[sheet: Closing Checklist]

Item No.	Category	Document / Deliverable Description	Responsible Party	Responsible Attorney	Due Date	Status	Notes / Comments
1	Transaction Agreement	Asset Purchase Agreement — Execution Version (by and among Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc.)	Buyer's Counsel / Seller's Counsel	Megan Chu / Harrison Wexford	June 15, 2025 (est.)	In Progress	Governed by New York law; $180,000,000 purchase price; circulated initial draft May 2, 2025 to Broadmoor Strauss & Kline LLP; redline received and under negotiation
2	Transaction Agreement	Buyer's Disclosure Schedules to APA	Buyer / Buyer's Counsel	Derek Okonkwo	June 15, 2025 (est.)	In Progress	Coordinating with Sandra K. Liu (CPS General Counsel); includes schedules re: organization, authority, consents, litigation, financing
3	Transaction Agreement	Seller's Disclosure Schedules to APA	Seller / Seller's Counsel	N/A (Seller's work product)	June 15, 2025 (est.)	Pending	Broadmoor Strauss & Kline LLP (Nathan R. Feldstein / Carolyn J. Ng) preparing; to be reviewed upon receipt
4	Conveyance Documents	Bill of Sale — All tangible personal property (machinery, equipment, inventory, furnishings at Butler and Meadville facilities)	Buyer's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Draft	Executed by AVP at closing; conveys Acquired Assets
5	Conveyance Documents	Assignment and Assumption Agreement — Assumed Contracts (~47 material contracts) and Assumed Liabilities	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Draft	Covers customer supply agreements, vendor agreements (incl. Consolidated Linerboard Corp.), equipment leases, CBA with IPU Local 814; assumed liabilities include trade payables, post-closing contract obligations, prorated property taxes
6	Conveyance Documents	Intellectual Property Assignment Agreement — trademarks, trade names (excl. 'Allegheny Valley Packaging, Inc.' corporate name), patents, trade secrets, proprietary formulations	Buyer's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Draft	Corporate name excluded; 6-month transitional license for corporate name post-closing
7	Real Property	Special Warranty Deed — Butler Property (250 Industrial Boulevard, Butler, PA 16001; 285,000 sq. ft. on 22.5 acres)	Buyer's Counsel / Seller's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Draft	PA form; subject to PA Realty Transfer Tax (2% combined state/local); title insurance from Sentinel Title Insurance Corporation; title search by Great Lakes Title & Escrow Inc.
8	Real Property	Special Warranty Deed — Meadville Property (1480 Conneaut Lake Road, Meadville, PA 16335; 110,000 sq. ft. on 8.2 acres)	Buyer's Counsel / Seller's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Draft	PA form; subject to PA Realty Transfer Tax
9	Real Property	Title Commitments / Title Insurance Policies — Butler and Meadville Properties	Great Lakes Title & Escrow Inc. / Sentinel Title Insurance Corporation	Derek Okonkwo	Prior to Closing	In Progress	Title company: Great Lakes Title & Escrow Inc. (127 Public Square, Suite 1000, Cleveland, OH 44114); title insurer: Sentinel Title Insurance Corporation
10	Real Property	Surveys — Butler and Meadville Properties	Great Lakes Title & Escrow Inc.	Derek Okonkwo	Prior to Closing	Pending	Updated ALTA surveys to be obtained
11	Real Property	PA Realty Transfer Tax Statements — estimated $360,000 total (2% × estimated $18,000,000 real property allocation; split equally at ~$180,000 per party)	Buyer's Counsel / Seller's Counsel	Leonard Cross	Closing (est. July 31, 2025)	Pending	Final allocation TBD per IRC §1060 post-closing
12	Escrow	Escrow Agreement — among Crestline Packaging Solutions LLC, Allegheny Valley Packaging, Inc., and Atlantic Fiduciary Trust Company	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Draft	$9,000,000 Escrow Amount (5% of $180,000,000 Purchase Price); release 18 months post-closing net of pending claims; contact: Robert D. Whitaker, VP, AFTC (60 Wall Street, 22nd Floor, New York, NY 10005)
13	Escrow	Letter to Atlantic Fiduciary Trust Company re: Escrow Instructions and Wire Instructions	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Pending	To be sent with executed Escrow Agreement
14	Ancillary Agreements	Transition Services Agreement — payroll, IT migration, administrative services; up to 120 days post-closing at cost + 5%	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Draft	AVP as service provider; Crestline as service recipient
15	Ancillary Agreements	Non-Competition and Non-Solicitation Agreement — Gerald W. Horvath (President/Founder, 72% shareholder; retiring post-close)	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Draft	Duration and geographic scope under negotiation; governed by New York law
16	Ancillary Agreements	Non-Competition and Non-Solicitation Agreement — Michael G. Horvath (VP Operations, 10% shareholder)	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Draft	Key employee expected to remain post-closing
17	Ancillary Agreements	Consulting Agreement — Michael G. Horvath (post-closing transition services for operations, customer relationships, manufacturing know-how)	Buyer's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Draft	Compensation terms, duration, scope, confidentiality, and IP assignment provisions
18	Sponsor / Financing — Equity	Limited Guarantee — Ridgeway Capital Partners Fund III, LP (by Ridgeway Capital GP III LLC) in favor of AVP	Buyer's Counsel	Harrison Wexford	Closing (est. July 31, 2025)	Draft	Guarantees certain payment obligations including reverse termination fee; governed by New York law
19	Sponsor / Financing — Equity	Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP to Crestline ($50,000,000 equity contribution)	Buyer / Sponsor	Harrison Wexford	April 22, 2025	Complete	Dated April 22, 2025; subject to APA execution and closing conditions; Ridgeway Fund III EIN: 83-2107594
20	Financing — Debt	Amendment No. 3 to Existing Credit Agreement (dated November 15, 2021) — $130,000,000 Incremental Term Loan	Buyer's Counsel	Harrison Wexford / Megan Chu	Closing (est. July 31, 2025)	In Progress	Pinnacle National Bank, N.A. as Administrative Agent (Ref: PCL-2025-04-1187); syndicate lenders: Commonwealth Merchant Bank, Heartland Commercial Finance LLC; SOFR + 375 bps (50 bps floor); ticking fee 25 bps/annum commencing June 21, 2025; commitment expires August 20, 2025
21	Financing — Debt	Legal Opinion — Calderwood & Harkness LLP to Pinnacle National Bank, N.A. (enforceability opinion re: CPS)	Buyer's Counsel	Harrison Wexford	Closing (est. July 31, 2025)	Pending	Opines on due organization, good standing, authority, enforceability, no conflicts, no required governmental approvals
22	Financing — Debt	Perfection Certificate — Crestline Packaging Solutions LLC (UCC / collateral matters)	Buyer's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	In Progress	CPS Ohio SOS Filing No. 4287653; EIN 84-3291047; chief executive office: 4100 Commerce Parkway, Suite 800, Akron, OH 44308; collateral locations include Butler and Meadville facilities
23	Financing — Debt	Letter to Pinnacle National Bank, N.A. re: Satisfaction of Closing Conditions and Funding Request ($130,000,000)	Buyer's Counsel	Megan Chu	Prior to Closing	Pending	To Katherine M. Sweeney (1200 Euclid Avenue, Cleveland, OH 44115); confirms satisfaction of conditions under Amendment No. 3
24	Buyer's Closing Certificates	Buyer's Closing Certificate — Officer's Certificate (reps true and correct, covenants performed, conditions satisfied)	Buyer / Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Pending	Executed by authorized officer of Crestline Packaging Solutions LLC

25	Buyer's Closing Certificates	Secretary's Certificate of Buyer — incumbency, resolutions, Certificate of Formation, Operating Agreement	Buyer / Buyer's Counsel	Derek Okonkwo	Closing (est. July 31, 2025)	Pending	Attaches certified organizational documents and member/manager resolutions authorizing the transaction
26	Seller's Closing Certificates	Seller's Closing Certificate — Officer's Certificate (reps true and correct, covenants performed)	Seller / Seller's Counsel	N/A (Seller's work product)	Closing (est. July 31, 2025)	Pending	To be delivered by AVP; reviewed upon receipt
27	Seller's Closing Certificates	Secretary's Certificate of Seller — incumbency, resolutions, Articles of Incorporation, Bylaws	Seller / Seller's Counsel	N/A (Seller's work product)	Closing (est. July 31, 2025)	Pending	AVP PA DOS Entity ID: 6519847
28	Seller's Closing Certificates	Good Standing Certificate — Allegheny Valley Packaging, Inc. (Pennsylvania)	Seller	N/A	Prior to Closing	Pending	From PA Department of State
29	Buyer's Good Standing	Good Standing Certificate — Crestline Packaging Solutions LLC (Ohio)	Buyer	Derek Okonkwo	Prior to Closing	Pending	From Ohio Secretary of State; CPS Ohio SOS Filing No. 4287653
30	Buyer's Good Standing	Foreign Qualification Certificate — Crestline Packaging Solutions LLC (Pennsylvania)	Buyer's Counsel	Derek Okonkwo	Prior to Closing	Pending	CPS to qualify as foreign LLC in PA if not already qualified
31	Tax	FIRPTA Non-Foreign Affidavit — Allegheny Valley Packaging, Inc. (IRC §1445 / Treas. Reg. §1.1445-2(b))	Buyer's Counsel (drafted for Seller's execution)	Leonard Cross	Closing (est. July 31, 2025)	Draft	Seller's name, address (250 Industrial Boulevard, Butler, PA 16001), EIN (25-1784632)
32	Tax	Pennsylvania Bulk Sale Notice — filed with PA Department of Revenue (60 days prior to closing)	Buyer's Counsel	Leonard Cross	By June 1, 2025 (60 days before est. closing July 31, 2025)	In Progress	Identifies Seller (AVP, EIN 25-1784632) and Buyer (CPS, EIN 84-3291047); requests tax clearance certificate
33	Tax	PA Department of Revenue — Tax Clearance Certificate (Bulk Sale)	PA Department of Revenue	Leonard Cross	Prior to Closing	Pending	Required condition to closing; awaiting DOR response to Bulk Sale Notice
34	Tax	IRS Form 8594 — Asset Acquisition Statement (Purchase Price Allocation per IRC §1060)	Buyer's Counsel / Seller's Counsel	Leonard Cross	Within 90 days post-closing	N/A (post-closing)	Allocation to be agreed within 90 days post-closing per IRC §1060 and Treas. Reg. §1.1060-1
35	Regulatory / Third-Party Consents	HSR Act Filing — Hart-Scott-Rodino	Buyer's Counsel	Harrison Wexford	N/A	Complete — Not Required	Filing threshold analysis completed; no filing required based on size-of-person and size-of-transaction thresholds after asset carve-out analysis
36	Regulatory / Third-Party Consents	Third-Party Consents — Assignment consents for ~12 material contracts requiring counterparty consent	Buyer's Counsel / Seller's Counsel	Megan Chu / Derek Okonkwo	Prior to Closing	In Progress	Tracking individual consents; see Third-Party Consents Tracker sheet for detail
37	Regulatory / Third-Party Consents	Union Notification — International Paperworkers Union Local 814 (CBA successorship requirements)	Buyer / Buyer's Counsel	Megan Chu	Prior to Closing	Pending	CBA covers ~185 hourly employees at Butler; expires March 31, 2027; Buyer assumes as successor employer
38	Regulatory / Third-Party Consents	Environmental Permit Transfer — PA DEP Title V Operating Permit TV-10-00287 (Butler facility)	Buyer's Counsel / Environmental Consultant	Derek Okonkwo	Prior to or promptly after Closing	In Progress	Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez) advising; coordinate with PA DEP
39	Regulatory / Third-Party Consents	Environmental Permit Transfer — PA DEP General Permit GP-3 (Meadville facility)	Buyer's Counsel / Environmental Consultant	Derek Okonkwo	Prior to or promptly after Closing	In Progress	Greenvale Environmental Sciences LLC advising
40	Payoff / Release	Payoff Letter — Merchants & Traders Bank (AVP's existing revolving credit facility; ~$14,200,000 outstanding of $20,000,000 facility)	Seller / Seller's Counsel	N/A (Seller responsibility)	Prior to Closing	Pending	Pre-closing indebtedness is an Excluded Liability; to be paid at closing from Seller's proceeds; wire instructions to be included in Funds Flow Memorandum
41	Payoff / Release	UCC-3 Termination Statements — Merchants & Traders Bank liens on AVP assets	Seller's Counsel	Megan Chu (review)	Closing (est. July 31, 2025)	Pending	Confirm release of all liens on Acquired Assets
42	Closing Logistics	Closing Funds Flow Memorandum	Buyer's Counsel	Megan Chu	Prior to Closing	In Progress	Sources: $130,000,000 incremental term loan (Pinnacle) + $50,000,000 equity (Ridgeway) = $180,000,000. Uses: net purchase price to Seller, $9,000,000 escrow to AFTC, ~$14,200,000 payoff to Merchants & Traders Bank, ~$360,000 PA Realty Transfer Tax (split equally), Seller's Transaction Expenses, wire instructions
43	Closing Logistics	Wire Instructions — all parties (Seller, Escrow Agent, Merchants & Traders Bank, taxing authorities)	Buyer's Counsel / All Parties	Derek Okonkwo	Prior to Closing	Pending	To be collected and verified; included in Funds Flow Memorandum
44	Insurance	R&W Insurance Policy — Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812)	Greystone Marsh Advisory LLC (Broker: Philip J. Tanaka)	Megan Chu	Closing (est. July 31, 2025)	In Progress	Coverage limit: $18,000,000 (10% of Purchase Price); retention: $1,800,000 (1%); drops to $900,000 after 12 months; est. premium $540,000 + $50,000 underwriting fee; 100% borne by Buyer
45	Insurance	R&W Insurance — Buyer's No-Claims Declaration / Bring-Down	Buyer / Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Pending	Required by Northbridge Specialty Insurance Company at closing
46	Environmental Diligence	Phase I ESA Reports — Butler and Meadville Properties	Greenvale Environmental Sciences LLC	Derek Okonkwo	May 5, 2025	Complete	Delivered May 5, 2025; Butler: REC identified (historical solvent use/disposal, NE corner); Meadville: No RECs identified
47	Environmental Diligence	Phase II ESA Report — Butler Property	Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez)	Derek Okonkwo	Prior to Closing	In Progress	Commenced May 12, 2025; preliminary results: TCE at 12 ppb in shallow groundwater (PA Act 2 MSC standard: 5 ppb); remediation est. $1,200,000–$2,800,000; Seller's environmental special indemnity up to $8,000,000 (36-month survival)
48	Financial Diligence	Financial Due Diligence Report — Hargrove Thornton LLP	Hargrove Thornton LLP (Steven M. Raines)	Megan Chu	Prior to APA Execution	In Progress	AVP TTM Revenue: ~$95,000,000; TTM Adj. EBITDA: ~$18,500,000; implied EV/EBITDA ~9.7x; NWC target: $12,400,000 agreed May 28, 2025
49	Financial Diligence	Sales/Use Tax Exposure Analysis (PA, OH, WV; 2021–2024; ~$420,000 exposure)	Hargrove Thornton LLP / Buyer's Counsel	Leonard Cross	Prior to APA Execution	Complete	Seller to indemnify for identified sales/use tax exposure

50	Seller's Financial Statements	Audited Financial Statements — Allegheny Valley Packaging, Inc. (audited by Pendleton & Sawyer CPAs LLP)	Seller	Megan Chu (review)	Prior to APA Execution	Received	Reviewed as part of due diligence; AVP is an S-corporation for federal tax purposes
51	Employee / Benefits	Employee Census and Offer Letters — substantially all ~340 AVP employees (Butler: ~290; Meadville: ~50)	Buyer / Buyer's Counsel	Megan Chu	Prior to Closing	Pending	Crestline to extend offers to substantially all employees
52	Employee / Benefits	WARN Act Compliance Analysis	Buyer's Counsel	Megan Chu	Prior to Closing	Complete	Analysis completed; see Employee & Benefits Transition Memorandum
53	Employee / Benefits	401(k) Plan — Confirmation of Non-Assumption (Allegheny Valley Packaging 401(k) Profit Sharing Plan via Patriot Plan Administrators LLC)	Buyer / Buyer's Counsel	Derek Okonkwo	Prior to Closing	Complete	AVP 401(k) plan will not be assumed; Excluded Liability; pension underfunding of ~$3,100,000 also excluded
54	Internal Memos / Analysis	Due Diligence Summary Memorandum	Buyer's Counsel	Megan Chu / Derek Okonkwo	Ongoing	In Progress	Comprehensive legal DD findings covering corporate, contracts, real property, IP, environmental, employment, litigation, insurance, regulatory, tax
55	Internal Memos / Analysis	Tax Structure Memorandum (Leonard Cross)	Buyer's Counsel	Leonard Cross	Prior to APA Execution	In Progress	IRC §1060 allocation, PA Bulk Sale, realty transfer tax, S-corp pass-through, sales/use tax exposure, state tax nexus
56	Internal Memos / Analysis	Environmental Risk Assessment Memorandum	Buyer's Counsel	Megan Chu	Prior to APA Execution	In Progress	Analysis of Phase I/II findings; indemnity coverage; permit transfers
57	Internal Memos / Analysis	Employee and Benefits Transition Memorandum	Buyer's Counsel	Megan Chu	Prior to APA Execution	Complete	CBA, 401(k), WARN, pension, union notification
58	Internal Memos / Analysis	HSR Act Analysis Memorandum	Buyer's Counsel	Harrison Wexford	April 2025	Complete	No filing required
59	Internal Memos / Analysis	R&W Insurance Summary and Coverage Analysis	Buyer's Counsel	Megan Chu	Prior to APA Execution	In Progress	Policy exclusions, known matters carve-outs, interaction with APA indemnification (25% cap / $45,000,000), coverage gaps
60	Correspondence	Letter — C&H to Broadmoor Strauss & Kline LLP re: Initial APA Draft Transmittal (May 2, 2025)	Buyer's Counsel	Harrison Wexford / Megan Chu	May 2, 2025	Complete	Sent from C&H (600 Lexington Avenue, 30th Floor, New York, NY 10022) to Nathan R. Feldstein (600 Grant Street, Suite 4200, Pittsburgh, PA 15219)
61	Correspondence	Email — Megan Chu to Sandra K. Liu re: NWC Methodology and Target Discussion (May 20, 2025)	Buyer's Counsel	Megan Chu	May 20, 2025	Complete	NWC target $12,400,000; ±$250,000 collar; target agreed May 28, 2025
62	Correspondence	Letter — C&H to Atlantic Fiduciary Trust Company re: Escrow Instructions	Buyer's Counsel	Megan Chu	Closing (est. July 31, 2025)	Pending	To Robert D. Whitaker, VP, AFTC
63	Correspondence	Letter — C&H to Pinnacle National Bank, N.A. re: Satisfaction of Closing Conditions	Buyer's Counsel	Megan Chu	Prior to Closing	Pending	To Katherine M. Sweeney; requesting funding of $130,000,000 incremental term loan

[sheet: Key Dates & Deadlines]

Date	Event / Milestone	Status	Notes
November 15, 2021	Existing Credit Agreement executed (Crestline / Pinnacle National Bank, N.A.)	Complete	Basis for Amendment No. 3 (incremental term loan)
April 1, 2025	Calderwood & Harkness LLP engagement letter signed (Matter No. 1006-00006)	Complete	Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner)
April 8, 2025	Matter opened	Complete
April 10, 2025	Letter of Intent executed; 60-day exclusivity period begins	Complete	Exclusivity expires June 9, 2025
April 14, 2025	Due diligence period commences	Complete
April 22, 2025	Pinnacle National Bank commitment letter (Ref: PCL-2025-04-1187) and Ridgeway equity commitment letter executed	Complete	$130,000,000 term loan + $50,000,000 equity
May 2, 2025	Draft APA circulated to Broadmoor Strauss & Kline LLP	Complete
May 5, 2025	Phase I ESA reports delivered (Butler and Meadville)	Complete	Butler: REC identified; Meadville: No RECs
May 12, 2025	Phase II ESA commenced (Butler property only)	Complete	TCE preliminary results: 12 ppb (standard: 5 ppb)
May 28, 2025	Target Net Working Capital agreed ($12,400,000)	Complete	±$250,000 collar
June 1, 2025 (approx.)	PA Bulk Sale Notice to be filed (60 days before est. closing)	In Progress	Required for tax clearance certificate
June 9, 2025	LOI exclusivity period expires	Upcoming
June 15, 2025	Estimated APA execution date	Target
June 21, 2025	Ticking fee commences on financing commitment (25 bps/annum on undrawn)	Upcoming	60 days after April 22, 2025 commitment letter
July 31, 2025	Estimated Closing Date	Target
August 20, 2025	Financing commitment expiration (Pinnacle National Bank, N.A.)	Deadline	120 days from April 22, 2025 commitment letter
September 30, 2025	Outside Date / Drop-Dead Date	Deadline	APA termination right if closing has not occurred
March 31, 2027	CBA with International Paperworkers Union Local 814 expiration	Reference	Buyer assumes as successor employer

[sheet: Parties & Contacts]

Role	Organization	Entity Type / Jurisdiction	Key Contact	Title	Address	Reference Numbers
Buyer	Crestline Packaging Solutions LLC	Ohio LLC	Thomas R. Garner (CEO); Priya Mehta (CFO); Sandra K. Liu (General Counsel)	See individual titles	4100 Commerce Parkway, Suite 800, Akron, OH 44308	Ohio SOS: 4287653; EIN: 84-3291047
Buyer's Registered Agent	Capitol Statutory Services Inc.	Ohio Corporation	65 East Ashbury Asset Advisors, Columbus, OH 43215
Seller	Allegheny Valley Packaging, Inc.	PA Corporation (S-Corp)	Gerald W. Horvath (President, 72%); Patricia A. Horvath (Director, 18%); Michael G. Horvath (VP Ops, 10%); Diane L. Pulaski (Controller)	See individual titles	250 Industrial Boulevard, Butler, PA 16001	PA DOS Entity ID: 6519847; EIN: 25-1784632
Seller's Registered Agent	Keystone Corporate Services LLC	PA LLC	1500 Market Street, Suite 3500, Philadelphia, PA 19102
Sponsor / Equity Provider	Ridgeway Capital Partners Fund III, LP (GP: Ridgeway Capital GP III LLC)	Delaware LP / Delaware LLC	Julian C. Adler; Francesca DiNardo	Managing Partners	277 Park Avenue, 38th Floor, New York, NY 10172	EIN: 83-2107594
Buyer's Counsel	Calderwood & Harkness LLP	NY LLP	Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner); Megan Chu (Lead Associate); Derek Okonkwo (Working Associate); Leonard Cross (Tax Partner)	600 Lexington Avenue, 30th Floor, New York, NY 10022	Matter No. 1006-00006
Seller's Counsel	Broadmoor Strauss & Kline LLP	PA LLP	Nathan R. Feldstein (Lead Partner); Carolyn J. Ng (Associate)	600 Grant Street, Suite 4200, Pittsburgh, PA 15219
Seller's Investment Banker	Veltrano Hargrave & Co.	NY Corporation	Warren T. Blackwell	Managing Director	One PPG Place, Suite 2600, Pittsburgh, PA 15222
Administrative Agent / Lead Arranger	Pinnacle National Bank, N.A.	National Banking Association (OH)	Katherine M. Sweeney	Relationship Manager	1200 Euclid Avenue, Cleveland, OH 44115	Commitment Ref: PCL-2025-04-1187
Syndicate Lender	Commonwealth Merchant Bank	PA State-Chartered Bank
Syndicate Lender	Heartland Commercial Finance LLC	Delaware LLC
Escrow Agent	Atlantic Fiduciary Trust Company	NY Trust Company	Robert D. Whitaker	Vice President	60 Wall Street, 22nd Floor, New York, NY 10005
Buyer's Accounting Advisor	Hargrove Thornton LLP	OH LLP	Steven M. Raines	Engagement Partner	200 Public Square, Suite 1900, Cleveland, OH 44114
Environmental Consultant	Greenvale Environmental Sciences LLC	MD LLC	Dr. Alicia Fernandez	Project Lead	7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
Title Company	Great Lakes Title & Escrow Inc.	OH Corporation	127 Public Square, Suite 1000, Cleveland, OH 44114
Title Insurer	Sentinel Title Insurance Corporation	MO Corporation	500 North Broadway, Suite 1400, St. Louis, MO 63102
R&W Insurance Broker	Greystone Marsh Advisory LLC	NY LLC	Philip J. Tanaka	Broker	399 Park Avenue, 16th Floor, New York, NY 10022
R&W Insurance Carrier	Northbridge Specialty Insurance Company	CT Insurance Company	Policy No. NSW-2025-07812
Seller's Auditors	Pendleton & Sawyer CPAs LLP	PA LLP	301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222
Seller's Existing Lender (Payoff)	Merchants & Traders Bank	PA State-Chartered Bank	Revolving facility: $20,000,000; outstanding: ~$14,200,000
Key Supplier	Consolidated Linerboard Corp.	GA Corporation	Containerboard supply agreement (Assumed Contract)
401(k) Administrator	Patriot Plan Administrators LLC	PA LLC	Allegheny Valley Packaging 401(k) Profit Sharing Plan (not assumed)
Union	International Paperworkers Union Local 814	Labor Union (PA)	CBA: April 1, 2024 – March 31, 2027; ~185 hourly employees at Butler

[sheet: Third-Party Consents Tracker]

Item No.	Consent Type	Counterparty / Authority	Contract / Permit Description	Date Consent Requested	Date Consent Received	Status	Responsible Attorney	Notes
1	Contract	Consolidated Linerboard Corp.	Containerboard supply agreement — key raw material supplier	Not Yet Requested	Derek Okonkwo	Critical supplier; priority consent
2	Contract	Atlantic Coast Beverage Co.	Customer supply agreement — corrugated packaging	Not Yet Requested	Derek Okonkwo	Top 10 customer (~62% of TTM revenue from top 10)
3	Contract	Great Northern Foods Inc.	Customer supply agreement — retail packaging	Not Yet Requested	Derek Okonkwo	Top 10 customer
4	Contract	Tri-State Industrial Products LLC	Customer supply agreement — industrial packaging	Not Yet Requested	Derek Okonkwo	Top 10 customer
5	Contract	Keystone Dairy Cooperative	Customer supply agreement — food-grade packaging	Not Yet Requested	Derek Okonkwo	Top 10 customer
6	Contract	Appalachian Paper & Chemical Co.	Vendor supply agreement — adhesives and coatings	Not Yet Requested	Derek Okonkwo	Key vendor; anti-assignment clause in contract
7	Contract	Summit Logistics Partners LLC	Transportation and distribution services agreement	Not Yet Requested	Derek Okonkwo	Exclusive distribution partner for Butler facility
8	Contract	National Corrugating Equipment Corp.	Equipment lease agreement — corrugator line #3 (Butler)	Not Yet Requested	Derek Okonkwo	Capital lease; monthly payment ~$42,000; expires December 2027
9	Contract	Precision Die & Tooling Inc.	Equipment lease agreement — flexographic printing press (Butler)	Not Yet Requested	Derek Okonkwo	Capital lease; monthly payment ~$28,000; expires March 2028
10	Contract	Ohio Valley Energy Solutions LP	Natural gas supply agreement (Butler and Meadville)	Not Yet Requested	Derek Okonkwo	Fixed-rate contract through December 2026
11	Contract	Pinnacle Software Solutions Inc.	Enterprise resource planning (ERP) software license agreement	Not Yet Requested	Derek Okonkwo	Non-transferable license; may require new agreement with Buyer
12	Contract	Mid-Atlantic Waste Management Corp.	Waste disposal and recycling services agreement (Butler)	Not Yet Requested	Derek Okonkwo	Auto-renewal clause; consent required per Section 12.3
13	Regulatory	PA Department of Revenue	PA Bulk Sale Tax Clearance Certificate	In Progress	Leonard Cross	Bulk Sale Notice to be filed ~60 days before closing
14	Permit	PA DEP	Title V Operating Permit TV-10-00287 (Butler facility) — transfer/re-issuance	Not Yet Requested	Derek Okonkwo	Greenvale Environmental Sciences LLC advising
15	Permit	PA DEP	General Permit GP-3 (Meadville facility) — transfer/re-issuance	Not Yet Requested	Derek Okonkwo	Greenvale Environmental Sciences LLC advising
16	Other	International Paperworkers Union Local 814	Union notification / successorship under CBA	Pending	Megan Chu	CBA expires March 31, 2027; Buyer assumes as successor employer; ~185 hourly employees at Butler
17	Regulatory	N/A	HSR Act Filing	N/A	N/A	Not Required	Harrison Wexford	Threshold analysis completed; no filing required

[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable Description | Responsible Party | Responsible Attorney | Due Date | Status | Notes / Comments
1 | Transaction Agreement | Asset Purchase Agreement — Execution Version (by and among Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc.) | Buyer's Counsel / Seller's Counsel | Megan Chu / Harrison Wexford | June 15, 2025 (est.) | In Progress | Governed by New York law; $180,000,000 purchase price; circulated initial draft May 2, 2025 to Broadmoor Strauss & Kline LLP; redline received and under negotiation
2 | Transaction Agreement | Buyer's Disclosure Schedules to APA | Buyer / Buyer's Counsel | Derek Okonkwo | June 15, 2025 (est.) | In Progress | Coordinating with Sandra K. Liu (CPS General Counsel); includes schedules re: organization, authority, consents, litigation, financing
3 | Transaction Agreement | Seller's Disclosure Schedules to APA | Seller / Seller's Counsel | N/A (Seller's work product) | June 15, 2025 (est.) | Pending | Broadmoor Strauss & Kline LLP (Nathan R. Feldstein / Carolyn J. Ng) preparing; to be reviewed upon receipt
4 | Conveyance Documents | Bill of Sale — All tangible personal property (machinery, equipment, inventory, furnishings at Butler and Meadville facilities) | Buyer's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Draft | Executed by AVP at closing; conveys Acquired Assets
5 | Conveyance Documents | Assignment and Assumption Agreement — Assumed Contracts (~47 material contracts) and Assumed Liabilities | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Draft | Covers customer supply agreements, vendor agreements (incl. Consolidated Linerboard Corp.), equipment leases, CBA with IPU Local 814; assumed liabilities include trade payables, post-closing contract obligations, prorated property taxes
6 | Conveyance Documents | Intellectual Property Assignment Agreement — trademarks, trade names (excl. 'Allegheny Valley Packaging, Inc.' corporate name), patents, trade secrets, proprietary formulations | Buyer's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Draft | Corporate name excluded; 6-month transitional license for corporate name post-closing
7 | Real Property | Special Warranty Deed — Butler Property (250 Industrial Boulevard, Butler, PA 16001; 285,000 sq. ft. on 22.5 acres) | Buyer's Counsel / Seller's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Draft | PA form; subject to PA Realty Transfer Tax (2% combined state/local); title insurance from Sentinel Title Insurance Corporation; title search by Great Lakes Title & Escrow Inc.
8 | Real Property | Special Warranty Deed — Meadville Property (1480 Conneaut Lake Road, Meadville, PA 16335; 110,000 sq. ft. on 8.2 acres) | Buyer's Counsel / Seller's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Draft | PA form; subject to PA Realty Transfer Tax
9 | Real Property | Title Commitments / Title Insurance Policies — Butler and Meadville Properties | Great Lakes Title & Escrow Inc. / Sentinel Title Insurance Corporation | Derek Okonkwo | Prior to Closing | In Progress | Title company: Great Lakes Title & Escrow Inc. (127 Public Square, Suite 1000, Cleveland, OH 44114); title insurer: Sentinel Title Insurance Corporation
10 | Real Property | Surveys — Butler and Meadville Properties | Great Lakes Title & Escrow Inc. | Derek Okonkwo | Prior to Closing | Pending | Updated ALTA surveys to be obtained
11 | Real Property | PA Realty Transfer Tax Statements — estimated $360,000 total (2% × estimated $18,000,000 real property allocation; split equally at ~$180,000 per party) | Buyer's Counsel / Seller's Counsel | Leonard Cross | Closing (est. July 31, 2025) | Pending | Final allocation TBD per IRC §1060 post-closing
12 | Escrow | Escrow Agreement — among Crestline Packaging Solutions LLC, Allegheny Valley Packaging, Inc., and Atlantic Fiduciary Trust Company | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Draft | $9,000,000 Escrow Amount (5% of $180,000,000 Purchase Price); release 18 months post-closing net of pending claims; contact: Robert D. Whitaker, VP, AFTC (60 Wall Street, 22nd Floor, New York, NY 10005)
13 | Escrow | Letter to Atlantic Fiduciary Trust Company re: Escrow Instructions and Wire Instructions | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Pending | To be sent with executed Escrow Agreement
14 | Ancillary Agreements | Transition Services Agreement — payroll, IT migration, administrative services; up to 120 days post-closing at cost + 5% | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Draft | AVP as service provider; Crestline as service recipient
15 | Ancillary Agreements | Non-Competition and Non-Solicitation Agreement — Gerald W. Horvath (President/Founder, 72% shareholder; retiring post-close) | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Draft | Duration and geographic scope under negotiation; governed by New York law
16 | Ancillary Agreements | Non-Competition and Non-Solicitation Agreement — Michael G. Horvath (VP Operations, 10% shareholder) | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Draft | Key employee expected to remain post-closing
17 | Ancillary Agreements | Consulting Agreement — Michael G. Horvath (post-closing transition services for operations, customer relationships, manufacturing know-how) | Buyer's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Draft | Compensation terms, duration, scope, confidentiality, and IP assignment provisions
18 | Sponsor / Financing — Equity | Limited Guarantee — Ridgeway Capital Partners Fund III, LP (by Ridgeway Capital GP III LLC) in favor of AVP | Buyer's Counsel | Harrison Wexford | Closing (est. July 31, 2025) | Draft | Guarantees certain payment obligations including reverse termination fee; governed by New York law
19 | Sponsor / Financing — Equity | Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP to Crestline ($50,000,000 equity contribution) | Buyer / Sponsor | Harrison Wexford | April 22, 2025 | Complete | Dated April 22, 2025; subject to APA execution and closing conditions; Ridgeway Fund III EIN: 83-2107594
20 | Financing — Debt | Amendment No. 3 to Existing Credit Agreement (dated November 15, 2021) — $130,000,000 Incremental Term Loan | Buyer's Counsel | Harrison Wexford / Megan Chu | Closing (est. July 31, 2025) | In Progress | Pinnacle National Bank, N.A. as Administrative Agent (Ref: PCL-2025-04-1187); syndicate lenders: Commonwealth Merchant Bank, Heartland Commercial Finance LLC; SOFR + 375 bps (50 bps floor); ticking fee 25 bps/annum commencing June 21, 2025; commitment expires August 20, 2025
21 | Financing — Debt | Legal Opinion — Calderwood & Harkness LLP to Pinnacle National Bank, N.A. (enforceability opinion re: CPS) | Buyer's Counsel | Harrison Wexford | Closing (est. July 31, 2025) | Pending | Opines on due organization, good standing, authority, enforceability, no conflicts, no required governmental approvals
22 | Financing — Debt | Perfection Certificate — Crestline Packaging Solutions LLC (UCC / collateral matters) | Buyer's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | In Progress | CPS Ohio SOS Filing No. 4287653; EIN 84-3291047; chief executive office: 4100 Commerce Parkway, Suite 800, Akron, OH 44308; collateral locations include Butler and Meadville facilities
23 | Financing — Debt | Letter to Pinnacle National Bank, N.A. re: Satisfaction of Closing Conditions and Funding Request ($130,000,000) | Buyer's Counsel | Megan Chu | Prior to Closing | Pending | To Katherine M. Sweeney (1200 Euclid Avenue, Cleveland, OH 44115); confirms satisfaction of conditions under Amendment No. 3
24 | Buyer's Closing Certificates | Buyer's Closing Certificate — Officer's Certificate (reps true and correct, covenants performed, conditions satisfied) | Buyer / Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Pending | Executed by authorized officer of Crestline Packaging Solutions LLC
25 | Buyer's Closing Certificates | Secretary's Certificate of Buyer — incumbency, resolutions, Certificate of Formation, Operating Agreement | Buyer / Buyer's Counsel | Derek Okonkwo | Closing (est. July 31, 2025) | Pending | Attaches certified organizational documents and member/manager resolutions authorizing the transaction
26 | Seller's Closing Certificates | Seller's Closing Certificate — Officer's Certificate (reps true and correct, covenants performed) | Seller / Seller's Counsel | N/A (Seller's work product) | Closing (est. July 31, 2025) | Pending | To be delivered by AVP; reviewed upon receipt
27 | Seller's Closing Certificates | Secretary's Certificate of Seller — incumbency, resolutions, Articles of Incorporation, Bylaws | Seller / Seller's Counsel | N/A (Seller's work product) | Closing (est. July 31, 2025) | Pending | AVP PA DOS Entity ID: 6519847
28 | Seller's Closing Certificates | Good Standing Certificate — Allegheny Valley Packaging, Inc. (Pennsylvania) | Seller | N/A | Prior to Closing | Pending | From PA Department of State
29 | Buyer's Good Standing | Good Standing Certificate — Crestline Packaging Solutions LLC (Ohio) | Buyer | Derek Okonkwo | Prior to Closing | Pending | From Ohio Secretary of State; CPS Ohio SOS Filing No. 4287653
30 | Buyer's Good Standing | Foreign Qualification Certificate — Crestline Packaging Solutions LLC (Pennsylvania) | Buyer's Counsel | Derek Okonkwo | Prior to Closing | Pending | CPS to qualify as foreign LLC in PA if not already qualified
31 | Tax | FIRPTA Non-Foreign Affidavit — Allegheny Valley Packaging, Inc. (IRC §1445 / Treas. Reg. §1.1445-2(b)) | Buyer's Counsel (drafted for Seller's execution) | Leonard Cross | Closing (est. July 31, 2025) | Draft | Seller's name, address (250 Industrial Boulevard, Butler, PA 16001), EIN (25-1784632)
32 | Tax | Pennsylvania Bulk Sale Notice — filed with PA Department of Revenue (60 days prior to closing) | Buyer's Counsel | Leonard Cross | By June 1, 2025 (60 days before est. closing July 31, 2025) | In Progress | Identifies Seller (AVP, EIN 25-1784632) and Buyer (CPS, EIN 84-3291047); requests tax clearance certificate
33 | Tax | PA Department of Revenue — Tax Clearance Certificate (Bulk Sale) | PA Department of Revenue | Leonard Cross | Prior to Closing | Pending | Required condition to closing; awaiting DOR response to Bulk Sale Notice
34 | Tax | IRS Form 8594 — Asset Acquisition Statement (Purchase Price Allocation per IRC §1060) | Buyer's Counsel / Seller's Counsel | Leonard Cross | Within 90 days post-closing | N/A (post-closing) | Allocation to be agreed within 90 days post-closing per IRC §1060 and Treas. Reg. §1.1060-1
35 | Regulatory / Third-Party Consents | HSR Act Filing — Hart-Scott-Rodino | Buyer's Counsel | Harrison Wexford | N/A | Complete — Not Required | Filing threshold analysis completed; no filing required based on size-of-person and size-of-transaction thresholds after asset carve-out analysis
36 | Regulatory / Third-Party Consents | Third-Party Consents — Assignment consents for ~12 material contracts requiring counterparty consent | Buyer's Counsel / Seller's Counsel | Megan Chu / Derek Okonkwo | Prior to Closing | In Progress | Tracking individual consents; see Third-Party Consents Tracker sheet for detail
37 | Regulatory / Third-Party Consents | Union Notification — International Paperworkers Union Local 814 (CBA successorship requirements) | Buyer / Buyer's Counsel | Megan Chu | Prior to Closing | Pending | CBA covers ~185 hourly employees at Butler; expires March 31, 2027; Buyer assumes as successor employer
38 | Regulatory / Third-Party Consents | Environmental Permit Transfer — PA DEP Title V Operating Permit TV-10-00287 (Butler facility) | Buyer's Counsel / Environmental Consultant | Derek Okonkwo | Prior to or promptly after Closing | In Progress | Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez) advising; coordinate with PA DEP
39 | Regulatory / Third-Party Consents | Environmental Permit Transfer — PA DEP General Permit GP-3 (Meadville facility) | Buyer's Counsel / Environmental Consultant | Derek Okonkwo | Prior to or promptly after Closing | In Progress | Greenvale Environmental Sciences LLC advising
40 | Payoff / Release | Payoff Letter — Merchants & Traders Bank (AVP's existing revolving credit facility; ~$14,200,000 outstanding of $20,000,000 facility) | Seller / Seller's Counsel | N/A (Seller responsibility) | Prior to Closing | Pending | Pre-closing indebtedness is an Excluded Liability; to be paid at closing from Seller's proceeds; wire instructions to be included in Funds Flow Memorandum
41 | Payoff / Release | UCC-3 Termination Statements — Merchants & Traders Bank liens on AVP assets | Seller's Counsel | Megan Chu (review) | Closing (est. July 31, 2025) | Pending | Confirm release of all liens on Acquired Assets
42 | Closing Logistics | Closing Funds Flow Memorandum | Buyer's Counsel | Megan Chu | Prior to Closing | In Progress | Sources: $130,000,000 incremental term loan (Pinnacle) + $50,000,000 equity (Ridgeway) = $180,000,000. Uses: net purchase price to Seller, $9,000,000 escrow to AFTC, ~$14,200,000 payoff to Merchants & Traders Bank, ~$360,000 PA Realty Transfer Tax (split equally), Seller's Transaction Expenses, wire instructions
43 | Closing Logistics | Wire Instructions — all parties (Seller, Escrow Agent, Merchants & Traders Bank, taxing authorities) | Buyer's Counsel / All Parties | Derek Okonkwo | Prior to Closing | Pending | To be collected and verified; included in Funds Flow Memorandum
44 | Insurance | R&W Insurance Policy — Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812) | Greystone Marsh Advisory LLC (Broker: Philip J. Tanaka) | Megan Chu | Closing (est. July 31, 2025) | In Progress | Coverage limit: $18,000,000 (10% of Purchase Price); retention: $1,800,000 (1%); drops to $900,000 after 12 months; est. premium $540,000 + $50,000 underwriting fee; 100% borne by Buyer
45 | Insurance | R&W Insurance — Buyer's No-Claims Declaration / Bring-Down | Buyer / Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Pending | Required by Northbridge Specialty Insurance Company at closing
46 | Environmental Diligence | Phase I ESA Reports — Butler and Meadville Properties | Greenvale Environmental Sciences LLC | Derek Okonkwo | May 5, 2025 | Complete | Delivered May 5, 2025; Butler: REC identified (historical solvent use/disposal, NE corner); Meadville: No RECs identified
47 | Environmental Diligence | Phase II ESA Report — Butler Property | Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez) | Derek Okonkwo | Prior to Closing | In Progress | Commenced May 12, 2025; preliminary results: TCE at 12 ppb in shallow groundwater (PA Act 2 MSC standard: 5 ppb); remediation est. $1,200,000–$2,800,000; Seller's environmental special indemnity up to $8,000,000 (36-month survival)
48 | Financial Diligence | Financial Due Diligence Report — Hargrove Thornton LLP | Hargrove Thornton LLP (Steven M. Raines) | Megan Chu | Prior to APA Execution | In Progress | AVP TTM Revenue: ~$95,000,000; TTM Adj. EBITDA: ~$18,500,000; implied EV/EBITDA ~9.7x; NWC target: $12,400,000 agreed May 28, 2025
49 | Financial Diligence | Sales/Use Tax Exposure Analysis (PA, OH, WV; 2021–2024; ~$420,000 exposure) | Hargrove Thornton LLP / Buyer's Counsel | Leonard Cross | Prior to APA Execution | Complete | Seller to indemnify for identified sales/use tax exposure
50 | Seller's Financial Statements | Audited Financial Statements — Allegheny Valley Packaging, Inc. (audited by Pendleton & Sawyer CPAs LLP) | Seller | Megan Chu (review) | Prior to APA Execution | Received | Reviewed as part of due diligence; AVP is an S-corporation for federal tax purposes
51 | Employee / Benefits | Employee Census and Offer Letters — substantially all ~340 AVP employees (Butler: ~290; Meadville: ~50) | Buyer / Buyer's Counsel | Megan Chu | Prior to Closing | Pending | Crestline to extend offers to substantially all employees
52 | Employee / Benefits | WARN Act Compliance Analysis | Buyer's Counsel | Megan Chu | Prior to Closing | Complete | Analysis completed; see Employee & Benefits Transition Memorandum
53 | Employee / Benefits | 401(k) Plan — Confirmation of Non-Assumption (Allegheny Valley Packaging 401(k) Profit Sharing Plan via Patriot Plan Administrators LLC) | Buyer / Buyer's Counsel | Derek Okonkwo | Prior to Closing | Complete | AVP 401(k) plan will not be assumed; Excluded Liability; pension underfunding of ~$3,100,000 also excluded
54 | Internal Memos / Analysis | Due Diligence Summary Memorandum | Buyer's Counsel | Megan Chu / Derek Okonkwo | Ongoing | In Progress | Comprehensive legal DD findings covering corporate, contracts, real property, IP, environmental, employment, litigation, insurance, regulatory, tax
55 | Internal Memos / Analysis | Tax Structure Memorandum (Leonard Cross) | Buyer's Counsel | Leonard Cross | Prior to APA Execution | In Progress | IRC §1060 allocation, PA Bulk Sale, realty transfer tax, S-corp pass-through, sales/use tax exposure, state tax nexus
56 | Internal Memos / Analysis | Environmental Risk Assessment Memorandum | Buyer's Counsel | Megan Chu | Prior to APA Execution | In Progress | Analysis of Phase I/II findings; indemnity coverage; permit transfers
57 | Internal Memos / Analysis | Employee and Benefits Transition Memorandum | Buyer's Counsel | Megan Chu | Prior to APA Execution | Complete | CBA, 401(k), WARN, pension, union notification
58 | Internal Memos / Analysis | HSR Act Analysis Memorandum | Buyer's Counsel | Harrison Wexford | April 2025 | Complete | No filing required
59 | Internal Memos / Analysis | R&W Insurance Summary and Coverage Analysis | Buyer's Counsel | Megan Chu | Prior to APA Execution | In Progress | Policy exclusions, known matters carve-outs, interaction with APA indemnification (25% cap / $45,000,000), coverage gaps
60 | Correspondence | Letter — C&H to Broadmoor Strauss & Kline LLP re: Initial APA Draft Transmittal (May 2, 2025) | Buyer's Counsel | Harrison Wexford / Megan Chu | May 2, 2025 | Complete | Sent from C&H (600 Lexington Avenue, 30th Floor, New York, NY 10022) to Nathan R. Feldstein (600 Grant Street, Suite 4200, Pittsburgh, PA 15219)
61 | Correspondence | Email — Megan Chu to Sandra K. Liu re: NWC Methodology and Target Discussion (May 20, 2025) | Buyer's Counsel | Megan Chu | May 20, 2025 | Complete | NWC target $12,400,000; ±$250,000 collar; target agreed May 28, 2025
62 | Correspondence | Letter — C&H to Atlantic Fiduciary Trust Company re: Escrow Instructions | Buyer's Counsel | Megan Chu | Closing (est. July 31, 2025) | Pending | To Robert D. Whitaker, VP, AFTC
63 | Correspondence | Letter — C&H to Pinnacle National Bank, N.A. re: Satisfaction of Closing Conditions | Buyer's Counsel | Megan Chu | Prior to Closing | Pending | To Katherine M. Sweeney; requesting funding of $130,000,000 incremental term loan
[sheet: Key Dates & Deadlines]
Date | Event / Milestone | Status | Notes
November 15, 2021 | Existing Credit Agreement executed (Crestline / Pinnacle National Bank, N.A.) | Complete | Basis for Amendment No. 3 (incremental term loan)
April 1, 2025 | Calderwood & Harkness LLP engagement letter signed (Matter No. 1006-00006) | Complete | Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner)
April 8, 2025 | Matter opened | Complete
April 10, 2025 | Letter of Intent executed; 60-day exclusivity period begins | Complete | Exclusivity expires June 9, 2025
April 14, 2025 | Due diligence period commences | Complete
April 22, 2025 | Pinnacle National Bank commitment letter (Ref: PCL-2025-04-1187) and Ridgeway equity commitment letter executed | Complete | $130,000,000 term loan + $50,000,000 equity
May 2, 2025 | Draft APA circulated to Broadmoor Strauss & Kline LLP | Complete
May 5, 2025 | Phase I ESA reports delivered (Butler and Meadville) | Complete | Butler: REC identified; Meadville: No RECs
May 12, 2025 | Phase II ESA commenced (Butler property only) | Complete | TCE preliminary results: 12 ppb (standard: 5 ppb)
May 28, 2025 | Target Net Working Capital agreed ($12,400,000) | Complete | ±$250,000 collar
June 1, 2025 (approx.) | PA Bulk Sale Notice to be filed (60 days before est. closing) | In Progress | Required for tax clearance certificate
June 9, 2025 | LOI exclusivity period expires | Upcoming
June 15, 2025 | Estimated APA execution date | Target
June 21, 2025 | Ticking fee commences on financing commitment (25 bps/annum on undrawn) | Upcoming | 60 days after April 22, 2025 commitment letter
July 31, 2025 | Estimated Closing Date | Target
August 20, 2025 | Financing commitment expiration (Pinnacle National Bank, N.A.) | Deadline | 120 days from April 22, 2025 commitment letter
September 30, 2025 | Outside Date / Drop-Dead Date | Deadline | APA termination right if closing has not occurred
March 31, 2027 | CBA with International Paperworkers Union Local 814 expiration | Reference | Buyer assumes as successor employer
[sheet: Parties & Contacts]
Role | Organization | Entity Type / Jurisdiction | Key Contact | Title | Address | Reference Numbers
Buyer | Crestline Packaging Solutions LLC | Ohio LLC | Thomas R. Garner (CEO); Priya Mehta (CFO); Sandra K. Liu (General Counsel) | See individual titles | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | Ohio SOS: 4287653; EIN: 84-3291047
Buyer's Registered Agent | Capitol Statutory Services Inc. | Ohio Corporation | 65 East Ashbury Asset Advisors, Columbus, OH 43215
Seller | Allegheny Valley Packaging, Inc. | PA Corporation (S-Corp) | Gerald W. Horvath (President, 72%); Patricia A. Horvath (Director, 18%); Michael G. Horvath (VP Ops, 10%); Diane L. Pulaski (Controller) | See individual titles | 250 Industrial Boulevard, Butler, PA 16001 | PA DOS Entity ID: 6519847; EIN: 25-1784632
Seller's Registered Agent | Keystone Corporate Services LLC | PA LLC | 1500 Market Street, Suite 3500, Philadelphia, PA 19102
Sponsor / Equity Provider | Ridgeway Capital Partners Fund III, LP (GP: Ridgeway Capital GP III LLC) | Delaware LP / Delaware LLC | Julian C. Adler; Francesca DiNardo | Managing Partners | 277 Park Avenue, 38th Floor, New York, NY 10172 | EIN: 83-2107594
Buyer's Counsel | Calderwood & Harkness LLP | NY LLP | Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner); Megan Chu (Lead Associate); Derek Okonkwo (Working Associate); Leonard Cross (Tax Partner) | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Matter No. 1006-00006
Seller's Counsel | Broadmoor Strauss & Kline LLP | PA LLP | Nathan R. Feldstein (Lead Partner); Carolyn J. Ng (Associate) | 600 Grant Street, Suite 4200, Pittsburgh, PA 15219
Seller's Investment Banker | Veltrano Hargrave & Co. | NY Corporation | Warren T. Blackwell | Managing Director | One PPG Place, Suite 2600, Pittsburgh, PA 15222
Administrative Agent / Lead Arranger | Pinnacle National Bank, N.A. | National Banking Association (OH) | Katherine M. Sweeney | Relationship Manager | 1200 Euclid Avenue, Cleveland, OH 44115 | Commitment Ref: PCL-2025-04-1187
Syndicate Lender | Commonwealth Merchant Bank | PA State-Chartered Bank
Syndicate Lender | Heartland Commercial Finance LLC | Delaware LLC
Escrow Agent | Atlantic Fiduciary Trust Company | NY Trust Company | Robert D. Whitaker | Vice President | 60 Wall Street, 22nd Floor, New York, NY 10005
Buyer's Accounting Advisor | Hargrove Thornton LLP | OH LLP | Steven M. Raines | Engagement Partner | 200 Public Square, Suite 1900, Cleveland, OH 44114
Environmental Consultant | Greenvale Environmental Sciences LLC | MD LLC | Dr. Alicia Fernandez | Project Lead | 7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
Title Company | Great Lakes Title & Escrow Inc. | OH Corporation | 127 Public Square, Suite 1000, Cleveland, OH 44114
Title Insurer | Sentinel Title Insurance Corporation | MO Corporation | 500 North Broadway, Suite 1400, St. Louis, MO 63102
R&W Insurance Broker | Greystone Marsh Advisory LLC | NY LLC | Philip J. Tanaka | Broker | 399 Park Avenue, 16th Floor, New York, NY 10022
R&W Insurance Carrier | Northbridge Specialty Insurance Company | CT Insurance Company | Policy No. NSW-2025-07812
Seller's Auditors | Pendleton & Sawyer CPAs LLP | PA LLP | 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222
Seller's Existing Lender (Payoff) | Merchants & Traders Bank | PA State-Chartered Bank | Revolving facility: $20,000,000; outstanding: ~$14,200,000
Key Supplier | Consolidated Linerboard Corp. | GA Corporation | Containerboard supply agreement (Assumed Contract)
401(k) Administrator | Patriot Plan Administrators LLC | PA LLC | Allegheny Valley Packaging 401(k) Profit Sharing Plan (not assumed)
Union | International Paperworkers Union Local 814 | Labor Union (PA) | CBA: April 1, 2024 – March 31, 2027; ~185 hourly employees at Butler
[sheet: Third-Party Consents Tracker]
Item No. | Consent Type | Counterparty / Authority | Contract / Permit Description | Date Consent Requested | Date Consent Received | Status | Responsible Attorney | Notes
1 | Contract | Consolidated Linerboard Corp. | Containerboard supply agreement — key raw material supplier | Not Yet Requested | Derek Okonkwo | Critical supplier; priority consent
2 | Contract | Atlantic Coast Beverage Co. | Customer supply agreement — corrugated packaging | Not Yet Requested | Derek Okonkwo | Top 10 customer (~62% of TTM revenue from top 10)
3 | Contract | Great Northern Foods Inc. | Customer supply agreement — retail packaging | Not Yet Requested | Derek Okonkwo | Top 10 customer
4 | Contract | Tri-State Industrial Products LLC | Customer supply agreement — industrial packaging | Not Yet Requested | Derek Okonkwo | Top 10 customer
5 | Contract | Keystone Dairy Cooperative | Customer supply agreement — food-grade packaging | Not Yet Requested | Derek Okonkwo | Top 10 customer
6 | Contract | Appalachian Paper & Chemical Co. | Vendor supply agreement — adhesives and coatings | Not Yet Requested | Derek Okonkwo | Key vendor; anti-assignment clause in contract
7 | Contract | Summit Logistics Partners LLC | Transportation and distribution services agreement | Not Yet Requested | Derek Okonkwo | Exclusive distribution partner for Butler facility
8 | Contract | National Corrugating Equipment Corp. | Equipment lease agreement — corrugator line #3 (Butler) | Not Yet Requested | Derek Okonkwo | Capital lease; monthly payment ~$42,000; expires December 2027
9 | Contract | Precision Die & Tooling Inc. | Equipment lease agreement — flexographic printing press (Butler) | Not Yet Requested | Derek Okonkwo | Capital lease; monthly payment ~$28,000; expires March 2028
10 | Contract | Ohio Valley Energy Solutions LP | Natural gas supply agreement (Butler and Meadville) | Not Yet Requested | Derek Okonkwo | Fixed-rate contract through December 2026
11 | Contract | Pinnacle Software Solutions Inc. | Enterprise resource planning (ERP) software license agreement | Not Yet Requested | Derek Okonkwo | Non-transferable license; may require new agreement with Buyer
12 | Contract | Mid-Atlantic Waste Management Corp. | Waste disposal and recycling services agreement (Butler) | Not Yet Requested | Derek Okonkwo | Auto-renewal clause; consent required per Section 12.3
13 | Regulatory | PA Department of Revenue | PA Bulk Sale Tax Clearance Certificate | In Progress | Leonard Cross | Bulk Sale Notice to be filed ~60 days before closing
14 | Permit | PA DEP | Title V Operating Permit TV-10-00287 (Butler facility) — transfer/re-issuance | Not Yet Requested | Derek Okonkwo | Greenvale Environmental Sciences LLC advising
15 | Permit | PA DEP | General Permit GP-3 (Meadville facility) — transfer/re-issuance | Not Yet Requested | Derek Okonkwo | Greenvale Environmental Sciences LLC advising
16 | Other | International Paperworkers Union Local 814 | Union notification / successorship under CBA | Pending | Megan Chu | CBA expires March 31, 2027; Buyer assumes as successor employer; ~185 hourly employees at Butler
17 | Regulatory | N/A | HSR Act Filing | N/A | N/A | Not Required | Harrison Wexford | Threshold analysis completed; no filing required

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts