Contract analysis

I. Introduction This firm represents Crestline Packaging Solutions LLC, an Ohio limited liability company and portfolio company of Briarwood Capital Partners LP (Fund IV) ("Crestline" or the "Buyer"), in connection with Crestline's proposed acquisition (the "Transaction") of one hundred percent (100%) of the outstanding common stock of Allegheny Chemical Coatings, Inc., a Pennsylvania corporation ("ACC" or the "Targe

II. Summary of Indicative PLL Policy Terms For reference and to establish the basis for our analysis, we summarize below the principal terms reflected in the Indication as we understand them: Covered Locations. The Indication identifies all four ACC operating facilities as covered locations:

1. McKeesport Main Plant — 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132 (Parcel ID: 0383-M-00125-0000-00)

2. Charleroi Specialty Coatings Plant — 450 Industrial Park Road, Charleroi, Pennsylvania 15022 (Parcel ID: 120-015-00-03-0018-00)

3. Clarksburg Resin Blending Facility — 1875 Route 50 West, Clarksburg, West Virginia 26301 (Parcel ID: 04-0012-0056-0000)

4. Weirton Warehouse & Distribution Center — 600 Commerce Way, Weirton, West Virginia 26062 (Parcel ID: 07-0304-0012-0000) Coverage Scope. The Indication describes the following general categories of coverage: • Third-party bodily injury and property damage claims arising from pollution conditions at, on, under, or migrating from the covered locations; • On-site and off-site cleanup costs, including costs incurred in

III. Environmental Diligence Context — Summary of Identified Conditions To provide context for the coverage analysis that follows, we summarize below the material environmental findings at each of the four covered locations. A comprehensive treatment of these findings is set forth in C&H's draft environmental diligence summary memorandum dated October 22, 2022, as well as in the associated Phase I and Phase II ESA re

IV. Detailed Comments on Indicative Terms — Coverage Gaps and Requested Modifications We turn now to our detailed analysis of the indicative PLL policy terms and the specific modifications we request for Ironclad Specialty's consideration. Our comments are organized by topic and presented in order of priority, beginning with the issues of greatest significance to Crestline. A. Known Conditions Exclusion The known con

I. Additional Insured / Lender Requirements Commonwealth National Bank, N.A. is providing a proposed $65 million senior secured term loan and a $20 million revolving credit facility to finance the Transaction. The credit agreement (currently in draft) is expected to require that the lender be named as an additional insured or loss payee under the PLL policy, and that certain lender-protective endorsements be included

V. Relationship Between PLL Coverage and Contractual Risk Allocation We think it important to bring to Ironclad Specialty's attention the broader transactional context in which the PLL policy will function. Crestline is simultaneously negotiating the environmental indemnification and escrow provisions of the Stock Purchase Agreement with the Seller (through the Seller's counsel, Hargrove, Dalton & Speer LLP). The par

VI. Pending Matters — Clarksburg Phase II Results As noted in Section III.C above, the Phase II subsurface investigation at the Clarksburg Resin Blending Facility was conducted by TerraVerde from October 3 through October 7, 2022. Soil and groundwater samples were collected from multiple locations in and around the northeast warehouse area (the location of the identified REC) and submitted to Keystone Analytical Labo

VII. Status of the Transaction and Underwriting Timeline As of the date of this letter, negotiations between Crestline and the ACC shareholders regarding the Stock Purchase Agreement are ongoing. Significant open issues include the environmental risk allocation provisions discussed in Section V above, as well as other customary closing conditions. The Transaction is being managed by Crestline's deal team under the ov

VIII. Summary of Requested Modifications For Ironclad Specialty's convenience, we summarize below all requested modifications to the indicative PLL policy terms:

1. Known Conditions Exclusion. Remove or substantially narrow the known conditions exclusion. Provide affirmative coverage for identified Phase II conditions, subject to a higher SIR or cost-cap sublimit for known conditions. Alternatively, provide coverage for migration, exacerbation, or third-party claims arising from known conditions.

2. Pre-Existing Contamination Definition. Revise the pre-existing contamination definition to include a discovery trigger for previously unknown conditions and coverage for worsening or migration of known conditions beyond levels identified in the diligence reports.

3. Vapor Intrusion Coverage. Provide explicit, full-limits vapor intrusion coverage (both cleanup costs and third-party bodily injury/property damage claims) without sublimit. If a sublimit is required, the minimum acceptable sublimit is $5,000,000 per occurrence.

4. Defense Costs. Confirm that defense costs are provided outside of and in addition to policy limits. If defense costs erode limits, increase the aggregate limit to $20,000,000 or establish a separate defense cost sublimit.

5. Asbestos and Lead-Based Paint. Include asbestos and lead-based paint coverage via a sublimit endorsement with a proposed combined sublimit of $2,000,000.

6. Leased Facilities. Confirm and provide explicit coverage for pollution conditions at leased facilities, including first-party cleanup obligations under lease terms, third-party landlord claims, and regulatory cleanup mandated at leased facilities irrespective of contamination source.

7. Tiered SIR Structure. If known conditions coverage is granted, implement a tiered SIR of $250,000 for unknown conditions and $500,000 to $750,000 for known conditions.

8. Lender Requirements. Permit the addition of Commonwealth National Bank, N.A. as additional insured or loss payee, with lender's loss payable endorsement and 60-day non-cancellation notice provisions.

9. Change of Ownership. Confirm that coverage survives the stock purchase change of ownership and that no re-underwriting or additional premium will be required upon subsequent ownership changes during the policy term.

10. Indication Validity. Extend the validity of the non-binding Indication for ninety (90) days from October 17, 2022 (i.e., through January 15, 2023).

IX. Request for Revised Indication We respectfully request that Ironclad Specialty, through Whitfield & Calder, issue a revised non-binding indication reflecting the Carrier's responses to each of the requested modifications set forth above. For each modification, we request that Ironclad Specialty indicate: (a) whether the modification is acceptable; (b) if acceptable, any impact on premium, SIR, limits, or other po

X. Confidentiality and Privilege This letter and the environmental due diligence materials previously provided to Whitfield & Calder and Ironclad Specialty in connection with the proposed Transaction — including without limitation the Phase I and Phase II Environmental Site Assessments, the C&H environmental diligence summary memorandum, the Phase II results analysis memoranda, the vapor intrusion risk assessment mem

XI. Closing We thank you and Douglas Whitfield for your diligent efforts in securing the Ironclad Specialty Indication on behalf of Crestline. The Indication provides a constructive starting point for the PLL placement, and we are optimistic that the modifications requested in this letter can be addressed through productive dialogue with the Ironclad underwriting team. We invite any questions regarding the foregoing

1. Phase II Results Analysis Memorandum — McKeesport Main Plant (C&H, dated October 14, 2022)

2. Vapor Intrusion Risk Assessment Memorandum — McKeesport Building C (C&H, dated October 16, 2022)

3. TerraVerde Preliminary Remediation Cost Estimate — McKeesport (dated October 18, 2022)

4. Summary Table of Identified Environmental Conditions and Estimated Liabilities ($1,925,000–$4,345,000 range) Note: Clarksburg Resin Blending Facility Phase II Environmental Site Assessment analytical results to be supplemented to the underwriting file upon receipt from Keystone Analytical Laboratories. Term | Indicative Terms Proposed Insured | Crestline Packaging Solutions LLC (and/or its successors as owner of A