WHEN RECORDED, RETURN TO:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Megan Chu
Tax Parcel ID No.: ____ (Crawford County Tax Parcel ID for 1480 Conneaut Lake Road, Meadville, PA 16335) UPI: ____ (Uniform Parcel Identifier per 21 Pa.C.S. § 5615)
SPECIAL WARRANTY DEED
Pennsylvania Special Warranty Deed Prepared for Recording in the Office of the Recorder of Deeds in and for Crawford County, Commonwealth of Pennsylvania
PREAMBLE
THIS SPECIAL WARRANTY DEED (this "Deed") is made and entered into as of the _ day of July, 2025 (the "Closing Date"),
BY AND BETWEEN:
GRANTOR:
Allegheny Valley Packaging, Inc., a Pennsylvania corporation, with Pennsylvania Department of State Entity ID No. 6519847, Employer Identification Number 25-1784632, having its principal office and place of business at 250 Industrial Boulevard, Butler, Pennsylvania 16001, and having designated as its registered agent Keystone Corporate Services LLC, with an address at 1500 Market Street, Suite 3500, Philadelphia, Pennsylvania 19102 (hereinafter referred to as "Grantor"),
AND
GRANTEE:
Crestline Packaging Solutions LLC, an Ohio limited liability company, with Ohio Secretary of State Filing No. 4287653, Employer Identification Number 84-3291047, having its principal office and place of business at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308, and having designated as its registered agent Capitol Statutory Services Inc., with an address at 65 East Ashbury Asset Advisors, Columbus, Ohio 43215 (hereinafter referred to as "Grantee").
RECITALS
WHEREAS, Grantor is the owner in fee simple of certain real property, together with all improvements thereon erected, situate in the City of Meadville, Crawford County, Commonwealth of Pennsylvania, commonly known as 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335, as more particularly described herein and in Exhibit A attached hereto (the "Property"); and
WHEREAS, this Deed is executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of June 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and between Grantor and Grantee, pursuant to which Grantor has agreed to sell, assign, transfer, convey, and deliver to Grantee, and Grantee has agreed to purchase and acquire from Grantor, certain assets of Grantor, including the Property, all upon the terms and subject to the conditions set forth therein; and
WHEREAS, Grantor desires to grant, bargain, sell, convey, and confirm the Property unto Grantee, and Grantee desires to accept such grant, bargain, sale, conveyance, and confirmation, in accordance with the terms of the Purchase Agreement and this Deed.
NOW, THEREFORE, for and in consideration of the sum of _____ Dollars ($___), being the portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000.00) allocated to the Property pursuant to the purchase price allocation set forth in the Purchase Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by Grantor, Grantor does hereby grant, bargain, sell, convey, and confirm unto Grantee as follows:
GRANTING CLAUSE
Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, AND CONFIRM unto Grantee, its successors and assigns, forever, all that certain lot or piece of ground, together with all improvements thereon erected, situate, lying, and being in the City of Meadville, Crawford County, Commonwealth of Pennsylvania, commonly known and numbered as:
1480 Conneaut Lake Road Meadville, Pennsylvania 16335
being more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference, consisting of approximately 8.2 acres of land upon which are situated approximately 110,000 square feet of improvements, including a manufacturing facility and related structures (the "Property");
TOGETHER WITH all and singular the rights, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, and the reversions and remainders, rents, issues, and profits thereof;
TOGETHER WITH all buildings, structures, fixtures, and improvements of every kind and character now or hereafter situated on, under, or upon the land, including without limitation all plumbing, heating, ventilating, air conditioning, mechanical, electrical, and other systems, equipment, and fixtures attached to or forming a part of any building or improvement on the land;
TOGETHER WITH all right, title, and interest of Grantor in and to any land lying in the bed of any street, road, alley, or right-of-way, opened or proposed, in front of, at the side of, or adjoining or abutting the Property, to the center line thereof, and in and to any strips and gores of land adjacent to or abutting the Property;
TOGETHER WITH all right, title, and interest of Grantor in and to any award or awards heretofore made or hereafter to be made by any governmental authority for the taking by eminent domain of the whole or any part of the Property or any appurtenance thereto, including any award for a change of grade of streets, and Grantor does hereby assign and transfer to Grantee all of Grantor's right, title, and interest in and to any such award.
HABENDUM CLAUSE
TO HAVE AND TO HOLD the above-described premises, with all and singular the rights, privileges, hereditaments, and appurtenances thereof, unto the Grantee, its successors and assigns, to and for the only proper use, benefit, and behoof of the Grantee, its successors and assigns, forever.
SPECIAL WARRANTY COVENANTS
AND Grantor, for itself, its successors and assigns, does hereby covenant, promise, and agree to and with the Grantee, its successors and assigns, as follows:
1. Warranty Against Grantor's Acts. Grantor covenants that it has not done or suffered to be done anything whereby the premises hereby granted are or may be encumbered, impaired, or charged in any manner whatsoever, except as expressly set forth herein and except for the Permitted Exceptions (as defined below).
2. Covenant of Special Warranty. Grantor will warrant specially the property hereby granted and will defend the same against all persons lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise. This covenant of special warranty shall extend only to claims arising by, through, or under Grantor during the period of Grantor's ownership of the Property, and shall not extend to any claims arising prior to Grantor's acquisition of the Property or from any other source.
3. Permitted Exceptions. The conveyance made hereby is subject to the following matters (collectively, the "Permitted Exceptions"):
(a) All easements, restrictions, rights-of-way, reservations, covenants, conditions, and agreements of record as of the date hereof, to the extent the same are valid and subsisting and affect the Property;
(b) All applicable zoning ordinances, building codes, subdivision regulations, land use regulations, and other governmental regulations and requirements affecting the Property, including without limitation those imposed by the City of Meadville, Crawford County, and the Commonwealth of Pennsylvania;
(c) Real estate taxes and assessments for the fiscal year in which the Closing Date occurs and subsequent years, which are not yet due and payable as of the Closing Date, prorated between Grantor and Grantee as of the Closing Date in accordance with the terms of the Purchase Agreement;
(d) Matters shown or disclosed on the survey of the Property obtained by or on behalf of Grantee, prepared by Great Lakes Title & Escrow Inc., including all matters that would be disclosed by a current, accurate survey and inspection of the Property;
(e) All matters disclosed, identified, or referenced in the title commitment issued by Sentinel Title Insurance Corporation with respect to the Property (Commitment No. ____, effective date ____), including all Schedule B exceptions set forth therein;
(f) Such other exceptions, encumbrances, liens, restrictions, and matters as are set forth on the schedule of Permitted Exceptions attached to the Purchase Agreement, which schedule is incorporated herein by this reference; and
(g) The lien of any assessments by any applicable homeowners' association, property owners' association, or similar body, if any, not yet due and payable.
4. Environmental Matters. Grantor notes for the record that a Phase I Environmental Site Assessment of the Property was completed on May 5, 2025 by Greenvale Environmental Sciences LLC. No Recognized Environmental Conditions, as defined by ASTM Standard E1527-21, were identified at the Meadville property in such assessment. Unlike the property situated at Grantor's Butler, Pennsylvania facility, no Phase II Environmental Site Assessment was required or performed for the Meadville property. The foregoing is provided for informational purposes only and shall not be deemed to constitute a representation or warranty by Grantor except to the extent expressly set forth in the Purchase Agreement.
ENVIRONMENTAL PERMITS NOTATION
The Property is associated with certain environmental permits issued by the Pennsylvania Department of Environmental Protection ("PA DEP"), including without limitation PA DEP General Permit GP-3 for the Meadville facility. The transfer, re-issuance, or modification of such environmental permits in connection with the conveyance contemplated hereby is being handled separately by the parties pursuant to the terms and conditions of the Purchase Agreement and in accordance with applicable PA DEP requirements and regulations. Nothing in this Deed shall be deemed to effect or constitute a transfer of any such environmental permit, and Grantee acknowledges that the transfer or re-issuance of such permits is subject to the separate approval of the PA DEP and compliance with all applicable regulatory requirements.
TRANSFER TAX STATEMENT
The parties acknowledge that this conveyance is subject to the Pennsylvania Realty Transfer Tax imposed under Article XI-C of the Tax Reform Code of 1971 (72 P.S. § 8101-C et seq.) and the applicable local realty transfer tax imposed by Crawford County and/or the City of Meadville, at a combined state and local rate of two percent (2%) of the value of the real estate conveyed.
The realty transfer tax on this conveyance shall be calculated based upon the fair market value of, or the consideration allocated to, the Property pursuant to the purchase price allocation to be agreed upon by Grantor and Grantee under the Purchase Agreement. The aggregate consideration for real property being conveyed under the Purchase Agreement (encompassing both the Butler, Pennsylvania property and the Meadville, Pennsylvania property) is estimated at approximately Eighteen Million Dollars ($18,000,000.00) out of an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000.00). The specific allocation of the purchase price to the Meadville property shall be determined in accordance with the methodology prescribed by Section 1060 of the Internal Revenue Code of 1986, as amended, and reflected on IRS Form 8594 (Asset Acquisition Statement Under Section 1060), to be mutually agreed upon by Grantor and Grantee within ninety (90) days following the Closing Date, as set forth in the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, the realty transfer tax due in connection with this conveyance shall be borne equally by Grantor and Grantee, with each party being responsible for fifty percent (50%) of such tax.
A Statement of Value on Pennsylvania Department of Revenue Form REV-183 (or such successor form as may be required) has been or will be duly completed, executed, and filed with the Recorder of Deeds of Crawford County contemporaneously with the recording of this Deed, in accordance with applicable law.
CERTIFICATION OF RESIDENCY / FIRPTA
In connection with this conveyance, Grantor has separately executed and delivered to Grantee a certification of non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(b)(2) (the "FIRPTA Certificate"), certifying under penalties of perjury that Grantor, Allegheny Valley Packaging, Inc. (EIN: 25-1784632), is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code. The FIRPTA Certificate has been delivered to Grantee and is not being recorded with this Deed, but is maintained by Grantee in its records in accordance with applicable Treasury Regulations.
CHAIN OF TITLE
BEING the same premises which _____ by deed dated the _ day of ____, _, and recorded in the Office of the Recorder of Deeds in and for Crawford County, Pennsylvania, in Deed Book _, Page _ / Instrument Number _____, granted and conveyed unto Allegheny Valley Packaging, Inc.
PENNSYLVANIA STATUTORY COMPLIANCE
This Deed is intended to comply with all applicable requirements of the laws of the Commonwealth of Pennsylvania governing the conveyance of real property, including without limitation the provisions of 21 Pa.C.S. (the Uniform Real Property Electronic Recording Act, 21 Pa.C.S. § 5615, if applicable to the electronic recording of this instrument in Crawford County).
Grantee's Address for Tax Duplicate Purposes:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308
The Recorder of Deeds of Crawford County is hereby directed to index the Grantee's address set forth above for purposes of the tax duplicate and for the mailing of all real estate tax bills and notices relating to the Property.
EXECUTION
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly executed 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: ________
(Corporate Seal)
WITNESS/ATTEST:
________________________________________
Name: ________
(Witness)
________________________________________
Name: ________
(Witness)
NOTARY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA COUNTY OF ____________________
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.
He is personally known to me or has produced satisfactory evidence of identification in the form of _____.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
(Notarial Seal)
This instrument was prepared by Megan Chu, Esq., Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022.
EXHIBIT A
LEGAL DESCRIPTION OF THE MEADVILLE PROPERTY
Property Address: 1480 Conneaut Lake Road, Meadville, Crawford County, Pennsylvania 16335
Tax Parcel ID No.: ____
All that certain lot, piece, or parcel of land, together with all improvements thereon erected, situate, lying, and being in the City of Meadville, Crawford County, Commonwealth of Pennsylvania, bounded and described as follows:
BEGINNING at a point on the southerly right-of-way line of Conneaut Lake Road (State Route 322) at the northeast corner of lands now or formerly of _____;
THENCE along said southerly right-of-way line of Conneaut Lake Road, _____ degrees _____ minutes _____ seconds East, a distance of _____ feet to a point;
THENCE along lands now or formerly of _____, South _____ degrees _____ minutes _____ seconds East, a distance of _____ feet to a point;
THENCE along lands now or formerly of _____, South _____ degrees _____ minutes _____ seconds West, a distance of _____ feet to a point;
THENCE along lands now or formerly of _____, North _____ degrees _____ minutes _____ seconds West, a distance of _____ feet to the point and place of BEGINNING.
CONTAINING approximately 8.2 acres of land, more or less, as shown on that certain survey prepared by Great Lakes Title & Escrow Inc., dated _____, Project No. _____.
The improvements on the Property consist of an approximately 110,000 square foot manufacturing facility and related structures, including but not limited to warehouse space, office areas, loading docks, paved parking areas, and ancillary site improvements.
BEING the same premises conveyed to Allegheny Valley Packaging, Inc. by deed recorded in the Office of the Recorder of Deeds of Crawford County, Pennsylvania, in Deed Book _, Page _ / Instrument Number _____.
NOTE: The metes and bounds description set forth above is a placeholder and shall be completed based upon the final survey and title search prior to execution and recording. In the event of any conflict between the metes and bounds description set forth herein and the recorded plat or survey of the Property, the metes and bounds description as confirmed by the surveyor shall control.
EXHIBIT B
PERMITTED EXCEPTIONS
The conveyance of the Property described in this Special Warranty Deed is subject to the following Permitted Exceptions, as identified in the title commitment issued by Sentinel Title Insurance Corporation (Commitment No. ____) and as set forth in the Purchase Agreement:
1. Real Estate Taxes and Assessments. Real estate taxes and assessments for the year 2025 and subsequent years, not yet due and payable as of the Closing Date, prorated between Grantor and Grantee as of the Closing Date pursuant to the terms of the Purchase Agreement. All real estate taxes and assessments for years prior to 2025 have been paid in full.
2. Zoning and Land Use Regulations. All applicable zoning ordinances, building codes, land use regulations, subdivision regulations, and governmental regulations and requirements of the City of Meadville, Crawford County, and the Commonwealth of Pennsylvania, as the same may be amended from time to time, including without limitation the City of Meadville Zoning Ordinance, as amended.
3. Utility Easements. Easement in favor of Brightmoor Enterprises (a Strathmore Group) for overhead and underground electric power lines and related facilities, as recorded in the Office of the Recorder of Deeds of Crawford County in Deed Book _, Page _, and any amendments or supplements thereto.
4. Utility Easements (Continued). Easement in favor of Cobalt Ridge Partners LLC for the installation, maintenance, and operation of natural gas pipelines and related facilities, as recorded in the Office of the Recorder of Deeds of Crawford County in Deed Book _, Page _, and any amendments or supplements thereto.
5. Sanitary Sewer Easement. Easement in favor of the Meadville Area Sewer Authority for the installation, maintenance, and operation of sanitary sewer lines and related facilities, as recorded in the Office of the Recorder of Deeds of Crawford County in Deed Book _, Page _.
6. Stormwater Management. Any rights, restrictions, or obligations imposed by stormwater management plans, permits, or agreements applicable to the Property, including any National Pollutant Discharge Elimination System (NPDES) permits or stormwater best management practice requirements.
7. Access Easement. Non-exclusive easement for ingress and egress across the northwesterly portion of the Property in favor of the adjacent parcel now or formerly owned by _____, as recorded in the Office of the Recorder of Deeds of Crawford County in Deed Book _, Page _.
8. Survey Matters. All matters shown, disclosed, or that would be disclosed by the survey of the Property prepared by Great Lakes Title & Escrow Inc., dated _____, including but not limited to encroachments, overlaps, boundary line disputes, and any other matters that would be revealed by an accurate survey and physical inspection of the Property.
9. Restrictions of Record. Any and all covenants, conditions, restrictions, and declarations of record affecting the Property, to the extent the same are valid, subsisting, and enforceable.
10. Rights of Tenants. Rights of any tenants or occupants of the Property, if any, as tenants only, without any right of first refusal or option to purchase.
11. Additional Purchase Agreement Exceptions. Such other exceptions, encumbrances, liens, restrictions, and matters as are expressly set forth on the schedule of Permitted Exceptions attached to the Purchase Agreement, all of which are incorporated herein by this reference.