1006-00006 · Client 1006 · Correspondence

letter-closing-conditions-to-pinnacle.docx DOCUMENT M&A / Corporate

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

July 28, 2025

Katherine M. Sweeney Relationship Manager Pinnacle National Bank, N.A., as Administrative Agent 1200 Euclid Avenue Cleveland, OH 44115

Re: Satisfaction of Closing Conditions — Amendment No. 3 to Credit Agreement (Incremental Term Loan)

Commitment Letter Reference: PCL-2025-04-1187

Calderwood & Harkness Matter No.: 1006-00006

Dear Ms. Sweeney:

This firm represents Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or "CPS"), as counsel in connection with the Borrower's acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP" or the "Seller"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and between CPS, as buyer, and AVP, as seller. We are writing to you in your capacity as Relationship Manager at Pinnacle National Bank, N.A. ("Pinnacle" or the "Administrative Agent"), acting in its capacity as Administrative Agent under the credit facilities described below.

Reference is made to that certain Credit Agreement, dated as of November 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among CPS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC, as syndicate lenders (collectively, the "Lenders"). Reference is further made to Amendment No. 3 to the Existing Credit Agreement (the "Incremental Amendment"), executed by the Borrower, the Administrative Agent, and the Lenders, which establishes a $130,000,000 incremental term loan facility (the "Incremental Term Loan") under the Existing Credit Agreement.

The purpose of this letter is to confirm the satisfaction or expected satisfaction of each of the conditions precedent to the funding of the Incremental Term Loan set forth in the Incremental Amendment and the Existing Credit Agreement, and to formally request that the Administrative Agent fund the Incremental Term Loan on the anticipated Closing Date of July 31, 2025 (the "Closing Date"), in accordance with the terms and conditions of the Incremental Amendment and the Existing Credit Agreement. We note that the commitment expiration date under the Commitment Letter (Reference No. PCL-2025-04-1187) dated April 22, 2025 is August 20, 2025, and the anticipated Closing Date of July 31, 2025 falls well within that commitment window.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement, the Incremental Amendment, or the APA, as applicable.

1. Transaction Overview

CPS is acquiring substantially all of the assets of AVP for an aggregate purchase price of $180,000,000 (the "Purchase Price"), subject to customary post-closing adjustments for working capital, indebtedness, cash, and transaction expenses as set forth in the APA. The transaction is structured as an asset purchase and is governed by the laws of the State of New York without regard to conflict of laws principles.

The acquisition represents a strategic bolt-on to CPS's existing manufacturing footprint in the corrugated and specialty packaging sector. CPS is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway" or the "Sponsor"), which acquired CPS in November 2021 in connection with the original credit facility closing. The acquisition of AVP is expected to enhance CPS's geographic reach, expand its product offerings in the specialty packaging segment, and generate meaningful operational synergies across the combined platform.

AVP is a family-owned corrugated and specialty packaging manufacturer headquartered in Butler, Pennsylvania, and operates two manufacturing facilities:

(a) a primary manufacturing plant comprising approximately 285,000 square feet located at 250 Industrial Boulevard, Butler, PA 16001 (the "Butler Facility"); and

(b) a secondary manufacturing and distribution plant comprising approximately 110,000 square feet located at 1480 Conneaut Lake Road, Meadville, PA 16335 (the "Meadville Facility").

AVP has trailing twelve-month ("TTM") revenue of approximately $95,000,000 and TTM adjusted EBITDA of approximately $18,500,000, calculated in a manner consistent with the definitions set forth in the Existing Credit Agreement and confirmed through the quality of earnings analysis performed by Meridian Advisory Group LLC in connection with the Borrower's due diligence process.

2. Sources and Uses of Funds

The acquisition will be financed through the following sources and applied to the following uses:

Sources of Funds

Uses of Funds

The proceeds of the Incremental Term Loan, together with the equity contribution from the Sponsor, will be applied to fund the following uses:

(a) Net Purchase Price payable to Seller — the aggregate Purchase Price of $180,000,000, less the Escrow Amount (described below) and less the Payoff Amount (described below), with the net balance payable to AVP at closing via wire transfer of immediately available funds;

(b) Escrow Deposit — $9,000,000 (representing 5% of the Purchase Price), to be deposited at closing into an escrow account maintained by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the Escrow Agreement described in Section 3.7 below, to serve as security for Seller's indemnification obligations under the APA;

(c) Payoff of AVP's Existing Revolving Credit Facility — approximately $14,200,000 in outstanding borrowings under AVP's revolving credit facility with Merchants & Traders Bank (facility size: $20,000,000), to be repaid directly from closing proceeds in accordance with the payoff letter described in Section 3.11 below;

(d) Pennsylvania Realty Transfer Tax — estimated aggregate realty transfer tax of approximately $360,000 in connection with the transfer of the Butler and Meadville real properties, to be split equally between Buyer and Seller pursuant to the APA, resulting in an estimated Buyer share of approximately $180,000; and

(e) Seller's Transaction Expenses — Seller's legal, accounting, advisory, and other transaction-related fees and expenses, to the extent deducted from Purchase Price proceeds payable to Seller at closing in accordance with the terms of the APA.

The Incremental Term Loan will bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus a margin of 375 basis points, subject to a SOFR floor of 50 basis points, as set forth in the Incremental Amendment. A ticking fee of 25 basis points per annum on undrawn commitments under the Incremental Term Loan commenced on June 21, 2025 (being the date that is sixty (60) days after the date of the Commitment Letter, April 22, 2025), and shall continue to accrue until the earlier of the funding date or the commitment expiration date.

A Closing Funds Flow Memorandum (the "Funds Flow Memo") setting forth detailed wire instructions for all disbursements of proceeds at closing, including the payoff amount due to Merchants & Traders Bank, the escrow deposit to Atlantic Fiduciary Trust Company, and the net purchase price payable to Seller, will be delivered to the Administrative Agent concurrently with this letter or, in any event, no later than two (2) business days prior to the Closing Date.

3. Status of Conditions Precedent to Funding

Set forth below is a condition-by-condition summary of the status of each of the conditions precedent to the funding of the Incremental Term Loan, as specified in the Incremental Amendment and the Existing Credit Agreement.

3.1 Execution of the Acquisition Agreement

The APA was duly executed and delivered on June 15, 2025 by CPS, as Buyer, and AVP, as Seller. The APA sets forth the terms and conditions governing the acquisition of substantially all of the assets of AVP, including the Purchase Price, the representations and warranties of the respective parties, the pre-closing covenants, the conditions precedent to closing, the post-closing obligations, and the indemnification provisions.

A certified copy of the fully executed APA, including all exhibits, schedules, and disclosure schedules thereto, has been or will be delivered to the Administrative Agent prior to or at closing. We confirm that, as of the date of this letter, the APA has not been amended, modified, supplemented, or waived in any material respect since its execution. All terms and conditions of the APA remain in full force and effect. To the extent any immaterial amendments or clarifying modifications are agreed upon between the parties prior to the Closing Date, Calderwood & Harkness will promptly notify the Administrative Agent.

Status: Satisfied.

3.2 Execution of the Incremental Amendment

Amendment No. 3 to the Existing Credit Agreement (the Incremental Amendment) has been duly executed and delivered by CPS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and each of the Lenders party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC. The Incremental Amendment establishes the $130,000,000 Incremental Term Loan facility and sets forth the terms and conditions applicable thereto, including the interest rate, amortization schedule, mandatory prepayment provisions, representations and warranties, and conditions precedent to funding.

The Incremental Amendment is in full force and effect as of the date hereof and will remain in full force and effect through and including the Closing Date.

Status: Satisfied.

3.3 Representations and Warranties

The Borrower hereby confirms, through this letter and through the Officer's Certificate to be delivered at closing, that each of the representations and warranties of CPS set forth in (i) the Existing Credit Agreement (as amended by the Incremental Amendment), (ii) the Incremental Amendment, and (iii) the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and will be true and correct in all material respects (or, as applicable, in all respects) as of the Closing Date, in each case with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.

The Borrower further confirms that no Default or Event of Default under the Existing Credit Agreement (as amended by the Incremental Amendment) or under any other Loan Document exists as of the date hereof, and no Default or Event of Default will exist after giving effect to the funding of the Incremental Term Loan and the consummation of the acquisition contemplated by the APA.

Status: Satisfied as of the date hereof; to be reconfirmed at closing.

3.4 Delivery of Legal Opinion

Calderwood & Harkness LLP will deliver to the Administrative Agent, at closing on the Closing Date, a legal opinion letter (the "Legal Opinion") in the form customary for transactions of this nature, opining on, among other things, the following:

(i) due organization, valid existence, and good standing of CPS as a limited liability company organized under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653);

(ii) CPS's power and authority, and due authorization by all necessary limited liability company action, to execute, deliver, and perform the Incremental Amendment and each of the related Loan Documents to which it is a party;

(iii) the enforceability of the Incremental Amendment and the related Loan Documents against CPS in accordance with their respective terms, subject to customary enforceability exceptions (including bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity);

(iv) the execution, delivery, and performance by CPS of the Incremental Amendment and the related Loan Documents do not violate, conflict with, or result in a breach of or default under CPS's Certificate of Formation or Operating Agreement; and

(v) no governmental approvals, authorizations, registrations, consents, or filings are required in connection with the execution, delivery, and performance by CPS of the Incremental Amendment and the related Loan Documents, other than such as have been obtained or made.

The Legal Opinion will be dated as of the Closing Date and will be addressed to the Administrative Agent and the Lenders. A draft of the Legal Opinion has been prepared and is enclosed herewith for the Administrative Agent's review. The final Legal Opinion will be delivered at or prior to closing on the Closing Date.

Status: Draft delivered; final to be delivered at closing.

3.5 Delivery of Perfection Certificate

CPS has prepared, and will deliver to the Administrative Agent at or prior to closing, a Perfection Certificate in the form required by the Existing Credit Agreement and the Incremental Amendment, setting forth the following information:

(a) the exact legal name of the Borrower: Crestline Packaging Solutions LLC;

(b) any prior names, trade names, or fictitious business names used by the Borrower within the preceding five (5) years;

(d) the Borrower's Ohio Secretary of State Filing Number: 4287653;

(e) the address of the Borrower's chief executive office: 4100 Commerce Parkway, Suite 800, Akron, OH 44308;

(f) the locations of all tangible collateral of the Borrower, including the acquired AVP assets, specifically including the Butler Facility at 250 Industrial Boulevard, Butler, PA 16001 and the Meadville Facility at 1480 Conneaut Lake Road, Meadville, PA 16335;

(g) the jurisdictions in which UCC financing statements are to be filed;

(h) deposit account information for each deposit account maintained by the Borrower, including account numbers, financial institutions, and authorized signatories; and

(i) such other information as the Administrative Agent may reasonably require in connection with the perfection of the Administrative Agent's security interest in the collateral.

UCC-1 financing statements naming CPS as debtor and the Administrative Agent as secured party have been prepared and will be filed in the appropriate filing offices in the State of Ohio (Ohio Secretary of State) and in such other jurisdictions as may be required to perfect the Administrative Agent's security interest in the collateral, including the assets being acquired from AVP. UCC-3 amendments, as applicable, will be filed to reflect the additional collateral acquired in connection with the acquisition.

Status: Prepared; to be delivered at closing. UCC filings to be made at or promptly following closing.

3.6 Officer's and Secretary's Certificates

The following certificates will be delivered to the Administrative Agent at closing:

Buyer's Closing Certificate (Officer's Certificate). An authorized officer of CPS will execute and deliver to the Administrative Agent a certificate dated as of the Closing Date (the "Officer's Certificate"), certifying that: (i) the representations and warranties of CPS set forth in the APA are true and correct in all material respects as of the Closing Date (or, where such representations and warranties are qualified by materiality or Material Adverse Effect, in all respects); (ii) CPS has performed or complied with, in all material respects, all covenants, agreements, and obligations required to be performed or complied with by CPS at or prior to the closing under the APA; (iii) all conditions precedent to CPS's obligations to consummate the acquisition under the APA have been satisfied or, where permitted, waived; and (iv) no Default or Event of Default under the Existing Credit Agreement (as amended by the Incremental Amendment) has occurred and is continuing or will result from the funding of the Incremental Term Loan and the consummation of the acquisition.

Secretary's Certificate. The Secretary (or equivalent officer) of CPS will execute and deliver to the Administrative Agent a certificate dated as of the Closing Date (the "Secretary's Certificate"), attaching and certifying true, correct, and complete copies of: (i) the Certificate of Formation of CPS as filed with the Ohio Secretary of State, together with all amendments thereto; (ii) the Operating Agreement of CPS, as currently in effect; (iii) the resolutions duly adopted by the members and/or managers of CPS authorizing the execution, delivery, and performance of the APA, the Incremental Amendment, and each of the related Loan Documents, and authorizing the consummation of the asset acquisition and the incurrence of the Incremental Term Loan; and (iv) an incumbency certificate setting forth the names, titles, and specimen signatures of each officer and authorized representative of CPS executing the APA, the Incremental Amendment, and the related Loan Documents and transaction documents on behalf of CPS.

Status: To be delivered at closing.

3.7 Consummation of the Acquisition

All conditions precedent to the closing of the acquisition under the APA are expected to be satisfied on or before the Closing Date of July 31, 2025. Set forth below is a summary of the material closing conditions and their current status:

(a) Accuracy of Seller's Representations and Warranties. As of the date hereof, CPS is not aware of any breach of, or inaccuracy in, any representation or warranty of AVP set forth in the APA that would give rise to a failure of the applicable closing condition, and CPS expects that such representations and warranties will be true and correct in all material respects as of the Closing Date. CPS has not received any notice from AVP of any breach or potential breach of Seller's representations and warranties.

(b) Performance by Seller of Pre-Closing Covenants. AVP has performed or is in the process of performing all material pre-closing covenants and obligations required to be performed by AVP under the APA prior to or at closing, including the operation of the acquired business in the ordinary course consistent with past practice and the provision of reasonable access to the acquired business and its books and records for CPS's ongoing diligence review.

(c) No Material Adverse Effect on AVP. As of the date of this letter, no event, occurrence, condition, change, or development has occurred or arisen since the date of the APA that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the APA) on the business, assets, financial condition, or results of operations of the acquired AVP business.

(d) Delivery by Seller of Closing Deliverables. AVP is expected to deliver or cause to be delivered at closing each of the following closing deliverables required under the APA:

(i) Bill of Sale, duly executed by AVP, conveying all personal property assets included in the acquired assets;

(ii) Assignment and Assumption Agreement, duly executed by AVP, assigning to CPS all of Seller's rights, title, and interest in and to the assumed contracts and assumed liabilities;

(iii) intellectual Property Assignment Agreement, duly executed by AVP, assigning to CPS all of Seller's rights, title, and interest in and to the acquired intellectual property assets, including trademarks, trade names, patents, and domain names;

(iv) Special Warranty Deeds for the Butler property (250 Industrial Boulevard, Butler, PA 16001) and the Meadville property (1480 Conneaut Lake Road, Meadville, PA 16335), duly executed and acknowledged by AVP, in recordable form;

(v) FIRPTA Non-Foreign Affidavit, duly executed by AVP (EIN: 25-1784632), certifying that AVP is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code;

(vi) Transition Services Agreement, duly executed by AVP, pursuant to which AVP will provide certain transitional support services to CPS for a period of up to twelve (12) months following the Closing Date;

(vii) Non-Competition Agreements, duly executed by Gerald W. Horvath (founder and President of AVP) and Michael G. Horvath (Vice President of Operations of AVP), each containing customary non-competition and non-solicitation covenants for a period of five (5) years following the Closing Date;

(viii) Consulting Agreement, duly executed by Michael G. Horvath, pursuant to which Mr. Horvath will provide consulting services to CPS for a period of twenty-four (24) months following the Closing Date to facilitate the operational integration of the acquired AVP business; and

(ix) such other instruments of transfer, certificates, and documents as are required to be delivered by AVP at closing under the APA.

(e) PA Bulk Sale Tax Clearance Certificate. CPS has requested, and AVP has applied for, a Bulk Sale Tax Clearance Certificate from the Pennsylvania Department of Revenue pursuant to 72 P.S. § 1403, in connection with the acquisition of substantially all of the assets of AVP. Receipt of the clearance certificate is expected prior to the Closing Date. In the event that the clearance certificate has not been received by the Closing Date, the parties may, pursuant to the terms of the APA, elect to close with a holdback of a portion of the Purchase Price pending receipt of such certificate.

(f) Escrow Agreement. The Escrow Agreement among CPS, as Buyer, AVP, as Seller, and Atlantic Fiduciary Trust Company, as escrow agent, is in agreed form and will be executed and delivered at closing. At closing, the Escrow Amount of $9,000,000 (representing 5% of the Purchase Price) will be deposited into the escrow account from closing proceeds to serve as a source of recovery for indemnification claims made by CPS under the APA, subject to the terms and conditions set forth in the Escrow Agreement and the indemnification provisions of the APA.

Hart-Scott-Rodino Act. Calderwood & Harkness LLP has conducted an analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to the acquisition. Based on our review, including an analysis of the applicable filing thresholds and an asset carve-out analysis, we have concluded that no filing under the HSR Act is required in connection with the acquisition. Accordingly, no HSR waiting period applies to the consummation of the acquisition, and this condition precedent is not applicable.

Status: Expected to be satisfied on or before the Closing Date.

3.8 Equity Contribution

Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company (collectively, the "Sponsor"), has executed and delivered to CPS the Equity Commitment Letter dated April 22, 2025 (the "Equity Commitment Letter"), pursuant to which the Sponsor has committed to contribute $50,000,000 in cash equity to CPS at or prior to the closing of the acquisition (the "Equity Contribution"). The Equity Contribution will be funded simultaneously with the funding of the Incremental Term Loan on the Closing Date.

The Sponsor has confirmed, through its authorized representative, its readiness and ability to fund the Equity Contribution in full on the Closing Date in accordance with the terms and conditions of the Equity Commitment Letter. A copy of the executed Equity Commitment Letter is enclosed herewith for the Administrative Agent's reference.

In addition, Ridgeway Capital Partners Fund III, LP has executed a Limited Guarantee in favor of AVP, as Seller, guaranteeing certain payment obligations of CPS under the APA, including the reverse break-up fee and certain other specified obligations, in an aggregate amount not to exceed $18,000,000.

Status: Satisfied. Funding confirmed for the Closing Date.

3.9 Insurance. Representations and Warranties Insurance. A representations and warranties insurance policy (the "R&W Policy") has been bound with Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812), as placed and brokered by Greystone Marsh Advisory LLC (broker: Philip J. Tanaka). The material terms of the R&W Policy are as follows:

• Coverage Limit: $18,000,000 (representing 10% of the Purchase Price)

• Retention: $1,800,000 (representing 1% of the Purchase Price), with a 50% drop-down to $900,000 after the twelve (12) month anniversary of the Closing Date

• Premium: $540,000, plus an underwriting fee of $50,000, payable in full by CPS at closing

• Named Insured: Crestline Packaging Solutions LLC

• Policy Period: Six (6) years from the Closing Date for general representations and warranties; three (3) years for tax representations and warranties (subject to applicable statutes of limitations)

Evidence of the binding of the R&W Policy, including a copy of the binder and the final policy form, is enclosed herewith.

Title Insurance. Title insurance commitments have been issued by Sentinel Title Insurance Corporation for each of the Butler property and the Meadville property, insuring CPS's fee simple interest in each such property, subject only to standard printed exceptions and such additional exceptions as have been reviewed and approved by CPS and its counsel. Final title insurance policies are expected to be issued at or promptly following closing upon satisfaction of the requirements set forth in the title commitments, including the recordation of the Special Warranty Deeds and the payment of applicable premiums.

Status: Satisfied (R&W Policy bound; title commitments issued).

3.10 Third-Party Consents and Regulatory Approvals

Contract Consents. Approximately twelve (12) material contracts to which AVP is a party require the consent of the applicable counterparty to the assignment of such contracts from AVP to CPS in connection with the acquisition. As of the date of this letter, all material consents have been obtained or are expected to be obtained prior to or at the Closing Date. In a limited number of instances, arrangements have been made for post-closing consent to assignment consistent with the provisions of the APA governing post-closing contract consent procedures, and CPS does not believe that the absence of any such post-closing consent would be material to the acquired business or to the satisfaction of the conditions precedent to funding of the Incremental Term Loan. A schedule of the status of each required consent is available upon request.

Environmental Permits. The transfer and re-issuance of the following environmental permits held by AVP is in process with the Pennsylvania Department of Environmental Protection ("PA DEP"):

(a) Title V Operating Permit (Permit No. TV-10-00287) for the Butler Facility — application for transfer has been submitted to PA DEP, and CPS expects to receive confirmation of transfer on or before the Closing Date or, in the alternative, to operate under the existing permit during the administrative transfer process, as permitted by applicable PA DEP regulations; and

(b) General Permit (Permit No. GP-3) for the Meadville Facility — application for re-issuance has been submitted to PA DEP, and CPS expects to receive the re-issued permit prior to or promptly following the Closing Date.

Union Notification. Notification has been provided to the International Paperworkers Union Local 814 (the "Union") in accordance with the requirements of the collective bargaining agreement (the "CBA") between AVP and the Union, effective April 1, 2024 and expiring March 31, 2027. The CBA covers approximately 185 hourly employees at the Butler Facility. CPS has confirmed that it will assume the CBA as a successor employer upon consummation of the acquisition, and the notification process has been completed in compliance with the CBA's successorship provisions and applicable labor law requirements.

Status: Satisfied or expected to be satisfied prior to closing.

3.11 Payoff of Seller's Existing Indebtedness

AVP maintains a revolving credit facility with Merchants & Traders Bank, with a total facility size of $20,000,000 and an outstanding balance as of the date hereof of approximately $14,200,000. A payoff letter from Merchants & Traders Bank setting forth the aggregate payoff amount (including accrued and unpaid interest, fees, and any prepayment or early termination charges) has been obtained or is expected to be obtained prior to the Closing Date. The payoff letter will include customary provisions for per diem interest accrual and will provide for the release of all liens and security interests held by Merchants & Traders Bank upon receipt of the payoff amount.

The payoff amount will be included in the Closing Funds Flow Memorandum and will be paid directly from closing proceeds on the Closing Date via wire transfer of immediately available funds to the account specified by Merchants & Traders Bank. Upon receipt of the payoff amount, Merchants & Traders Bank will deliver UCC-3 termination statements and such other lien release documentation as may be required to evidence the release and termination of its security interests in the assets of AVP.

Status: Payoff letter obtained or expected prior to closing.

3.12 No Material Adverse Effect

As of the date of this letter, no event, occurrence, condition, change, development, circumstance, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement, as amended by the Incremental Amendment) on the Borrower, or a Material Adverse Effect (as defined in the APA) on the acquired AVP business. The Borrower will reaffirm the absence of any Material Adverse Effect at closing through the Officer's Certificate to be delivered on the Closing Date.

Status: Satisfied as of the date hereof; to be reconfirmed at closing.

4. Request for Funding

Based on the foregoing, and subject to the satisfaction or waiver of any remaining conditions precedent at or prior to the Closing Date, CPS hereby formally requests that Pinnacle National Bank, N.A., as Administrative Agent, cause the funding of the $130,000,000 Incremental Term Loan on July 31, 2025 (the anticipated Closing Date) in accordance with the terms and conditions of the Incremental Amendment and the Existing Credit Agreement.

Wire instructions for the disbursement of the Incremental Term Loan proceeds will be set forth in the Closing Funds Flow Memorandum, which will be circulated to the Administrative Agent and the Lenders no later than two (2) business days prior to the Closing Date. The Funds Flow Memo will include specific wire transfer instructions for each disbursement, including the net purchase price payable to AVP, the Escrow Amount payable to Atlantic Fiduciary Trust Company, the payoff amount payable to Merchants & Traders Bank, and all other amounts payable from closing proceeds.

CPS confirms that the commitment expiration date of August 20, 2025 under the Commitment Letter has not passed and that all conditions precedent to the funding of the Incremental Term Loan are expected to be timely satisfied on or before the Closing Date. CPS further confirms that the Borrowing Request required under the Existing Credit Agreement (as amended by the Incremental Amendment) will be delivered to the Administrative Agent in accordance with the notice provisions set forth therein.

5. Enclosed and Accompanying Documents

The following documents are enclosed with this letter or will be delivered to the Administrative Agent at or prior to the Closing Date, as indicated:

1. Certified copy of the executed Asset Purchase Agreement dated June 15, 2025 (enclosed herewith);

2. Executed Amendment No. 3 to the Existing Credit Agreement (Incremental Amendment) (enclosed herewith);

3. Perfection Certificate (enclosed herewith);

4. Draft Legal Opinion of Calderwood & Harkness LLP (enclosed herewith; final opinion to be delivered at closing on the Closing Date);

5. Officer's Certificate of CPS (to be delivered at closing on the Closing Date);

6. Secretary's Certificate of CPS, with all attachments thereto, including Certificate of Formation, Operating Agreement, resolutions, and incumbency certificate (to be delivered at closing on the Closing Date);

7. Closing Funds Flow Memorandum (to be circulated to the Administrative Agent no later than two (2) business days prior to the Closing Date);

8. Evidence of binding of the representations and warranties insurance policy with Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812), including binder and final policy form (enclosed herewith); and

9. Evidence of the Equity Commitment Letter of Ridgeway Capital Partners Fund III, LP, dated April 22, 2025 (enclosed herewith).

Please advise if additional copies or any supplemental documentation is required.

6. Contact Information and Closing Remarks

Should you have any questions regarding the foregoing, require any additional documentation, or wish to discuss any open items or outstanding diligence requirements in connection with the closing or the funding of the Incremental Term Loan, please do not hesitate to contact us. The primary contacts at Calderwood & Harkness LLP for this matter are:

Harrison Wexford, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8147

Email: hwexford@calderwoodharkness.com

Megan Chu, Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8263

Email: mchu@calderwoodharkness.com

Please also copy the following individuals on all correspondence related to this matter:

Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 415-7200

Email: sliu@crestlinepackaging.com

Priya Mehta, Chief Financial Officer Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 415-7215

Email: pmehta@crestlinepackaging.com

We appreciate the collaborative approach Pinnacle has brought to this financing, and we wish to express our gratitude for your partnership and responsiveness throughout the commitment and documentation process. Calderwood & Harkness LLP remains fully available to address any outstanding diligence items, documentation requirements, or other matters that may arise in connection with the closing, and we look forward to the successful consummation of the acquisition and the funding of the Incremental Term Loan on the anticipated Closing Date.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Wexford Partner

By: ________

Megan Chu Associate

cc:

Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC

Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC

Julian C. Adler, Managing Partner, Ridgeway Capital Partners Fund III, LP

Robert D. Whitaker, Vice President, Atlantic Fiduciary Trust Company (for information regarding escrow funding coordination)

Enclosures: As listed in Section 5 above

Source	Amount
Incremental Term Loan (Pinnacle National Bank, N.A., as Administrative Agent, and the syndicate Lenders)	$130,000,000
Equity Contribution (Ridgeway Capital Partners Fund III, LP, pursuant to Equity Commitment Letter dated April 22, 2025)	$50,000,000
Total Sources	$180,000,000

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
July 28, 2025
Katherine M. Sweeney Relationship Manager Pinnacle National Bank, N.A., as Administrative Agent 1200 Euclid Avenue Cleveland, OH 44115
Re: Satisfaction of Closing Conditions — Amendment No. 3 to Credit Agreement (Incremental Term Loan)
Commitment Letter Reference: PCL-2025-04-1187
Calderwood & Harkness Matter No.: 1006-00006
Dear Ms. Sweeney:
This firm represents Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or "CPS"), as counsel in connection with the Borrower's acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP" or the "Seller"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and between CPS, as buyer, and AVP, as seller. We are writing to you in your capacity as Relationship Manager at Pinnacle National Bank, N.A. ("Pinnacle" or the "Administrative Agent"), acting in its capacity as Administrative Agent under the credit facilities described below.
Reference is made to that certain Credit Agreement, dated as of November 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among CPS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC, as syndicate lenders (collectively, the "Lenders"). Reference is further made to Amendment No. 3 to the Existing Credit Agreement (the "Incremental Amendment"), executed by the Borrower, the Administrative Agent, and the Lenders, which establishes a $130,000,000 incremental term loan facility (the "Incremental Term Loan") under the Existing Credit Agreement.
The purpose of this letter is to confirm the satisfaction or expected satisfaction of each of the conditions precedent to the funding of the Incremental Term Loan set forth in the Incremental Amendment and the Existing Credit Agreement, and to formally request that the Administrative Agent fund the Incremental Term Loan on the anticipated Closing Date of July 31, 2025 (the "Closing Date"), in accordance with the terms and conditions of the Incremental Amendment and the Existing Credit Agreement. We note that the commitment expiration date under the Commitment Letter (Reference No. PCL-2025-04-1187) dated April 22, 2025 is August 20, 2025, and the anticipated Closing Date of July 31, 2025 falls well within that commitment window.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement, the Incremental Amendment, or the APA, as applicable.
1. Transaction Overview
CPS is acquiring substantially all of the assets of AVP for an aggregate purchase price of $180,000,000 (the "Purchase Price"), subject to customary post-closing adjustments for working capital, indebtedness, cash, and transaction expenses as set forth in the APA. The transaction is structured as an asset purchase and is governed by the laws of the State of New York without regard to conflict of laws principles.
The acquisition represents a strategic bolt-on to CPS's existing manufacturing footprint in the corrugated and specialty packaging sector. CPS is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway" or the "Sponsor"), which acquired CPS in November 2021 in connection with the original credit facility closing. The acquisition of AVP is expected to enhance CPS's geographic reach, expand its product offerings in the specialty packaging segment, and generate meaningful operational synergies across the combined platform.
AVP is a family-owned corrugated and specialty packaging manufacturer headquartered in Butler, Pennsylvania, and operates two manufacturing facilities:
(a) a primary manufacturing plant comprising approximately 285,000 square feet located at 250 Industrial Boulevard, Butler, PA 16001 (the "Butler Facility"); and
(b) a secondary manufacturing and distribution plant comprising approximately 110,000 square feet located at 1480 Conneaut Lake Road, Meadville, PA 16335 (the "Meadville Facility").
AVP has trailing twelve-month ("TTM") revenue of approximately $95,000,000 and TTM adjusted EBITDA of approximately $18,500,000, calculated in a manner consistent with the definitions set forth in the Existing Credit Agreement and confirmed through the quality of earnings analysis performed by Meridian Advisory Group LLC in connection with the Borrower's due diligence process.
2. Sources and Uses of Funds
The acquisition will be financed through the following sources and applied to the following uses:
Sources of Funds
Uses of Funds
The proceeds of the Incremental Term Loan, together with the equity contribution from the Sponsor, will be applied to fund the following uses:
(a) Net Purchase Price payable to Seller — the aggregate Purchase Price of $180,000,000, less the Escrow Amount (described below) and less the Payoff Amount (described below), with the net balance payable to AVP at closing via wire transfer of immediately available funds;
(b) Escrow Deposit — $9,000,000 (representing 5% of the Purchase Price), to be deposited at closing into an escrow account maintained by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the Escrow Agreement described in Section 3.7 below, to serve as security for Seller's indemnification obligations under the APA;
(c) Payoff of AVP's Existing Revolving Credit Facility — approximately $14,200,000 in outstanding borrowings under AVP's revolving credit facility with Merchants & Traders Bank (facility size: $20,000,000), to be repaid directly from closing proceeds in accordance with the payoff letter described in Section 3.11 below;
(d) Pennsylvania Realty Transfer Tax — estimated aggregate realty transfer tax of approximately $360,000 in connection with the transfer of the Butler and Meadville real properties, to be split equally between Buyer and Seller pursuant to the APA, resulting in an estimated Buyer share of approximately $180,000; and
(e) Seller's Transaction Expenses — Seller's legal, accounting, advisory, and other transaction-related fees and expenses, to the extent deducted from Purchase Price proceeds payable to Seller at closing in accordance with the terms of the APA.
The Incremental Term Loan will bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus a margin of 375 basis points, subject to a SOFR floor of 50 basis points, as set forth in the Incremental Amendment. A ticking fee of 25 basis points per annum on undrawn commitments under the Incremental Term Loan commenced on June 21, 2025 (being the date that is sixty (60) days after the date of the Commitment Letter, April 22, 2025), and shall continue to accrue until the earlier of the funding date or the commitment expiration date.
A Closing Funds Flow Memorandum (the "Funds Flow Memo") setting forth detailed wire instructions for all disbursements of proceeds at closing, including the payoff amount due to Merchants & Traders Bank, the escrow deposit to Atlantic Fiduciary Trust Company, and the net purchase price payable to Seller, will be delivered to the Administrative Agent concurrently with this letter or, in any event, no later than two (2) business days prior to the Closing Date.
3. Status of Conditions Precedent to Funding
Set forth below is a condition-by-condition summary of the status of each of the conditions precedent to the funding of the Incremental Term Loan, as specified in the Incremental Amendment and the Existing Credit Agreement.
3.1 Execution of the Acquisition Agreement
The APA was duly executed and delivered on June 15, 2025 by CPS, as Buyer, and AVP, as Seller. The APA sets forth the terms and conditions governing the acquisition of substantially all of the assets of AVP, including the Purchase Price, the representations and warranties of the respective parties, the pre-closing covenants, the conditions precedent to closing, the post-closing obligations, and the indemnification provisions.
A certified copy of the fully executed APA, including all exhibits, schedules, and disclosure schedules thereto, has been or will be delivered to the Administrative Agent prior to or at closing. We confirm that, as of the date of this letter, the APA has not been amended, modified, supplemented, or waived in any material respect since its execution. All terms and conditions of the APA remain in full force and effect. To the extent any immaterial amendments or clarifying modifications are agreed upon between the parties prior to the Closing Date, Calderwood & Harkness will promptly notify the Administrative Agent.
Status: Satisfied.
3.2 Execution of the Incremental Amendment
Amendment No. 3 to the Existing Credit Agreement (the Incremental Amendment) has been duly executed and delivered by CPS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and each of the Lenders party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC. The Incremental Amendment establishes the $130,000,000 Incremental Term Loan facility and sets forth the terms and conditions applicable thereto, including the interest rate, amortization schedule, mandatory prepayment provisions, representations and warranties, and conditions precedent to funding.
The Incremental Amendment is in full force and effect as of the date hereof and will remain in full force and effect through and including the Closing Date.
Status: Satisfied.
3.3 Representations and Warranties
The Borrower hereby confirms, through this letter and through the Officer's Certificate to be delivered at closing, that each of the representations and warranties of CPS set forth in (i) the Existing Credit Agreement (as amended by the Incremental Amendment), (ii) the Incremental Amendment, and (iii) the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and will be true and correct in all material respects (or, as applicable, in all respects) as of the Closing Date, in each case with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.
The Borrower further confirms that no Default or Event of Default under the Existing Credit Agreement (as amended by the Incremental Amendment) or under any other Loan Document exists as of the date hereof, and no Default or Event of Default will exist after giving effect to the funding of the Incremental Term Loan and the consummation of the acquisition contemplated by the APA.
Status: Satisfied as of the date hereof; to be reconfirmed at closing.
3.4 Delivery of Legal Opinion
Calderwood & Harkness LLP will deliver to the Administrative Agent, at closing on the Closing Date, a legal opinion letter (the "Legal Opinion") in the form customary for transactions of this nature, opining on, among other things, the following:
(i) due organization, valid existence, and good standing of CPS as a limited liability company organized under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653);
(ii) CPS's power and authority, and due authorization by all necessary limited liability company action, to execute, deliver, and perform the Incremental Amendment and each of the related Loan Documents to which it is a party;
(iii) the enforceability of the Incremental Amendment and the related Loan Documents against CPS in accordance with their respective terms, subject to customary enforceability exceptions (including bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity);
(iv) the execution, delivery, and performance by CPS of the Incremental Amendment and the related Loan Documents do not violate, conflict with, or result in a breach of or default under CPS's Certificate of Formation or Operating Agreement; and
(v) no governmental approvals, authorizations, registrations, consents, or filings are required in connection with the execution, delivery, and performance by CPS of the Incremental Amendment and the related Loan Documents, other than such as have been obtained or made.
The Legal Opinion will be dated as of the Closing Date and will be addressed to the Administrative Agent and the Lenders. A draft of the Legal Opinion has been prepared and is enclosed herewith for the Administrative Agent's review. The final Legal Opinion will be delivered at or prior to closing on the Closing Date.
Status: Draft delivered; final to be delivered at closing.
3.5 Delivery of Perfection Certificate
CPS has prepared, and will deliver to the Administrative Agent at or prior to closing, a Perfection Certificate in the form required by the Existing Credit Agreement and the Incremental Amendment, setting forth the following information:
(a) the exact legal name of the Borrower: Crestline Packaging Solutions LLC;
(b) any prior names, trade names, or fictitious business names used by the Borrower within the preceding five (5) years;
(c) the Borrower's employer identification number (EIN): 84-3291047;
(d) the Borrower's Ohio Secretary of State Filing Number: 4287653;
(e) the address of the Borrower's chief executive office: 4100 Commerce Parkway, Suite 800, Akron, OH 44308;
(f) the locations of all tangible collateral of the Borrower, including the acquired AVP assets, specifically including the Butler Facility at 250 Industrial Boulevard, Butler, PA 16001 and the Meadville Facility at 1480 Conneaut Lake Road, Meadville, PA 16335;
(g) the jurisdictions in which UCC financing statements are to be filed;
(h) deposit account information for each deposit account maintained by the Borrower, including account numbers, financial institutions, and authorized signatories; and
(i) such other information as the Administrative Agent may reasonably require in connection with the perfection of the Administrative Agent's security interest in the collateral.
UCC-1 financing statements naming CPS as debtor and the Administrative Agent as secured party have been prepared and will be filed in the appropriate filing offices in the State of Ohio (Ohio Secretary of State) and in such other jurisdictions as may be required to perfect the Administrative Agent's security interest in the collateral, including the assets being acquired from AVP. UCC-3 amendments, as applicable, will be filed to reflect the additional collateral acquired in connection with the acquisition.
Status: Prepared; to be delivered at closing. UCC filings to be made at or promptly following closing.
3.6 Officer's and Secretary's Certificates
The following certificates will be delivered to the Administrative Agent at closing:
Buyer's Closing Certificate (Officer's Certificate). An authorized officer of CPS will execute and deliver to the Administrative Agent a certificate dated as of the Closing Date (the "Officer's Certificate"), certifying that: (i) the representations and warranties of CPS set forth in the APA are true and correct in all material respects as of the Closing Date (or, where such representations and warranties are qualified by materiality or Material Adverse Effect, in all respects); (ii) CPS has performed or complied with, in all material respects, all covenants, agreements, and obligations required to be performed or complied with by CPS at or prior to the closing under the APA; (iii) all conditions precedent to CPS's obligations to consummate the acquisition under the APA have been satisfied or, where permitted, waived; and (iv) no Default or Event of Default under the Existing Credit Agreement (as amended by the Incremental Amendment) has occurred and is continuing or will result from the funding of the Incremental Term Loan and the consummation of the acquisition.
Secretary's Certificate. The Secretary (or equivalent officer) of CPS will execute and deliver to the Administrative Agent a certificate dated as of the Closing Date (the "Secretary's Certificate"), attaching and certifying true, correct, and complete copies of: (i) the Certificate of Formation of CPS as filed with the Ohio Secretary of State, together with all amendments thereto; (ii) the Operating Agreement of CPS, as currently in effect; (iii) the resolutions duly adopted by the members and/or managers of CPS authorizing the execution, delivery, and performance of the APA, the Incremental Amendment, and each of the related Loan Documents, and authorizing the consummation of the asset acquisition and the incurrence of the Incremental Term Loan; and (iv) an incumbency certificate setting forth the names, titles, and specimen signatures of each officer and authorized representative of CPS executing the APA, the Incremental Amendment, and the related Loan Documents and transaction documents on behalf of CPS.
Status: To be delivered at closing.
3.7 Consummation of the Acquisition
All conditions precedent to the closing of the acquisition under the APA are expected to be satisfied on or before the Closing Date of July 31, 2025. Set forth below is a summary of the material closing conditions and their current status:
(a) Accuracy of Seller's Representations and Warranties. As of the date hereof, CPS is not aware of any breach of, or inaccuracy in, any representation or warranty of AVP set forth in the APA that would give rise to a failure of the applicable closing condition, and CPS expects that such representations and warranties will be true and correct in all material respects as of the Closing Date. CPS has not received any notice from AVP of any breach or potential breach of Seller's representations and warranties.
(b) Performance by Seller of Pre-Closing Covenants. AVP has performed or is in the process of performing all material pre-closing covenants and obligations required to be performed by AVP under the APA prior to or at closing, including the operation of the acquired business in the ordinary course consistent with past practice and the provision of reasonable access to the acquired business and its books and records for CPS's ongoing diligence review.
(c) No Material Adverse Effect on AVP. As of the date of this letter, no event, occurrence, condition, change, or development has occurred or arisen since the date of the APA that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the APA) on the business, assets, financial condition, or results of operations of the acquired AVP business.
(d) Delivery by Seller of Closing Deliverables. AVP is expected to deliver or cause to be delivered at closing each of the following closing deliverables required under the APA:
(i) Bill of Sale, duly executed by AVP, conveying all personal property assets included in the acquired assets;
(ii) Assignment and Assumption Agreement, duly executed by AVP, assigning to CPS all of Seller's rights, title, and interest in and to the assumed contracts and assumed liabilities;
(iii) intellectual Property Assignment Agreement, duly executed by AVP, assigning to CPS all of Seller's rights, title, and interest in and to the acquired intellectual property assets, including trademarks, trade names, patents, and domain names;
(iv) Special Warranty Deeds for the Butler property (250 Industrial Boulevard, Butler, PA 16001) and the Meadville property (1480 Conneaut Lake Road, Meadville, PA 16335), duly executed and acknowledged by AVP, in recordable form;
(v) FIRPTA Non-Foreign Affidavit, duly executed by AVP (EIN: 25-1784632), certifying that AVP is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code;
(vi) Transition Services Agreement, duly executed by AVP, pursuant to which AVP will provide certain transitional support services to CPS for a period of up to twelve (12) months following the Closing Date;
(vii) Non-Competition Agreements, duly executed by Gerald W. Horvath (founder and President of AVP) and Michael G. Horvath (Vice President of Operations of AVP), each containing customary non-competition and non-solicitation covenants for a period of five (5) years following the Closing Date;
(viii) Consulting Agreement, duly executed by Michael G. Horvath, pursuant to which Mr. Horvath will provide consulting services to CPS for a period of twenty-four (24) months following the Closing Date to facilitate the operational integration of the acquired AVP business; and
(ix) such other instruments of transfer, certificates, and documents as are required to be delivered by AVP at closing under the APA.
(e) PA Bulk Sale Tax Clearance Certificate. CPS has requested, and AVP has applied for, a Bulk Sale Tax Clearance Certificate from the Pennsylvania Department of Revenue pursuant to 72 P.S. § 1403, in connection with the acquisition of substantially all of the assets of AVP. Receipt of the clearance certificate is expected prior to the Closing Date. In the event that the clearance certificate has not been received by the Closing Date, the parties may, pursuant to the terms of the APA, elect to close with a holdback of a portion of the Purchase Price pending receipt of such certificate.
(f) Escrow Agreement. The Escrow Agreement among CPS, as Buyer, AVP, as Seller, and Atlantic Fiduciary Trust Company, as escrow agent, is in agreed form and will be executed and delivered at closing. At closing, the Escrow Amount of $9,000,000 (representing 5% of the Purchase Price) will be deposited into the escrow account from closing proceeds to serve as a source of recovery for indemnification claims made by CPS under the APA, subject to the terms and conditions set forth in the Escrow Agreement and the indemnification provisions of the APA.
Hart-Scott-Rodino Act. Calderwood & Harkness LLP has conducted an analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to the acquisition. Based on our review, including an analysis of the applicable filing thresholds and an asset carve-out analysis, we have concluded that no filing under the HSR Act is required in connection with the acquisition. Accordingly, no HSR waiting period applies to the consummation of the acquisition, and this condition precedent is not applicable.
Status: Expected to be satisfied on or before the Closing Date.
3.8 Equity Contribution
Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company (collectively, the "Sponsor"), has executed and delivered to CPS the Equity Commitment Letter dated April 22, 2025 (the "Equity Commitment Letter"), pursuant to which the Sponsor has committed to contribute $50,000,000 in cash equity to CPS at or prior to the closing of the acquisition (the "Equity Contribution"). The Equity Contribution will be funded simultaneously with the funding of the Incremental Term Loan on the Closing Date.
The Sponsor has confirmed, through its authorized representative, its readiness and ability to fund the Equity Contribution in full on the Closing Date in accordance with the terms and conditions of the Equity Commitment Letter. A copy of the executed Equity Commitment Letter is enclosed herewith for the Administrative Agent's reference.
In addition, Ridgeway Capital Partners Fund III, LP has executed a Limited Guarantee in favor of AVP, as Seller, guaranteeing certain payment obligations of CPS under the APA, including the reverse break-up fee and certain other specified obligations, in an aggregate amount not to exceed $18,000,000.
Status: Satisfied. Funding confirmed for the Closing Date.
3.9 Insurance.  Representations and Warranties Insurance. A representations and warranties insurance policy (the "R&W Policy") has been bound with Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812), as placed and brokered by Greystone Marsh Advisory LLC (broker: Philip J. Tanaka). The material terms of the R&W Policy are as follows:
•  Coverage Limit: $18,000,000 (representing 10% of the Purchase Price)
•  Retention: $1,800,000 (representing 1% of the Purchase Price), with a 50% drop-down to $900,000 after the twelve (12) month anniversary of the Closing Date
•  Premium: $540,000, plus an underwriting fee of $50,000, payable in full by CPS at closing
•  Named Insured: Crestline Packaging Solutions LLC
•  Policy Period: Six (6) years from the Closing Date for general representations and warranties; three (3) years for tax representations and warranties (subject to applicable statutes of limitations)
Evidence of the binding of the R&W Policy, including a copy of the binder and the final policy form, is enclosed herewith.
Title Insurance. Title insurance commitments have been issued by Sentinel Title Insurance Corporation for each of the Butler property and the Meadville property, insuring CPS's fee simple interest in each such property, subject only to standard printed exceptions and such additional exceptions as have been reviewed and approved by CPS and its counsel. Final title insurance policies are expected to be issued at or promptly following closing upon satisfaction of the requirements set forth in the title commitments, including the recordation of the Special Warranty Deeds and the payment of applicable premiums.
Status: Satisfied (R&W Policy bound; title commitments issued).
3.10 Third-Party Consents and Regulatory Approvals
Contract Consents. Approximately twelve (12) material contracts to which AVP is a party require the consent of the applicable counterparty to the assignment of such contracts from AVP to CPS in connection with the acquisition. As of the date of this letter, all material consents have been obtained or are expected to be obtained prior to or at the Closing Date. In a limited number of instances, arrangements have been made for post-closing consent to assignment consistent with the provisions of the APA governing post-closing contract consent procedures, and CPS does not believe that the absence of any such post-closing consent would be material to the acquired business or to the satisfaction of the conditions precedent to funding of the Incremental Term Loan. A schedule of the status of each required consent is available upon request.
Environmental Permits. The transfer and re-issuance of the following environmental permits held by AVP is in process with the Pennsylvania Department of Environmental Protection ("PA DEP"):
(a) Title V Operating Permit (Permit No. TV-10-00287) for the Butler Facility — application for transfer has been submitted to PA DEP, and CPS expects to receive confirmation of transfer on or before the Closing Date or, in the alternative, to operate under the existing permit during the administrative transfer process, as permitted by applicable PA DEP regulations; and
(b) General Permit (Permit No. GP-3) for the Meadville Facility — application for re-issuance has been submitted to PA DEP, and CPS expects to receive the re-issued permit prior to or promptly following the Closing Date.
Union Notification. Notification has been provided to the International Paperworkers Union Local 814 (the "Union") in accordance with the requirements of the collective bargaining agreement (the "CBA") between AVP and the Union, effective April 1, 2024 and expiring March 31, 2027. The CBA covers approximately 185 hourly employees at the Butler Facility. CPS has confirmed that it will assume the CBA as a successor employer upon consummation of the acquisition, and the notification process has been completed in compliance with the CBA's successorship provisions and applicable labor law requirements.
Status: Satisfied or expected to be satisfied prior to closing.
3.11 Payoff of Seller's Existing Indebtedness
AVP maintains a revolving credit facility with Merchants & Traders Bank, with a total facility size of $20,000,000 and an outstanding balance as of the date hereof of approximately $14,200,000. A payoff letter from Merchants & Traders Bank setting forth the aggregate payoff amount (including accrued and unpaid interest, fees, and any prepayment or early termination charges) has been obtained or is expected to be obtained prior to the Closing Date. The payoff letter will include customary provisions for per diem interest accrual and will provide for the release of all liens and security interests held by Merchants & Traders Bank upon receipt of the payoff amount.
The payoff amount will be included in the Closing Funds Flow Memorandum and will be paid directly from closing proceeds on the Closing Date via wire transfer of immediately available funds to the account specified by Merchants & Traders Bank. Upon receipt of the payoff amount, Merchants & Traders Bank will deliver UCC-3 termination statements and such other lien release documentation as may be required to evidence the release and termination of its security interests in the assets of AVP.
Status: Payoff letter obtained or expected prior to closing.
3.12 No Material Adverse Effect
As of the date of this letter, no event, occurrence, condition, change, development, circumstance, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement, as amended by the Incremental Amendment) on the Borrower, or a Material Adverse Effect (as defined in the APA) on the acquired AVP business. The Borrower will reaffirm the absence of any Material Adverse Effect at closing through the Officer's Certificate to be delivered on the Closing Date.
Status: Satisfied as of the date hereof; to be reconfirmed at closing.
4. Request for Funding
Based on the foregoing, and subject to the satisfaction or waiver of any remaining conditions precedent at or prior to the Closing Date, CPS hereby formally requests that Pinnacle National Bank, N.A., as Administrative Agent, cause the funding of the $130,000,000 Incremental Term Loan on July 31, 2025 (the anticipated Closing Date) in accordance with the terms and conditions of the Incremental Amendment and the Existing Credit Agreement.
Wire instructions for the disbursement of the Incremental Term Loan proceeds will be set forth in the Closing Funds Flow Memorandum, which will be circulated to the Administrative Agent and the Lenders no later than two (2) business days prior to the Closing Date. The Funds Flow Memo will include specific wire transfer instructions for each disbursement, including the net purchase price payable to AVP, the Escrow Amount payable to Atlantic Fiduciary Trust Company, the payoff amount payable to Merchants & Traders Bank, and all other amounts payable from closing proceeds.
CPS confirms that the commitment expiration date of August 20, 2025 under the Commitment Letter has not passed and that all conditions precedent to the funding of the Incremental Term Loan are expected to be timely satisfied on or before the Closing Date. CPS further confirms that the Borrowing Request required under the Existing Credit Agreement (as amended by the Incremental Amendment) will be delivered to the Administrative Agent in accordance with the notice provisions set forth therein.
5. Enclosed and Accompanying Documents
The following documents are enclosed with this letter or will be delivered to the Administrative Agent at or prior to the Closing Date, as indicated:
1.  Certified copy of the executed Asset Purchase Agreement dated June 15, 2025 (enclosed herewith);
2.  Executed Amendment No. 3 to the Existing Credit Agreement (Incremental Amendment) (enclosed herewith);
3.  Perfection Certificate (enclosed herewith);
4.  Draft Legal Opinion of Calderwood & Harkness LLP (enclosed herewith; final opinion to be delivered at closing on the Closing Date);
5.  Officer's Certificate of CPS (to be delivered at closing on the Closing Date);
6.  Secretary's Certificate of CPS, with all attachments thereto, including Certificate of Formation, Operating Agreement, resolutions, and incumbency certificate (to be delivered at closing on the Closing Date);
7.  Closing Funds Flow Memorandum (to be circulated to the Administrative Agent no later than two (2) business days prior to the Closing Date);
8.  Evidence of binding of the representations and warranties insurance policy with Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812), including binder and final policy form (enclosed herewith); and
9.  Evidence of the Equity Commitment Letter of Ridgeway Capital Partners Fund III, LP, dated April 22, 2025 (enclosed herewith).
Please advise if additional copies or any supplemental documentation is required.
6. Contact Information and Closing Remarks
Should you have any questions regarding the foregoing, require any additional documentation, or wish to discuss any open items or outstanding diligence requirements in connection with the closing or the funding of the Incremental Term Loan, please do not hesitate to contact us. The primary contacts at Calderwood & Harkness LLP for this matter are:
Harrison Wexford, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8147
Email: hwexford@calderwoodharkness.com
Megan Chu, Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-8263
Email: mchu@calderwoodharkness.com
Please also copy the following individuals on all correspondence related to this matter:
Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 415-7200
Email: sliu@crestlinepackaging.com
Priya Mehta, Chief Financial Officer Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 415-7215
Email: pmehta@crestlinepackaging.com
We appreciate the collaborative approach Pinnacle has brought to this financing, and we wish to express our gratitude for your partnership and responsiveness throughout the commitment and documentation process. Calderwood & Harkness LLP remains fully available to address any outstanding diligence items, documentation requirements, or other matters that may arise in connection with the closing, and we look forward to the successful consummation of the acquisition and the funding of the Incremental Term Loan on the anticipated Closing Date.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Wexford Partner
By: ________
Megan Chu Associate
cc:
Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC
Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC
Julian C. Adler, Managing Partner, Ridgeway Capital Partners Fund III, LP
Robert D. Whitaker, Vice President, Atlantic Fiduciary Trust Company (for information regarding escrow funding coordination)
Enclosures: As listed in Section 5 above
Source | Amount
Incremental Term Loan (Pinnacle National Bank, N.A., as Administrative Agent, and the syndicate Lenders) | $130,000,000
Equity Contribution (Ridgeway Capital Partners Fund III, LP, pursuant to Equity Commitment Letter dated April 22, 2025) | $50,000,000
Total Sources | $180,000,000

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