set forth therein (such equity financing, the Brewery Transaction"EQUITY FINANCING" and together with the Debt Financing, the "FINANCING"). The Buyer Parties have delivered to ABI true, True and complete and correct copies of the fee letter and engagement letters relating to the executed Debt Financing Commitment (redacted only as to Letter and the matters indicated therein), the Equity Financing Commitment has not Letter have been amended delivered to Seller on or modified prior to the date of this Agreement, and, as hereof. (b) As of the date hereof, the respective commitments contained in the Debt 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 Letter and the Equity Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, Letter delivered 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 Seller are in full force and effect and has are not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, subject to the execution and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach delivery of any other Contracts. (c) The aggregate proceeds of the terms or conditions set forth in Financing will be sufficient to pay the Financing CommitmentPurchase Price, the Transfer Taxes payable pursuant to Section 2.03 and assuming all fees and expenses required to be paid as a condition to the accuracy consummation 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 Financing. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachan event of default on the part of Parent or Purchaser under the Equity Financing Commitment Letter or the Debt Financing Commitment Letter that has not been waived or remedied to the satisfaction of the lenders under the Debt Financing Commitment Letter, default or failure to satisfy any condition precedent set forth therein. As within 30 days of the date hereof, no lender of occurrence of such event of default. Parent 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 fully paid in full any and all commitment fees or other fees on the dates and to the extent required by the Equity Financing Commitment that are due as of Letter and 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 Debt Financing will not be available to CBI on the Closing DateCommitment Letter.

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) On or prior 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 has delivered to ABI a Sellers true, complete and correct copy of a fully executed debt commitment letter, together with any related fee letter (with only the executed definitive Second Amended fee amount, economic flex and Restated Interim Loan Agreementcertain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Debt Commitment Letter or reduce the aggregate principal amount of the debt financing contemplated thereunder (the “Debt Financing”))), dated as of February 13the date of this Agreement, 2013by and among the Debt Financing Sources named therein and Buyer, among Bank of Americaproviding for debt financing as described therein (together, N.A. (“Bank of America”)including all exhibits, JPMorgan Chase Bank N.A. (“JPMorgan”) schedules and CBI (collectivelyannexes, the “Financing CommitmentDebt Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the lenders party thereto have committed Debt Financing Sources named therein has agreed, severally but not jointly, to lend the amounts set forth therein (the “Financing”) therein, for the purpose of funding financing the transactions contemplated by this Agreement and the Brewery TransactionTransactions. The Buyer Parties have delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained Debt Commitment Letter is 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 full force and effect and constitutes the legally valid valid, binding and binding enforceable obligation of CBI Buyer and, to the Knowledge knowledge of CBIBuyer, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcyterms, insolvencyin each case, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating subject 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 FinancingEnforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing contemplated by the Debt Commitment Letter, other than as expressly the conditions precedent set forth in the Debt Commitment Letter (such conditions precedent, the “Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant Conditions”). (b) As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Buyer or, to the Financing Commitmentknowledge of Buyer, together with available cash on hand any other party thereto, and availability under CBI’s existing credit facilityno such termination, will be sufficient for reduction, withdrawal or rescission is contemplated by Buyer or, to the Buyer Parties knowledge of Buyer, any other party thereto, other than to pay add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Purchase Price hereunder and under Debt Commitment Letter as of the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms date of this Agreement and the Brewery SPAAgreement. As of the date hereofof this Agreement, CBI assuming the conditions set forth in Article VII will be satisfied, Buyer has no reason to believe that (i) any of the Debt Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Debt Financing contemplated by the Debt Commitment Letter will not be available to Buyer on the Closing Date. (c) As of the date of this Agreement, Buyer is not in default or breach under the terms and conditions of the Debt Commitment Letter. As of the date of this Agreement, there are no side letters, understandings or other agreements or arrangements affecting the availability of the full amount of the Debt Financing to which Buyer or any of its Affiliates is a party, other than those set forth in the Debt Commitment Letter and the fee letter related to the Debt Commitment Letter delivered to the Sellers pursuant to Section 5.8(a). Buyer or an Affiliate thereof on its behalf has fully paid in full any and all commitment or other fees and amounts required by the Financing Debt Commitment that are due as Letter to be paid on or prior to the date of this Agreement. (d) Assuming the satisfaction of all of the date hereof. As conditions set forth in Article VII, the Buyers will have at the Closing all funds necessary to (i) pay at Closing the payments set forth in Section 2.2b) and the other payments under Article II when they become due and payable, (ii) pay any and all the fees and expenses required to be paid by the Buyers and, following the Closing, the Company Entities in connection with the Transactions, (iii) pay for any refinancing of any outstanding Indebtedness of any Company Entity contemplated by the Transactions and (iv) satisfy all of the date hereofother payment obligations of the Buyers and, following the Closing, the Buyer Parties have no reason Company Entities contemplated hereunder. The Buyers affirm that it is not a condition to believe that CBI and the Closing or to any of its applicable Affiliates will be unable other obligations under this Agreement that the Buyers obtain financing for or related 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 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 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 (a) Ultimate Parent has delivered to ABI Company a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementaccurate copy, 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, andof an executed and legally binding commitment letter, dated as of the date hereofof this Agreement, from lenders (the “Debt Commitment Letter”) to provide, subject to the terms and conditions therein, debt financing (being collectively referred to as the “Financing”) in an aggregate amount sufficient to consummate the Closing on the terms contemplated by this Agreement (including, without limitation, to pay the Total Consideration, in such amounts and at such times as it is and becomes due). (b) As of the date of this Agreement, the respective commitments contained in the Financing Debt Commitment have Letter has not been withdrawn, terminated terminated, amended, supplemented or otherwise modified, and the commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. There are no agreementsThe Debt Commitment Letter, side letters or arrangements in the form so delivered to which CBI or any Company on the date 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 andthis Agreement, to the Knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitutes a legal, rescinded or terminated or otherwise amended or modified in any respectvalid and binding obligation of Ultimate Parent 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 Ultimate Parent, 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 Financingother parties thereto. 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 CommitmentDebt Commitment Letter. The Subject to the conditions set forth in the Debt Commitment Letter, the aggregate proceeds available to be disbursed pursuant to of the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, contemplated by the Debt Commitment Letter will be sufficient for to enable Ultimate Parent to consummate the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses Closing on the terms contemplated hereby and thereby in accordance with the terms of by this Agreement (including, without limitation, to pay the Total Consideration, in such amounts and the Brewery SPAat such times as it is and becomes due) and to pay all fees and expenses associated therewith. As of the date hereofof this Agreement, CBI no event has paid occurred which, with or without notice, lapse of time or both, could or could reasonably be expected to constitute a default or breach on the part of Ultimate Parent or to the knowledge of Ultimate Parent, any other parties thereto under any term or condition of the Debt Commitment Letter or result in full a failure of a condition under the Debt Commitment Letter, or otherwise result in any and all commitment or other fees required by portion of the Financing Commitment that are due as of the date hereofthereunder to be unavailable. As of the date hereofof this Agreement, the Buyer Parties have no neither Parent nor Ultimate Parent has 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 Ultimate Parent on the Closing Date. As of the date of this Agreement there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Commitment Letters and delivered to Company prior to the date of this Agreement. Ultimate Parent has fully paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date of this Agreement in connection with the Debt Commitment Letter.

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 breach on the part of Parent or Merger Subsidiary under the Commitment Letter. Each of Parent and Merger Subsidiary acknowledges that its obligations set forth thereinin this Agreement are not contingent upon any Person’s ability to obtain or have at the 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 performed by either of them. (b) Concurrently with the execution of this Agreement, Parent has delivered to the Company the Limited Guaranty executed by the Guarantor. The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Guarantor, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under such Limited Guaranty. (c) Concurrently with the execution of this Agreement, Parent has delivered to the Company a true and correct fully executed copy of a commitment letter from Guarantor providing for equity financing in the amount set forth therein (the “Equity Commitment Letter”). As of the date hereof, the Equity Commitment Letter has not been amended or modified, no lender has notified CBI of its intention to terminate such amendment or modification is contemplated, and the Financing Commitment or not commitment to provide the Financingfunding contained in such letter has not been withdrawn or rescinded in any respect. The Equity Commitment Letter is the valid, binding and enforceable obligation of Guarantor, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent or other contingencies related to the funding of under the full amount of the Financing, other than Equity Commitment Letter except as expressly set forth therein. (d) Notwithstanding anything to the contrary contained herein, the Company and Parent agree that a breach of this Section 5.06 shall not result in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant failure of a condition precedent to the Financing CommitmentCompany’s obligations under this Agreement, together with available cash on hand if (notwithstanding such breach) Parent and availability under CBI’s existing credit facility, will be sufficient for Merger Subsidiary are willing and able 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 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 Merger on the Closing Date.

Financial Ability. Each of the Buyer Parties acknowledges that its obligation (a) Purchaser has received, accepted and agreed to consummate the transactions contemplated by this Agreement (i) one or more valid 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 binding commitment letters from certain lenders (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant committing them to whichprovide to Purchaser (or Affiliates of Purchaser) debt financing for the transactions contemplated hereby, 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 (such debt financing, the “FinancingDebt Financing ”) and (ii) valid and binding commitment letter from certain Affiliates of Parent (the “Equity Financing Commitment Letter”), committing them to provide to Purchaser equity financing for the purpose of funding the transactions contemplated by this Agreement hereby, subject to the terms and conditions set forth therein (such equity financing, the Brewery Transaction“Equity Financing ” and together with the Debt Financing, the “Financing ”). The Buyer Parties have delivered to ABI true, True and complete and correct copies of the fee letter and engagement letters relating to the executed Debt Financing Commitment (redacted only as to Letter and the matters indicated therein), the Equity Financing Commitment has not Letter have been amended delivered to Seller on or modified prior to the date of this Agreement, and, as hereof. (b) As of the date hereof, the respective commitments contained in the Debt 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 Letter and the Equity Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, Letter delivered 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 Seller are in full force and effect and has are not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, subject to the execution and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach delivery of any other Contracts. (c) The aggregate proceeds of the terms or conditions set forth in Financing will be sufficient to pay the Financing CommitmentPurchase Price, the Transfer Taxes payable pursuant to Section 2.03 and assuming all fees and expenses required to be paid as a condition to the accuracy consummation 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 Financing. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachan event of default on the part of Parent or Purchaser under the Equity Financing Commitment Letter or the Debt Financing Commitment Letter that has not been waived or remedied to the satisfaction of the lenders under the Debt Financing Commitment Letter, default or failure to satisfy any condition precedent set forth therein. As within 30 days of the date hereof, no lender of occurrence of such event of default. Parent 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 fully paid in full any and all commitment fees or other fees on the dates and to the extent required by the Equity Financing Commitment that are due as of Letter and 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 Debt Financing will not be available to CBI on the Closing DateCommitment Letter.

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 (a) As of the Buyer Parties acknowledges that its obligation to consummate date of this Agreement, Monocle has received an executed debt commitment letter dated the transactions contemplated by date of 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. (“JPMorganDebt Commitment Letter”) and CBI (collectivelyfrom Wxxxx Fargo Bank, the “Financing Commitment”)N.A., pursuant to whichwhich the Debt Financing Sources have committed, upon on the terms and subject to (and only to) the conditions set forth therein, to provide to Monocle the lenders party thereto have committed to lend Debt Financing in the amounts aggregate amount set forth therein (in the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery TransactionDebt Commitment Letter. The Buyer Parties have delivered to ABI A true, correct and complete and correct copies copy of the Debt Commitment Letter and each fee letter and engagement letters relating related to the Financing Debt Commitment (redacted only as Letter, to the matters indicated therein)extent applicable, the Financing Commitment has not been amended or modified prior to as in effect on the date of this Agreement, and, as has been provided to the Company. (b) Monocle has fully paid any and all commitment or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. 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 in full force and effect, enforceable against Monocle and, to the Knowledge knowledge of CBIMonocle, the against 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). 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 principles 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 Financingequity. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth under the Section titled “Conditions” in the Financing Commitment. The aggregate proceeds available Debt Commitment Letter, and as of the date hereof, none of the Monocle Parties is aware of any circumstance or condition that would reasonably be expected to be disbursed pursuant result in any of the conditions to the Financing Commitment, together with not being satisfied or the Financing not being available cash on hand and availability under CBI’s existing credit facility, will be sufficient for to the Buyer Monocle 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 Closing Date. (c) As of the date hereof, none of the respective commitments contained in accordance with the terms of this Agreement and the Brewery SPADebt Commitment Letter has been withdrawn or rescinded in any respect. As of the date hereof, CBI neither Monocle nor any of its Affiliates has paid in full entered into any and all commitment agreement, side letter or other fees required by arrangement relating to the Financing or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment that are due as of Letter (and any fee letter related to the date hereofDebt Commitment Letter). As of the date hereof, the Buyer Parties have no reason to believe that CBI and financing source has notified Monocle or any of its applicable Affiliates will be unable of such financing source’s intention to satisfy on a timely basis terminate or withdraw any conditions to the funding of the full amount of the Debt Financing, or that the Financing will not be available to CBI on the Closing Date.