SPECIAL WARRANTY DEED
Prepared by: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Megan Chu, Esq.
Telephone: (212) 554-7200
After recording, return to: Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Sandra K. Liu, General Counsel
Tax Parcel Identification Number: ______ (Butler County Tax Parcel Number — to be inserted prior to recording)
Property Address: 250 Industrial Boulevard, Butler, PA 16001
Uniform Parcel Identifier (UPI): ______ (to be inserted prior to recording)
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED (this "Deed") is made and entered into as of the _ day of ___, 2025 (the "Effective Date"), pursuant to the laws of the Commonwealth of Pennsylvania, including without limitation Title 21 of the Pennsylvania Consolidated Statutes and 21 P.S. § 1 et seq.,
BY AND BETWEEN:
GRANTOR:
ALLEGHENY VALLEY PACKAGING, INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office and place of business at 250 Industrial Boulevard, Butler, PA 16001 (Pennsylvania Department of State Entity Identification Number: 6519847; Federal Employer Identification Number: 25-1784632) (hereinafter referred to as "Grantor"),
AND
GRANTEE:
CRESTLINE PACKAGING SOLUTIONS LLC, a limited liability company duly organized and existing under the laws of the State of Ohio, having its principal office and place of business at 4100 Commerce Parkway, Suite 800, Akron, OH 44308 (Ohio Secretary of State Filing Number: 4287653; Federal Employer Identification Number: 84-3291047) (hereinafter referred to as "Grantee").
RECITALS
WHEREAS, Grantor is the owner in fee simple of that certain real property and improvements located at 250 Industrial Boulevard, in the City of Butler, County of Butler, Commonwealth of Pennsylvania, consisting of approximately 22.5 acres of land improved with a manufacturing facility of approximately 285,000 square feet, as more particularly described herein and in Exhibit A attached hereto (the "Property"); and
WHEREAS, Grantor, as Seller, and Grantee, as Buyer, have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), pursuant to which Grantor has agreed to sell, convey, assign, transfer, and deliver to Grantee, and Grantee has agreed to purchase and acquire from Grantor, certain assets of Grantor, including without limitation the Property; and
WHEREAS, this Deed is being executed and delivered by Grantor to Grantee at the closing of the transactions contemplated by the APA (the "Closing"), in partial fulfillment of Grantor's obligations under the APA; and
WHEREAS, the conveyance of the Property pursuant to this Deed is made as part of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000.00) paid by Grantee to Grantor under the APA, with the specific portion of such aggregate purchase price allocated to the Property to be determined in accordance with the purchase price allocation to be prepared and agreed upon by the parties pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, within ninety (90) days following the Closing Date, as more particularly set forth in the APA; and
WHEREAS, Grantor desires to convey the Property to Grantee by this Special Warranty Deed, and Grantee desires to accept such conveyance, upon the terms and subject to the conditions set forth herein and in the APA.
NOW, THEREFORE, for and in consideration of the foregoing recitals, which are incorporated herein by this reference, and for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, lawful money of the United States of America, in hand paid by Grantee to Grantor, the receipt and sufficiency of which are hereby acknowledged by Grantor, and intending to be legally bound hereby, Grantor does hereby convey unto Grantee as follows:
GRANTING CLAUSE
KNOW ALL PERSONS BY THESE PRESENTS that Grantor, ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation, for and in consideration of the premises and the consideration described above, does hereby GRANT, BARGAIN, SELL, ALIEN, ENFEOFF, RELEASE, CONVEY, AND CONFIRM unto the said Grantee, CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, its successors and assigns, IN FEE SIMPLE:
ALL that certain lot or piece of ground, together with all buildings, structures, improvements, and fixtures erected thereon, situate in the City of Butler, County of Butler, Commonwealth of Pennsylvania, being more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land").
The Land is commonly known as 250 Industrial Boulevard, Butler, PA 16001, and comprises approximately 22.5 acres of land improved with a manufacturing and warehouse facility of approximately 285,000 square feet, together with all related structures, site improvements, parking areas, loading docks, utility infrastructure, and other improvements situated thereon (collectively, the "Improvements").
TOGETHER WITH all and singular the rights, alleys, passages, ways, waters, watercourses, streams, ponds, timber, woods, easements, privileges, advantages, hereditaments, and appurtenances whatsoever thereunto belonging or in anywise appertaining, and the reversions and remainders, rents, issues, and profits thereof, and all the estate, right, title, interest, property, claim, and demand whatsoever of the Grantor, in law, equity, or otherwise howsoever, in and to the same, and every part and parcel thereof, with the appurtenances.
TOGETHER WITH all right, title, and interest of Grantor in and to any land lying in the bed of any street, road, avenue, or alley, opened or proposed, in front of or adjoining the Land, to the center line thereof, and in and to any unpaid award for any taking by condemnation or eminent domain or for any damage to the Land or the Improvements by reason of a change of grade of any street, road, avenue, or alley.
TOGETHER WITH all fixtures, equipment, and personal property affixed to or used in connection with the Improvements that constitute real property under applicable law, including without limitation all heating, ventilation, and air conditioning systems and equipment; electrical systems and equipment; plumbing systems and equipment; fire suppression and alarm systems; security systems; elevators, if any; lighting fixtures; and all other fixtures and building systems permanently attached to or forming a part of the Improvements.
HABENDUM CLAUSE
TO HAVE AND TO HOLD the above-granted and described premises, with all the rights, privileges, improvements, hereditaments, and appurtenances thereto belonging or in anywise appertaining, unto the said Grantee, CRESTLINE PACKAGING SOLUTIONS LLC, its successors and assigns, to its and their only proper use, benefit, and behoof, FOREVER.
The estate hereby conveyed is a fee simple absolute estate, free and clear of all liens, claims, charges, and encumbrances whatsoever, except as specifically set forth in the "Permitted Exceptions" section below.
SPECIAL WARRANTY COVENANTS
AND Grantor, ALLEGHENY VALLEY PACKAGING, INC., for itself, its successors and assigns, does hereby covenant and agree with Grantee, its successors and assigns, as follows:
(a) Covenant Against Grantor's Encumbrances. Grantor covenants that Grantor has not done or suffered to be done anything whereby the premises hereby granted, or any part thereof, have been encumbered, charged, or burdened in any way whatsoever, except as hereinafter set forth in the Permitted Exceptions.
(b) Covenant of Special Warranty and Defense. Grantor will WARRANT SPECIALLY the property hereby conveyed and will defend the title to the same against all persons lawfully claiming or to claim the same, or any part thereof, by, through, or under Grantor, but against none other. Grantor shall, at its own cost and expense, defend, protect, and hold harmless Grantee, its successors and assigns, from and against any and all claims, demands, suits, actions, and proceedings arising from or relating to any lien, encumbrance, defect in title, or adverse claim affecting the Property that arises by, through, or under Grantor during Grantor's period of ownership.
(c) Limitation of Warranty. It is expressly understood and agreed that this Deed is a SPECIAL WARRANTY DEED (also known as a limited warranty deed) and is NOT a general warranty deed. The covenants and warranties of Grantor set forth herein extend only to, and are limited to, acts, omissions, encumbrances, liens, defects in title, and adverse claims arising by, through, or under Grantor during Grantor's period of ownership of the Property, and do not extend to, and Grantor expressly disclaims any responsibility for, any acts, omissions, encumbrances, liens, defects in title, or adverse claims arising by, through, or under any prior owner, predecessor in title, or other third party. Grantee acknowledges and agrees to this limitation of warranty.
PERMITTED EXCEPTIONS
The conveyance of the Property pursuant to this Deed is made SUBJECT TO the following exceptions, encumbrances, restrictions, and other matters (collectively, the "Permitted Exceptions"), as such term is defined in the APA:
1. Real Estate Taxes and Assessments. All real estate taxes, assessments, and governmental charges for the current tax year and all subsequent tax years, including without limitation those levied by the City of Butler, Butler County, and the Butler Area School District, prorated as of the Closing Date in accordance with Section 7.04 of the APA, to the extent not yet due and payable as of the date of this Deed. The parties acknowledge that real estate taxes for the current year have been prorated between Grantor and Grantee on a per diem basis through the Closing Date, with Grantor responsible for the portion allocable to the period prior to and including the Closing Date and Grantee responsible for the portion allocable to the period after the Closing Date.
2. Zoning and Land Use Regulations. All zoning ordinances, building codes, subdivision regulations, comprehensive plans, and land use regulations of the City of Butler and Butler County, Pennsylvania, as the same may be in effect from time to time, including without limitation the City of Butler Zoning Ordinance, as amended, under which the Property is currently zoned I-2 (Heavy Industrial District).
3. Easements, Restrictions, and Encumbrances of Record. All easements, restrictions, covenants, conditions, rights-of-way, reservations, and encumbrances of record in the Office of the Recorder of Deeds of Butler County, Pennsylvania, as of the date hereof, that do not, individually or in the aggregate, materially and adversely interfere with the current use and operation of the Property as a packaging manufacturing and distribution facility. Such encumbrances of record are more particularly identified in Exhibit B attached hereto.
4. Survey and Inspection Matters. Any state of facts, conditions, encroachments, overlaps, boundary line disputes, or other matters that an accurate and current survey or a physical inspection of the Property would reveal, including without limitation matters shown on that certain ALTA/NSPS Land Title Survey dated May 28, 2025, prepared by Northpointe Surveying & Engineering, Inc., Job Number 2025-0463.
5. Utility Easements and Rights. The rights of utility companies and public authorities to install, maintain, repair, replace, and operate existing and future utility lines, pipes, conduits, cables, poles, wires, transformers, meters, and related equipment on, over, under, and across the Property, including without limitation rights held by Tarrant Enterprises, Camberwell Holdings (d/b/a West Penn Power), Greaves Industries, and the Butler Area Sewer Authority.
6. Title Commitment Exceptions. All title exceptions, requirements, and conditions set forth on Schedule B, Section 2 of that certain Commitment for Title Insurance issued by Sentinel Title Insurance Corporation, Commitment Number BTL-2025-09834, with an effective date of May 15, 2025, as updated through the Closing Date, which exceptions have been reviewed and accepted by Grantee pursuant to Section 5.03 of the APA.
7. Environmental Conditions. Those certain environmental conditions disclosed in the Phase I Environmental Site Assessment dated May 5, 2025, and the Phase II Environmental Site Assessment dated June 2, 2025, each prepared by Greenvale Environmental Sciences LLC for the benefit of Grantee, including without limitation the Recognized Environmental Condition ("REC") identified at the northeast corner of the Property involving historical solvent use and disposal activities, as more particularly described in the "Environmental Disclosure" section below. The foregoing is subject to the environmental indemnification provisions of Article X of the APA, pursuant to which Grantor has agreed to provide a special indemnity of up to Eight Million Dollars ($8,000,000.00) for pre-Closing environmental conditions affecting the Property, which indemnification obligation shall survive for a period of thirty-six (36) months from the Closing Date.
8. PA DEP Permits. The terms, conditions, requirements, and obligations of Pennsylvania Department of Environmental Protection Title V Operating Permit No. TV-10-00287, issued to Grantor, together with all amendments, modifications, renewals, and supplements thereto, as the same may be transferred to, assumed by, or reissued in the name of Grantee following the Closing.
PENNSYLVANIA REALTY TRANSFER TAX STATEMENT
The parties acknowledge and agree that the conveyance of the Property pursuant to this Deed is subject to the Pennsylvania Realty Transfer Tax imposed under the act of March 4, 1971 (P.L. 6, No. 2), known as the Tax Reform Code of 1971, Article XI-C, 72 P.S. § 8101-C et seq., and the Local Tax Enabling Act, as applicable.
The applicable combined state and local realty transfer tax rate for transfers of real property situated in Butler County, Pennsylvania, is two percent (2.0%) of the value of the real property conveyed, consisting of (i) one percent (1.0%) payable to the Commonwealth of Pennsylvania and (ii) one percent (1.0%) payable to Butler County and/or the City of Butler.
The realty transfer tax shall be computed on the value allocated to the real property conveyed hereby, as determined in the purchase price allocation to be prepared by the parties pursuant to Section 1060 of the Internal Revenue Code and Section 2.06 of the APA. The parties estimate that the portion of the aggregate purchase price allocable to the real property (including land and improvements) conveyed hereby is approximately Eighteen Million Dollars ($18,000,000.00), resulting in an estimated total realty transfer tax of approximately Three Hundred Sixty Thousand Dollars ($360,000.00).
Pursuant to Section 7.05 of the APA, the total realty transfer tax payable in connection with the recording of this Deed shall be borne equally by Grantor and Grantee, with each party bearing approximately One Hundred Eighty Thousand Dollars ($180,000.00) (subject to adjustment based on the final purchase price allocation).
A Statement of Value on Pennsylvania Department of Revenue Form REV-183 has been prepared and executed by the parties and shall be filed with the Office of the Recorder of Deeds of Butler County, Pennsylvania, concurrently with the recording of this Deed, in accordance with applicable law.
ENVIRONMENTAL DISCLOSURE
In connection with the transactions contemplated by the APA, the following environmental matters affecting the Property have been disclosed to Grantee, and Grantee has been afforded the opportunity to investigate such matters:
(a) Phase I Environmental Site Assessment. A Phase I Environmental Site Assessment of the Property was prepared by Greenvale Environmental Sciences LLC ("Greenvale"), dated May 5, 2025, in conformance with ASTM Standard Practice E1527-21. The Phase I ESA identified one (1) Recognized Environmental Condition ("REC") at the Property, specifically involving historical solvent use and disposal practices at the northeast corner of the Property, associated with prior degreasing operations conducted at the facility during the period from approximately 1978 through 2002. The Phase I ESA also identified two (2) Controlled Recognized Environmental Conditions ("CRECs") and one (1) Historical Recognized Environmental Condition ("HREC") as more particularly described in the Phase I ESA report.
(b) Phase II Environmental Site Assessment. Based on the findings of the Phase I ESA, a Phase II Environmental Site Assessment was commenced on May 12, 2025, and the final report was issued by Greenvale on June 2, 2025. The Phase II ESA included the installation and sampling of six (6) groundwater monitoring wells and twenty-four (24) soil borings in the vicinity of the identified REC. The Phase II ESA indicated concentrations of trichloroethylene ("TCE") in shallow groundwater samples collected from monitoring wells MW-3 and MW-4 at levels of 12 parts per billion ("ppb") and 9 ppb, respectively. These concentrations exceed the Pennsylvania Act 2 (Land Recycling and Environmental Remediation Standards Act, 35 P.S. § 6026.101 et seq.) Medium-Specific Concentration ("MSC") standard for TCE in groundwater of 5 ppb, as set forth in 25 Pa. Code § 250.305, Table 1. Soil samples from the same area indicated TCE concentrations below the applicable residential and non-residential MSC standards for soil. The Phase II ESA estimated that remediation costs to achieve compliance with the applicable statewide health standard or site-specific standard under Act 2 would range from approximately One Million Two Hundred Thousand Dollars ($1,200,000.00) to Two Million Eight Hundred Thousand Dollars ($2,800,000.00), depending on the remedial approach selected and the timeframe for achieving compliance.
(c) Preservation of APA Rights. Grantee's acceptance of this Deed and the conveyance of the Property hereunder shall not constitute, and shall not be deemed to constitute, a waiver, release, diminution, or modification of any environmental indemnification rights, remedies, representations, warranties, or covenants of Grantee under the APA, including without limitation the special environmental indemnification provisions set forth in Section 10.03(b) of the APA. All such rights and remedies are expressly reserved and shall survive the delivery and recording of this Deed in accordance with the terms of the APA.
RELATIONSHIP TO ASSET PURCHASE AGREEMENT
This Deed is executed and delivered by Grantor to Grantee pursuant to, and in partial fulfillment of the obligations of Grantor under, the Asset Purchase Agreement dated as of June 15, 2025, between Grantor, as Seller, and Grantee, as Buyer. The execution and delivery of this Deed is a condition to the obligations of Grantee to consummate the Closing under the APA.
Nothing contained in this Deed shall be deemed to supersede, limit, expand, modify, or otherwise alter the representations, warranties, covenants, agreements, conditions, indemnification obligations, or other terms and provisions set forth in the APA. The representations, warranties, covenants, and indemnification obligations of the parties under the APA shall survive the Closing and the delivery and recording of this Deed in accordance with the terms and conditions of the APA, and shall not be merged into or extinguished by this Deed.
In the event of any conflict or inconsistency between the terms of this Deed and the terms of the APA, the terms of the APA shall control and govern; provided, however, that the covenants of title expressly set forth in this Deed (including the special warranty covenants) shall survive the delivery and recording of this Deed and shall not be deemed limited, modified, or extinguished by any provision of the APA, except as expressly provided therein.
Capitalized terms used but not defined in this Deed shall have the meanings ascribed to such terms in the APA.
MISCELLANEOUS
This Deed shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.
This Deed may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic means in compliance with the Pennsylvania Uniform Electronic Transactions Act, 73 Pa.C.S. § 2260.101 et seq., shall be deemed original signatures for all purposes.
The provisions of this Deed shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives.
EXECUTION AND ACKNOWLEDGMENT
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly executed and delivered as of the day and year first above written.
GRANTOR:
ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation
By: ________
Name: Gerald W. Horvath
Title: President
Date: ________
ATTEST:
By: ________
Name: Diane L. Pulaski
Title: Controller
[CORPORATE SEAL]
NOTARIAL ACKNOWLEDGMENT — GRANTOR
COMMONWEALTH OF PENNSYLVANIA COUNTY OF BUTLER
On this _ day of ___, 2025, before me, the undersigned notary public, personally appeared Gerald W. Horvath, who acknowledged himself to be the President of ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation, and that he, as such officer, being authorized to do so, executed the foregoing Special Warranty Deed for the purposes therein contained, by signing the name of the corporation by himself as President.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
[NOTARIAL SEAL]
Acting in and for the Commonwealth of Pennsylvania. This notarial act is performed pursuant to the Pennsylvania Revised Uniform Law on Notarial Acts, 57 Pa.C.S. § 301 et seq.
ACCEPTANCE BY GRANTEE
Grantee hereby accepts the conveyance of the Property pursuant to this Deed, subject to the Permitted Exceptions set forth herein and in accordance with the terms and conditions of the Asset Purchase Agreement dated as of June 15, 2025.
GRANTEE:
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: ________
NOTARIAL ACKNOWLEDGMENT — GRANTEE
COMMONWEALTH OF PENNSYLVANIA COUNTY OF BUTLER
On this _ day of ___, 2025, before me, the undersigned notary public, personally appeared Thomas R. Garner, who acknowledged himself to be the Chief Executive Officer of CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, and that he, as such officer, being authorized to do so, executed the foregoing acceptance for the purposes therein contained, by signing the name of the limited liability company by himself as Chief Executive Officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
[NOTARIAL SEAL]
Acting in and for the Commonwealth of Pennsylvania. This notarial act is performed pursuant to the Pennsylvania Revised Uniform Law on Notarial Acts, 57 Pa.C.S. § 301 et seq.
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
All that certain lot, piece, or parcel of land, together with all buildings, structures, improvements, and fixtures erected thereon, situate, lying, and being in the City of Butler, County of Butler, Commonwealth of Pennsylvania, bounded and described as follows:
BEGINNING at an iron pin set in the northerly right-of-way line of Industrial Boulevard (60 feet wide), said iron pin being located at the intersection of the said northerly right-of-way line of Industrial Boulevard with the easterly right-of-way line of Commerce Drive (50 feet wide), said point of beginning being further described as located at Pennsylvania State Plane Coordinates (North Zone, NAD 83), Northing: ____, Easting: ____;
THENCE along the said northerly right-of-way line of Industrial Boulevard, South 78 degrees 24 minutes 30 seconds East, a distance of ____ feet to an iron pin;
THENCE leaving the said northerly right-of-way line of Industrial Boulevard and running along lands now or formerly of Butler County Industrial Development Authority, North 11 degrees 35 minutes 30 seconds East, a distance of ____ feet to an iron pin;
THENCE continuing along lands now or formerly of Butler County Industrial Development Authority, North 78 degrees 24 minutes 30 seconds West, a distance of ____ feet to an iron pin set in the said easterly right-of-way line of Commerce Drive;
THENCE along the said easterly right-of-way line of Commerce Drive, South 11 degrees 35 minutes 30 seconds West, a distance of ____ feet to the iron pin at the POINT AND PLACE OF BEGINNING.
CONTAINING approximately 22.5 acres (__ square feet), more or less.
Note: The foregoing metes and bounds description is a general representation only. The complete and final metes and bounds description, including all courses, distances, curve data, and tie lines, shall be derived from the ALTA/NSPS Land Title Survey dated May 28, 2025, prepared by Northpointe Surveying & Engineering, Inc., Job Number 2025-0463, and shall be inserted prior to the execution and recording of this Deed.
BEING the same premises which were conveyed to Allegheny Valley Packaging, Inc. by deed of Butler Industrial Properties, LP, dated __, 20, and recorded in the Office of the Recorder of Deeds of Butler County, Pennsylvania, in Deed Book __, at Page __.
IMPROVEMENTS: The Property is improved with a manufacturing and warehouse facility consisting of approximately 285,000 square feet of building area, including production areas, warehousing and distribution space, office space, and supporting infrastructure, constructed of steel frame, concrete block, and metal panel construction.
TAX PARCEL IDENTIFICATION NUMBER(S): ______ (to be inserted prior to recording)
EXHIBIT B
PERMITTED EXCEPTIONS
The conveyance of the Property is subject to the following Permitted Exceptions, as identified in the Commitment for Title Insurance issued by Sentinel Title Insurance Corporation, Commitment Number BTL-2025-09834, effective date May 15, 2025 (the "Title Commitment"), and as otherwise set forth in the body of this Deed:
1. Real Estate Taxes. Real estate taxes and assessments for the current year and subsequent years, not yet due and payable, prorated as of the Closing Date in accordance with the APA.
2. Zoning and Land Use. All applicable zoning ordinances, building codes, subdivision regulations, and land use restrictions of the City of Butler and Butler County, Pennsylvania.
3. Easement — Tarrant Enterprises. Easement for water lines and appurtenances granted to Tarrant Enterprises (successor to Butler Water Company) by instrument dated March 14, 1987, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __.
4. Easement — West Penn Power. Easement for electric transmission and distribution lines and appurtenances granted to West Penn Power Company (now Camberwell Holdings, d/b/a West Penn Power) by instrument dated June 22, 1985, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __.
5. Easement — Greaves Industries. Easement for gas pipelines and appurtenances granted to Greaves Industries, Inc. by instrument dated September 8, 1989, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __.
6. Easement — Butler Area Sewer Authority. Easement for sanitary sewer lines and appurtenances granted to the Butler Area Sewer Authority by instrument dated November 3, 1986, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __.
7. Declaration of Covenants — Butler Industrial Park. Declaration of Covenants, Conditions, and Restrictions for the Butler Industrial Park, dated April 15, 1984, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __, as amended by that certain First Amendment to Declaration of Covenants, Conditions, and Restrictions dated October 1, 1992, and recorded in Deed Book __, Page __.
8. Stormwater Management Easement. Stormwater management and drainage easement granted to the City of Butler by instrument dated February 7, 1991, and recorded in the Office of the Recorder of Deeds of Butler County in Deed Book __, Page __.
9. Right-of-Way — Industrial Boulevard. Right-of-way dedication for Industrial Boulevard as shown on the subdivision plan for Butler Industrial Park, recorded in the Office of the Recorder of Deeds of Butler County in Plan Book __, Page __.
10. Survey Matters. Any state of facts shown on the ALTA/NSPS Land Title Survey dated May 28, 2025, prepared by Northpointe Surveying & Engineering, Inc., Job Number 2025-0463.
11. Environmental Conditions. Environmental conditions disclosed in the Phase I and Phase II Environmental Site Assessments prepared by Greenvale Environmental Sciences LLC, including without limitation the Recognized Environmental Condition at the northeast corner of the Property involving historical solvent use and disposal activities, subject to the environmental indemnification provisions of the APA.
12. PA DEP Permits. Terms and conditions of Pennsylvania Department of Environmental Protection Title V Operating Permit No. TV-10-00287 and all other environmental permits and approvals affecting the Property.
Note: Deed book and page number references in this Exhibit B are to be confirmed and inserted from the final title search conducted by Great Lakes Title & Escrow Inc. and the Title Commitment issued by Sentinel Title Insurance Corporation prior to the execution and recording of this Deed.
RECORDING INFORMATION
FOR RECORDER'S USE ONLY
Date of Recording: ________
Deed Book: ____ Page: ____
Instrument Number: ________
Butler County Recorder of Deeds
________________________________________
Grantee's Address for Tax Assessment Purposes:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
(or such local address as Grantee may hereafter designate in writing to the appropriate taxing authorities)
Realty Transfer Tax Paid:
State Tax (1.0%): $ ____
Local Tax (1.0%): $ ____
Total Tax (2.0%): $ ____
PA Form REV-183 (Statement of Value) filed herewith: Yes No