Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H") has reviewed and analyzed the Phase I Environmental Site Assessment ("Phase I ESA") prepared by TerraVerde Environmental Consulting LLC ("TerraVerde") for the McKeesport Main Plant (the "Property" or "Site"), located at 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132. The McKeesport Main Plant serves as the headquarters and primary manufactu

II. PROPERTY DESCRIPTION A. Site Identification and Ownership The McKeesport Main Plant is located at 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132, within Allegheny County, Pennsylvania. The property is identified in the Allegheny County real property records under Parcel Identification Number 0383-M-00125-0000-00. The total acreage of the property is approximately 14.3 acres. The property is currently o

III. SCOPE OF THE PHASE I ESA TerraVerde conducted the Phase I ESA in conformance with the requirements of ASTM E1527-21, which defines "good commercial and customary practice" for environmental site assessments of commercial real estate. Adherence to the ASTM Standard is significant because it establishes the framework for a purchaser to qualify for the "innocent landowner," "contiguous property owner," and "bona fi

IV. HISTORICAL USE AND ENVIRONMENTAL BACKGROUND A. Pre-1987 Use (Keystone Metalworks Era) The McKeesport property was operated as a steel fabrication facility by Keystone Metalworks prior to ACC's acquisition of the property in 1987. Keystone Metalworks is now defunct, and limited documentation of its operations, chemical use, and environmental practices has been located during the Phase I ESA process. Based on the i

V. IDENTIFIED RECOGNIZED ENVIRONMENTAL CONDITIONS (RECs) Under the ASTM Standard, a Recognized Environmental Condition is defined as "the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property: (1) due to a release to the environment; (2) under conditions indicative of a release to the environment; or (3) under conditions that pose a material threat of a future release

1. Description of Condition. During the site reconnaissance conducted on August 8–9, 2022, TerraVerde documented elevated VOC readings in indoor air within Building C, the mixing and blending building located above or proximate to the former UST field. Specifically, the field team utilized a handheld photoionization detector ("PID") equipped with a 10.6 eV lamp to screen for the presence of VOCs in the indoor air env

2. Basis for REC Classification. TerraVerde's classification of this condition as a REC is well-supported by the following considerations, which C&H has independently evaluated and concurs with: First, while the 2001 NFA letter issued by PA DEP addressed soil contamination under the Statewide Health Standard, it expressly did not evaluate or make any determination regarding groundwater conditions or soil vapor condit

3. Legal and Regulatory Significance. The potential vapor intrusion condition identified in REC-1 carries significant legal and regulatory implications for the Transaction, which C&H summarizes as follows: PA DEP Act 2 Liability Protection. The 2001 NFA letter provides liability protection under Act 2 for the attested media (soils) at the specified cleanup standard (Statewide Health Standard) only. The NFA letter doe

4. Recommendation. C&H recommends that a Phase II Environmental Site Assessment be conducted at the McKeesport facility to investigate and characterize REC-1. The recommended scope of work for the Building C / former UST field area is detailed in Section VIII.A.1 below. In summary, the Phase II investigation should include: • Sub-slab soil gas sampling beneath Building C at multiple locations (including the mixing ar

1. Description of Condition. During the site reconnaissance conducted on August 8–9, 2022, TerraVerde observed visible environmental indicators of a potential release along the eastern property boundary of the McKeesport facility. Specifically, TerraVerde documented the following conditions: • Soil staining. Visible staining was observed on exposed soil surfaces along the eastern property boundary. The staining appea

2. Basis for REC Classification. TerraVerde's classification of this condition as a REC is supported by the following considerations: The combination of visible soil staining, stressed vegetation, inadequate containment infrastructure, and the presence of an unlined drainage channel providing a direct off-site migration pathway constitutes a reasonable basis to suspect a release or threatened release of hazardous sub

3. Legal and Regulatory Significance. REC-2 presents several categories of legal and regulatory risk that are relevant to the Transaction: PA DEP Act 2 Remediation Obligations. If the Phase II investigation confirms that soil or groundwater contamination is present in the drum storage area and along the eastern property boundary, the condition could trigger an obligation to file a notice with PA DEP under Act 2 and t

4. Recommendation. C&H recommends that a Phase II Environmental Site Assessment be conducted to investigate and characterize REC-2. The recommended scope of work for the eastern property boundary / drum storage area is detailed in Section VIII.A.2 below. In summary, the Phase II investigation should include: • Soil borings along the eastern boundary in the area of observed staining and stressed vegetation (a minimum

VI. IDENTIFIED HISTORICAL RECOGNIZED ENVIRONMENTAL CONDITION (HREC) A. HREC-1: 1994 Act 2 Release — Former Underground Storage Tanks

1. Description. As discussed in detail in Section IV.B above, the removal of three 10,000-gallon underground storage tanks from the McKeesport property in 1993 resulted in the identification of petroleum-contaminated soils in the former UST field area. The contamination was reported to PA DEP, and an Act 2 filing was opened in 1994. ACC conducted investigation and remediation activities under the Statewide Health Sta

2. ASTM Classification. TerraVerde classified the 1994 Act 2 release as a Historical Recognized Environmental Condition ("HREC") under ASTM E1527-21. The ASTM Standard defines an HREC as "a past release of any hazardous substances or petroleum products that has occurred in connection with the property and has been addressed to the satisfaction of the applicable regulatory authority or meeting unrestricted use criteri

3. Legal Analysis. The 2001 NFA letter provides Act 2 liability protection for the specific media and cleanup standard addressed in the filing. Under Act 2, a person who has demonstrated attainment of a cleanup standard at a site is released from further liability for remediation of contamination identified in the Act 2 filing, subject to certain conditions and limitations. This protection runs with the land and bene

VII. ADDITIONAL ENVIRONMENTAL CONDITIONS NOTED In addition to the two RECs and one HREC discussed above, TerraVerde's Phase I ESA noted several additional environmental conditions at the McKeesport facility that, while not classified as RECs under the ASTM Standard, are relevant to the Transaction from a risk allocation, post-closing capital planning, and regulatory compliance perspective. C&H summarizes these condit