Contract analysis

I. Purpose and Scope This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of federal Clean Air Act ("CAA") and applicable state air quality compliance across all four operating facilities of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target") in connection with the proposed acquisition of one hundred percent (100%) of ACC's outstanding common stock by Crestline Packaging Solutions LLC ("Crestli

1. McKeesport Main Plant — 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132 (Allegheny County). This is ACC's corporate headquarters and primary manufacturing facility, where solvent-based coatings, epoxy coatings, and related chemical products are produced.

2. Charleroi Specialty Coatings Plant — 450 Industrial Park Road, Charleroi, Pennsylvania 15022 (Washington County). This is a secondary manufacturing facility focused on water-based and UV-curable coating production.

3. Clarksburg Resin Blending Facility — 1875 Route 50 West, Clarksburg, West Virginia 26301 (Harrison County). This is a leased facility used for resin receipt, blending, and redistribution operations.

4. Weirton Warehouse & Distribution Center — 600 Commerce Way, Weirton, West Virginia 26062 (Hancock County). This is a leased warehouse and distribution facility with no manufacturing operations and no air emission sources. With respect to the Weirton facility, because it functions exclusively as a finished goods warehouse and distribution center with no manufacturing operations, no process-related air emission sour

II. Regulatory Framework Summary A. Federal Clean Air Act Overview The federal Clean Air Act, as amended (42 U.S.C. § 7401 et seq.), is the principal federal statute governing air pollution control in the United States. The CAA establishes a comprehensive regulatory framework that operates through a combination of federal standards and state implementation plans. The statute and its implementing regulations address a

III. Facility-by-Facility Analysis A. McKeesport Main Plant — 2200 Iron Works Boulevard, McKeesport, PA 15132

1. Facility Description and Emission Sources. The McKeesport Main Plant serves as ACC's corporate headquarters and primary manufacturing facility. The property is identified as Parcel ID 0383-M-00125-0000-00 and encompasses approximately 14.3 acres, including approximately 185,000 square feet of manufacturing space and approximately 12,000 square feet of office and administrative space. The facility has been in conti

2. Major Source Classification. ACC's McKeesport facility is classified as a major source of HAPs under Section 112 of the CAA. This classification is the single most significant air quality regulatory characteristic of the McKeesport facility and has substantial implications for Crestline's ongoing compliance obligations post-closing. Based on C&H's review of the 2021 emission inventory submitted by ACC to PA DEP, t

3. Title V Operating Permit. The McKeesport facility holds Title V Operating Permit No. TV-0383-0125, issued by the PA DEP Southwest Regional Office. The key permit parameters are as follows: • Permit Number: TV-0383-0125 • Issued: June 1, 2019 • Expiration: May 31, 2024 • Issuing Agency: PA DEP, Southwest Regional Office • Permit Type: Title V Operating Permit (major source) The Title V permit consolidates all appli

4. Pending Permit Modification — Thermal Oxidizer on Line 4. In addition to the existing Title V permit, ACC submitted a permit modification application to PA DEP in March 2022 for the installation of a new thermal oxidizer on Line 4. Line 4 is currently an uncontrolled or partially controlled solvent coating production line — unlike Lines 1, 2, and 3, which are served by dedicated thermal oxidizers, Line 4 relies on

5. MACT Compliance. As a major source of HAPs, the McKeesport facility is subject to MACT standards promulgated under Section 112 of the CAA. Based on the nature of ACC's operations at McKeesport — which involve the manufacturing of coatings using organic solvents and HAP-containing materials — the applicable MACT standard is 40 CFR Part 63, Subpart HHHHH — National Emission Standards for Hazardous Air Pollutants: Mi

6. Compliance History and Enforcement. C&H conducted a review of ACC's compliance history at the McKeesport facility, covering the most recent ten-year period. This review encompassed ACC's own records made available in the data room, publicly available PA DEP compliance and enforcement records, and the TerraVerde Phase I ESA report for the McKeesport facility. No air quality Notices of Violation ("NOVs"), consent or

7. Risk Assessment — McKeesport Air Quality. Overall Risk Rating: MODERATE The McKeesport facility presents a moderate air quality risk profile for purposes of the proposed transaction. The risk rating reflects a balancing of several positive and negative factors: Positive Factors: • Clean compliance history over the most recent ten-year period, with no NOVs, enforcement actions, or consent orders; • Active pollution

1. Facility Description and Emission Sources. The Charleroi Specialty Coatings Plant is a newer facility constructed in 2003 on a greenfield site (former agricultural land) in Washington County, Pennsylvania. The property is identified as Parcel ID 120-015-00-03-0018-00 and encompasses approximately 8.7 acres, including approximately 92,000 square feet of manufacturing and production space and approximately 4,500 squ

2. Minor Source Classification and State-Only Operating Permit. The Charleroi facility is classified as a minor source under both federal and Pennsylvania air quality regulations. The facility's actual and potential emissions are below the major source thresholds for all criteria pollutants and HAPs. Based on the permit structure, Charleroi operates as a natural minor source — that is, it is below major source thresh

3. Compliance History and Enforcement. C&H's review of ACC's compliance history at the Charleroi facility identified no air quality Notices of Violation, consent orders, civil penalty assessments, administrative orders, or enforcement actions of any kind. The PA DEP online compliance and enforcement database, accessed during the review period, confirmed the absence of any adverse air quality enforcement history at th

4. Risk Assessment — Charleroi Air Quality. Overall Risk Rating: LOW The Charleroi facility presents a low air quality risk profile for purposes of the proposed transaction. The facility is classified as a minor source with a state-only operating permit, its water-based and UV-curable coating operations generate minimal VOC emissions and no HAP emissions of regulatory concern, and it has a clean compliance history wi

1. Facility Description and Emission Sources. The Clarksburg Resin Blending Facility is a leased property located in Harrison County, West Virginia. The facility is leased from Mountainview Properties LLC under a triple-net lease with a term of January 1, 2015 through December 31, 2029. The property is identified as Parcel ID 04-0012-0056-0000 and encompasses approximately 5.2 acres, including approximately 48,000 sq

2. Minor Source Classification and WV DEP Registration Permit. The Clarksburg facility is classified as a minor source under WV DEP regulations. The facility holds WV DEP Registration Permit No. R13-3201, issued under 45 CSR 31. Registration permits represent the simplest and least burdensome tier of air permitting under the West Virginia regulatory program. They are issued to minor sources with low actual emissions

3. Compliance History and Enforcement. C&H's review of ACC's compliance history at the Clarksburg facility identified no air quality NOVs, consent orders, civil penalty assessments, administrative orders, or enforcement actions. The WV DEP online compliance and enforcement database, accessed during the review period, confirmed the absence of any adverse air quality enforcement history at the facility. This clean comp

4. Risk Assessment — Clarksburg Air Quality. Overall Risk Rating: LOW The Clarksburg facility presents a low air quality risk profile. It is classified as a minor source with a WV DEP registration permit — the simplest tier of air permitting in West Virginia. Its blending and redistribution operations generate minimal VOC emissions and negligible HAP emissions. The facility has a clean compliance history with no enfo

1. Facility Description. The Weirton Warehouse & Distribution Center is a leased property located in Hancock County, West Virginia. The facility is leased from Northern Panhandle Realty Corp. under a double-net lease with a term of March 1, 2018 through February 28, 2028. The property is identified as Parcel ID 07-0304-0012-0000 and encompasses approximately 3.1 acres, including approximately 65,000 square feet of wa

2. Air Permit Status. The Weirton facility does not hold an air quality permit of any kind, nor is it required to obtain one. The facility has no manufacturing-related air emission sources and does not conduct any operations that would trigger air permitting requirements under WV DEP regulations or the federal CAA. The only potential emission sources at the facility are minor and incidental — specifically, diesel exh

3. Risk Assessment — Weirton Air Quality. Overall Risk Rating: NEGLIGIBLE The Weirton facility presents no meaningful air quality regulatory exposure. There are no air permits to maintain, no emission limitations to comply with, no monitoring or recordkeeping requirements, and no enforcement history to evaluate. The facility's warehouse and distribution operations do not generate regulated air emissions and are not e

IV. Cross-Cutting Issues and Transaction Considerations A. Permit Transferability and Change of Ownership The proposed transaction is structured as a stock acquisition, in which Crestline will acquire 100% of ACC's outstanding common stock. In a stock acquisition, the Target entity — ACC — continues to exist as the same legal entity, and its permits, licenses, and authorizations generally remain in effect without the