letter-escrow-instructions-to-aftc.docx

1006-00006 · Client 1006 · Correspondence

letter-escrow-instructions-to-aftc.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

July 31, 2025

Matter No.: 1006-00006

VIA HAND DELIVERY AND EMAIL

Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005

Re: Escrow Agreement dated as of July 31, 2025, by and among Crestline Packaging Solutions LLC ("Buyer"), Allegheny Valley Packaging, Inc. ("Seller"), and Atlantic Fiduciary Trust Company ("Escrow Agent") — Escrow Deposit Instructions in Connection with Asset Purchase Agreement dated June 15, 2025

Dear Mr. Whitaker:

This firm represents Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), as counsel to Buyer in connection with the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Buyer and Seller (as amended, supplemented, or otherwise modified from time to time, the "APA"). The purpose of this letter is to transmit to Atlantic Fiduciary Trust Company ("Escrow Agent") the fully executed Escrow Agreement referenced above and to provide wire transfer instructions for the deposit of the Escrow Amount at the closing of the transactions contemplated by the APA (the "Closing"), which is scheduled to occur on the date hereof, July 31, 2025 (the "Closing Date"). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Escrow Agreement (as defined below) or, if not defined therein, in the APA.

We respectfully request that you review this letter in its entirety and confirm the matters set forth herein by countersigning this letter in the space provided at the end hereof. The specific matters addressed in this letter are set forth in the numbered sections below.

1. Transmittal of Executed Escrow Agreement

Enclosed herewith for your files is one (1) fully executed original counterpart of that certain Escrow Agreement dated as of July 31, 2025 (the "Escrow Agreement"), entered into by and among:

(a) Crestline Packaging Solutions LLC, an Ohio limited liability company, as Buyer;

(b) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller; and

The Escrow Agreement sets forth the terms and conditions governing the deposit, maintenance, investment, and release of the Escrow Amount (as defined below) in connection with the Closing of the transactions contemplated by the APA. The Escrow Agreement has been duly executed and delivered by each of Buyer and Seller, and we understand from prior communications with your office that Escrow Agent has reviewed and approved the form of the Escrow Agreement.

We respectfully request that Escrow Agent acknowledge receipt of the fully executed Escrow Agreement and confirm its acceptance of its appointment as Escrow Agent thereunder by countersigning and returning to us the acknowledgment set forth at the end of this letter. Upon such countersignature, the Escrow Agreement shall become effective in accordance with its terms.

2. Escrow Amount and Deposit Instructions

Pursuant to Section 2.6(b) of the APA and Section 2.1 of the Escrow Agreement, at the Closing, Buyer shall deposit into escrow with the Escrow Agent an amount equal to $9,000,000.00 (Nine Million Dollars) (the "Escrow Amount"). The Escrow Amount represents five percent (5%) of the aggregate Purchase Price of $180,000,000.00 (One Hundred Eighty Million Dollars) payable by Buyer to Seller under the APA. The Escrow Amount is intended to serve as a source of funds for the satisfaction of any post-closing indemnification obligations of Seller to Buyer arising under Article VIII of the APA, subject to and in accordance with the terms and conditions of the Escrow Agreement.

The Escrow Amount will be funded at the Closing by wire transfer of immediately available United States federal funds from Buyer to the Escrow Agent. Please confirm that the Escrow Agent has established, or will establish prior to the Closing, a segregated escrow account (the "Escrow Account") for the receipt and maintenance of the Escrow Amount in accordance with the terms of the Escrow Agreement. The Escrow Account shall be maintained by the Escrow Agent at Atlantic Fiduciary Trust Company and shall be held separate and apart from the general funds and assets of the Escrow Agent and from the funds and assets of any other person or entity.

Buyer shall wire the Escrow Amount to the Escrow Account in accordance with the following wire transfer instructions:

Wire Transfer Instructions for Escrow Account:

We note that the ABA routing number and account number fields above have been left blank pending confirmation from the Escrow Agent. We respectfully request that you provide these details to the undersigned as promptly as practicable, and in any event no later than 10:00 a.m. (Eastern Time) on the Closing Date, so that Buyer may initiate the wire transfer in a timely manner.

Upon receipt of the wire transfer of the Escrow Amount, we request that the Escrow Agent promptly confirm receipt of the Escrow Amount by providing written notice (email shall be deemed acceptable for this purpose) to both Buyer and Seller through their respective authorized representatives identified in Section 4 below and to the undersigned at Calderwood & Harkness LLP. Such confirmation should specify the amount received, the date and time of receipt, and the account into which the funds have been deposited.

Following receipt and deposit of the Escrow Amount, the Escrow Agent shall invest the Escrow Amount in accordance with the investment instructions set forth in Section 4 of the Escrow Agreement. As set forth therein, and unless the Escrow Agent receives contrary joint written instructions from Buyer and Seller, the Escrow Amount shall be invested in a money market deposit account or accounts maintained by the Escrow Agent, or in such other investments as may be jointly directed by Buyer and Seller in writing, consistent with the terms of the Escrow Agreement.

3. Summary of Escrow Release Terms

For the convenience of the Escrow Agent and for reference purposes only, we set forth below a summary of the key terms governing the release of the Escrow Amount under the Escrow Agreement. This summary is provided solely for informational purposes and is qualified in its entirety by reference to the full terms and conditions of the Escrow Agreement. In the event of any conflict between this summary and the terms of the Escrow Agreement, the Escrow Agreement shall control.

(a) Escrow Period. The Escrow Amount, together with any and all interest, dividends, or other investment income earned thereon (collectively, "Escrow Earnings," and together with the Escrow Amount, the "Escrow Funds"), shall be held by the Escrow Agent for a period of eighteen (18) months following the Closing Date (the "Escrow Period"). The Escrow Period is therefore scheduled to expire on January 31, 2027. The Escrow Period is coterminous with the survival period applicable to the Seller's general representations and warranties set forth in Article III of the APA, as specified in Section 8.1 of the APA.

(b) Release Upon Expiration of the Escrow Period. Upon the expiration of the Escrow Period on January 31, 2027, the Escrow Agent shall release the remaining balance of the Escrow Funds to the Seller, net of (i) any amounts that are the subject of then-pending and unresolved indemnification claims made by Buyer in accordance with the provisions of the APA and the Escrow Agreement (each, a "Pending Claim"), and (ii) any amounts previously distributed from the Escrow Account in satisfaction of resolved indemnification claims or otherwise in accordance with the terms of the Escrow Agreement.

(c) Reserve for Pending Claims. With respect to any Pending Claims existing at the expiration of the Escrow Period, the Escrow Agent shall retain from the Escrow Funds a reserve (a "Claims Reserve") in an amount equal to the aggregate amount of all such Pending Claims as set forth in the applicable claim notices delivered by Buyer to the Escrow Agent and Seller. The Claims Reserve shall continue to be held by the Escrow Agent until such time as all Pending Claims have been finally resolved, whether by mutual agreement of Buyer and Seller, by final, non-appealable order of a court of competent jurisdiction, or by final decision of an arbitrator or arbitral panel, as applicable under the terms of the APA. Upon final resolution of any Pending Claim, the Escrow Agent shall distribute the applicable portion of the Claims Reserve in accordance with the resolution of such Pending Claim, as jointly directed by Buyer and Seller in writing (or as directed by the applicable court order or arbitration award). Any portion of the Claims Reserve remaining after satisfaction of the resolved Pending Claim shall be released to Seller.

(d) Interim Distributions. Distributions from the Escrow Account prior to the expiration of the Escrow Period shall be made only upon (i) the joint written instruction of Buyer and Seller, delivered to the Escrow Agent in accordance with the notice provisions of the Escrow Agreement, or (ii) a final, non-appealable order of a court of competent jurisdiction directing such distribution, a certified copy of which shall be delivered to the Escrow Agent. The Escrow Agent shall have no obligation to make any distribution from the Escrow Account absent receipt of such joint written instruction or court order, and the Escrow Agent shall be entitled to rely conclusively on any such instruction or order without independent investigation.

We emphasize that the foregoing is a summary only and does not purport to describe all of the terms and conditions of the Escrow Agreement. The Escrow Agent's rights, duties, obligations, and protections are set forth in full in the Escrow Agreement, and the Escrow Agent should refer to the Escrow Agreement for the complete terms governing its role.

4. Authorized Representatives

In accordance with Section 7.2 of the Escrow Agreement, the following individuals are hereby designated as the authorized representatives of Buyer and Seller, respectively, for purposes of providing instructions, notices, and other communications to the Escrow Agent in connection with the Escrow Agreement. The Escrow Agent may rely on instructions received from any of the authorized representatives identified below, subject to the verification and authentication procedures set forth in the Escrow Agreement.

Buyer's Authorized Representatives (Crestline Packaging Solutions LLC)

Primary Contact:

Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 555-4120

Email: sliu@crestlinepackaging.com

Secondary Contact:

Priya Mehta, Chief Financial Officer Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 555-4135

Email: pmehta@crestlinepackaging.com

Buyer's Counsel (for copies of all notices):

Harrison Wexford, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7148

Email: hwexford@calderwoodharkness.com

Seller's Authorized Representatives (Allegheny Valley Packaging, Inc.)

Primary Contact:

Gerald W. Horvath, President Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 555-2300

Email: ghorvath@avpackaging.com

Secondary Contact:

Diane L. Pulaski, Controller Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 555-2318

Email: dpulaski@avpackaging.com

Seller's Counsel (for copies of all notices):

Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 555-8800

Email: nfeldstein@bsklaw.com

Any changes to the authorized representatives of Buyer or Seller shall be communicated to the Escrow Agent in writing in accordance with the notice provisions of the Escrow Agreement and shall not be effective until acknowledged in writing by the Escrow Agent.

5. Notices to Escrow Agent

All notices, instructions, demands, and other communications to the Escrow Agent pursuant to or in connection with the Escrow Agreement shall be directed to:

Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005 Telephone: (212) 555-6200

Email: rwhitaker@atlanticfiduciary.com

All such notices and communications shall be given in the manner and within the time periods prescribed by Section 7.1 of the Escrow Agreement. In the event that the Escrow Agent designates an alternative or additional contact person for purposes of receiving notices under the Escrow Agreement, we request that the Escrow Agent promptly notify each of the authorized representatives of Buyer and Seller identified in Section 4 above, as well as counsel for each party.

6. Tax Matters and Reporting

Pursuant to Section 5 of the Escrow Agreement, and for all federal, state, and local income tax purposes, the Escrow Amount and any Escrow Earnings thereon shall be treated as owned by the Seller pending distribution from the Escrow Account. Seller shall be responsible for the payment of all taxes due and payable with respect to any income earned on the Escrow Funds during the Escrow Period.

Accordingly, the Escrow Agent shall issue all applicable Internal Revenue Service tax information reporting forms, including but not limited to IRS Form 1099-INT and any other applicable Forms 1099, in respect of any interest, dividends, or other investment income earned on the Escrow Amount, to the Seller at the following address and using the following taxpayer identification information:

Seller (for tax reporting purposes):

For reference, the following taxpayer identification information is provided for the Buyer:

Buyer (for reference only):

We request that the Escrow Agent confirm that it has received adequate taxpayer identification information to comply with its tax reporting obligations under the Escrow Agreement and applicable law. If any additional information or documentation is required, including IRS Form W-9 certifications from either party, please notify the undersigned promptly so that we may arrange for the timely delivery of such materials.

7. Governing Law

As set forth in Section 8.4 of the Escrow Agreement, the Escrow Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision of the APA, which is similarly governed by New York law.

8. Acknowledgment Request

We respectfully request that the Escrow Agent countersign this letter in the space provided below and return one fully executed copy of this letter to the undersigned in order to confirm the following:

(a) receipt by the Escrow Agent of the fully executed Escrow Agreement transmitted herewith;

(b) acceptance by Atlantic Fiduciary Trust Company of its appointment as Escrow Agent under the Escrow Agreement;

(c) confirmation that the wire transfer instructions set forth in Section 2 above are accurate and complete for purposes of receiving the Escrow Amount at the Closing (or, if any corrections are necessary, identification of such corrections); and

(d) acknowledgment of the authorized representatives of Buyer and Seller identified in Section 4 above for purposes of providing instructions and notices to the Escrow Agent under the Escrow Agreement.

We would appreciate receiving the countersigned copy of this letter, together with the completed wire transfer instructions (including the ABA routing number and account number for the Escrow Account), no later than 10:00 a.m. (Eastern Time) on July 31, 2025, to enable Buyer to initiate the wire transfer of the Escrow Amount in connection with the Closing.

We thank you and Atlantic Fiduciary Trust Company for your cooperation and assistance in connection with this transaction. Should you have any questions regarding the matters addressed in this letter or the terms of the Escrow Agreement, please do not hesitate to contact the undersigned at (212) 554-7148 or Megan Chu, Associate, at (212) 554-7263. Ms. Chu is serving as the day-to-day contact at Calderwood & Harkness LLP for operational matters relating to the escrow, and she may be reached at mchu@calderwoodharkness.com.

A copy of this letter is being sent concurrently to counsel for the Seller, Broadmoor Strauss & Kline LLP, Attention: Nathan R. Feldstein, Esq.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Wexford, Partner

Direct Dial: (212) 554-7148

Email: hwexford@calderwoodharkness.com

Day-to-Day Contact: Megan Chu, Associate Direct Dial: (212) 554-7263

Email: mchu@calderwoodharkness.com

Enclosure: Executed Escrow Agreement (1 original counterpart)

cc: Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC Nathan R. Feldstein, Esq., Broadmoor Strauss & Kline LLP Megan Chu, Calderwood & Harkness LLP

ACKNOWLEDGMENT

The undersigned hereby acknowledges and confirms, on behalf of Atlantic Fiduciary Trust Company, each of the matters set forth in Section 8 of the foregoing letter dated July 31, 2025, from Calderwood & Harkness LLP, including without limitation (a) receipt of the fully executed Escrow Agreement, (b) acceptance of appointment as Escrow Agent thereunder, (c) the accuracy of the wire transfer instructions set forth therein (subject to any corrections noted below), and (d) acknowledgment of the authorized representatives of Buyer and Seller identified therein.

Corrections or additions to wire transfer instructions, if any:

________________________________________

ACKNOWLEDGED AND AGREED:

ATLANTIC FIDUCIARY TRUST COMPANY

By: ________

Name: Robert D. Whitaker

Title: Vice President

Date: ________

Bank:	Atlantic Fiduciary Trust Company
ABA Routing Number:	[To be provided by Escrow Agent]
Account Name:	CPS/AVP Escrow Account
Account Number:	[To be provided by Escrow Agent]
Reference:	Crestline Packaging Solutions LLC / Allegheny Valley Packaging, Inc. — Escrow Deposit
Attention:	Robert D. Whitaker, Vice President
Name:	Allegheny Valley Packaging, Inc.
Employer Identification Number (EIN):	25-1784632
Address:	250 Industrial Boulevard, Butler, PA 16001
Name:	Crestline Packaging Solutions LLC
Employer Identification Number (EIN):	84-3291047
Address:	4100 Commerce Parkway, Suite 800, Akron, OH 44308

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
July 31, 2025
Matter No.: 1006-00006
VIA HAND DELIVERY AND EMAIL
Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005
Re: Escrow Agreement dated as of July 31, 2025, by and among Crestline Packaging Solutions LLC ("Buyer"), Allegheny Valley Packaging, Inc. ("Seller"), and Atlantic Fiduciary Trust Company ("Escrow Agent") — Escrow Deposit Instructions in Connection with Asset Purchase Agreement dated June 15, 2025
Dear Mr. Whitaker:
This firm represents Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), as counsel to Buyer in connection with the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Buyer and Seller (as amended, supplemented, or otherwise modified from time to time, the "APA"). The purpose of this letter is to transmit to Atlantic Fiduciary Trust Company ("Escrow Agent") the fully executed Escrow Agreement referenced above and to provide wire transfer instructions for the deposit of the Escrow Amount at the closing of the transactions contemplated by the APA (the "Closing"), which is scheduled to occur on the date hereof, July 31, 2025 (the "Closing Date"). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Escrow Agreement (as defined below) or, if not defined therein, in the APA.
We respectfully request that you review this letter in its entirety and confirm the matters set forth herein by countersigning this letter in the space provided at the end hereof. The specific matters addressed in this letter are set forth in the numbered sections below.
1. Transmittal of Executed Escrow Agreement
Enclosed herewith for your files is one (1) fully executed original counterpart of that certain Escrow Agreement dated as of July 31, 2025 (the "Escrow Agreement"), entered into by and among:
(a) Crestline Packaging Solutions LLC, an Ohio limited liability company, as Buyer;
(b) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller; and
(c) Atlantic Fiduciary Trust Company, a New York trust company, as Escrow Agent.
The Escrow Agreement sets forth the terms and conditions governing the deposit, maintenance, investment, and release of the Escrow Amount (as defined below) in connection with the Closing of the transactions contemplated by the APA. The Escrow Agreement has been duly executed and delivered by each of Buyer and Seller, and we understand from prior communications with your office that Escrow Agent has reviewed and approved the form of the Escrow Agreement.
We respectfully request that Escrow Agent acknowledge receipt of the fully executed Escrow Agreement and confirm its acceptance of its appointment as Escrow Agent thereunder by countersigning and returning to us the acknowledgment set forth at the end of this letter. Upon such countersignature, the Escrow Agreement shall become effective in accordance with its terms.
2. Escrow Amount and Deposit Instructions
Pursuant to Section 2.6(b) of the APA and Section 2.1 of the Escrow Agreement, at the Closing, Buyer shall deposit into escrow with the Escrow Agent an amount equal to $9,000,000.00 (Nine Million Dollars) (the "Escrow Amount"). The Escrow Amount represents five percent (5%) of the aggregate Purchase Price of $180,000,000.00 (One Hundred Eighty Million Dollars) payable by Buyer to Seller under the APA. The Escrow Amount is intended to serve as a source of funds for the satisfaction of any post-closing indemnification obligations of Seller to Buyer arising under Article VIII of the APA, subject to and in accordance with the terms and conditions of the Escrow Agreement.
The Escrow Amount will be funded at the Closing by wire transfer of immediately available United States federal funds from Buyer to the Escrow Agent. Please confirm that the Escrow Agent has established, or will establish prior to the Closing, a segregated escrow account (the "Escrow Account") for the receipt and maintenance of the Escrow Amount in accordance with the terms of the Escrow Agreement. The Escrow Account shall be maintained by the Escrow Agent at Atlantic Fiduciary Trust Company and shall be held separate and apart from the general funds and assets of the Escrow Agent and from the funds and assets of any other person or entity.
Buyer shall wire the Escrow Amount to the Escrow Account in accordance with the following wire transfer instructions:
Wire Transfer Instructions for Escrow Account:
We note that the ABA routing number and account number fields above have been left blank pending confirmation from the Escrow Agent. We respectfully request that you provide these details to the undersigned as promptly as practicable, and in any event no later than 10:00 a.m. (Eastern Time) on the Closing Date, so that Buyer may initiate the wire transfer in a timely manner.
Upon receipt of the wire transfer of the Escrow Amount, we request that the Escrow Agent promptly confirm receipt of the Escrow Amount by providing written notice (email shall be deemed acceptable for this purpose) to both Buyer and Seller through their respective authorized representatives identified in Section 4 below and to the undersigned at Calderwood & Harkness LLP. Such confirmation should specify the amount received, the date and time of receipt, and the account into which the funds have been deposited.
Following receipt and deposit of the Escrow Amount, the Escrow Agent shall invest the Escrow Amount in accordance with the investment instructions set forth in Section 4 of the Escrow Agreement. As set forth therein, and unless the Escrow Agent receives contrary joint written instructions from Buyer and Seller, the Escrow Amount shall be invested in a money market deposit account or accounts maintained by the Escrow Agent, or in such other investments as may be jointly directed by Buyer and Seller in writing, consistent with the terms of the Escrow Agreement.
3. Summary of Escrow Release Terms
For the convenience of the Escrow Agent and for reference purposes only, we set forth below a summary of the key terms governing the release of the Escrow Amount under the Escrow Agreement. This summary is provided solely for informational purposes and is qualified in its entirety by reference to the full terms and conditions of the Escrow Agreement. In the event of any conflict between this summary and the terms of the Escrow Agreement, the Escrow Agreement shall control.
(a) Escrow Period. The Escrow Amount, together with any and all interest, dividends, or other investment income earned thereon (collectively, "Escrow Earnings," and together with the Escrow Amount, the "Escrow Funds"), shall be held by the Escrow Agent for a period of eighteen (18) months following the Closing Date (the "Escrow Period"). The Escrow Period is therefore scheduled to expire on January 31, 2027. The Escrow Period is coterminous with the survival period applicable to the Seller's general representations and warranties set forth in Article III of the APA, as specified in Section 8.1 of the APA.
(b) Release Upon Expiration of the Escrow Period. Upon the expiration of the Escrow Period on January 31, 2027, the Escrow Agent shall release the remaining balance of the Escrow Funds to the Seller, net of (i) any amounts that are the subject of then-pending and unresolved indemnification claims made by Buyer in accordance with the provisions of the APA and the Escrow Agreement (each, a "Pending Claim"), and (ii) any amounts previously distributed from the Escrow Account in satisfaction of resolved indemnification claims or otherwise in accordance with the terms of the Escrow Agreement.
(c) Reserve for Pending Claims. With respect to any Pending Claims existing at the expiration of the Escrow Period, the Escrow Agent shall retain from the Escrow Funds a reserve (a "Claims Reserve") in an amount equal to the aggregate amount of all such Pending Claims as set forth in the applicable claim notices delivered by Buyer to the Escrow Agent and Seller. The Claims Reserve shall continue to be held by the Escrow Agent until such time as all Pending Claims have been finally resolved, whether by mutual agreement of Buyer and Seller, by final, non-appealable order of a court of competent jurisdiction, or by final decision of an arbitrator or arbitral panel, as applicable under the terms of the APA. Upon final resolution of any Pending Claim, the Escrow Agent shall distribute the applicable portion of the Claims Reserve in accordance with the resolution of such Pending Claim, as jointly directed by Buyer and Seller in writing (or as directed by the applicable court order or arbitration award). Any portion of the Claims Reserve remaining after satisfaction of the resolved Pending Claim shall be released to Seller.
(d) Interim Distributions. Distributions from the Escrow Account prior to the expiration of the Escrow Period shall be made only upon (i) the joint written instruction of Buyer and Seller, delivered to the Escrow Agent in accordance with the notice provisions of the Escrow Agreement, or (ii) a final, non-appealable order of a court of competent jurisdiction directing such distribution, a certified copy of which shall be delivered to the Escrow Agent. The Escrow Agent shall have no obligation to make any distribution from the Escrow Account absent receipt of such joint written instruction or court order, and the Escrow Agent shall be entitled to rely conclusively on any such instruction or order without independent investigation.
We emphasize that the foregoing is a summary only and does not purport to describe all of the terms and conditions of the Escrow Agreement. The Escrow Agent's rights, duties, obligations, and protections are set forth in full in the Escrow Agreement, and the Escrow Agent should refer to the Escrow Agreement for the complete terms governing its role.
4. Authorized Representatives
In accordance with Section 7.2 of the Escrow Agreement, the following individuals are hereby designated as the authorized representatives of Buyer and Seller, respectively, for purposes of providing instructions, notices, and other communications to the Escrow Agent in connection with the Escrow Agreement. The Escrow Agent may rely on instructions received from any of the authorized representatives identified below, subject to the verification and authentication procedures set forth in the Escrow Agreement.
Buyer's Authorized Representatives (Crestline Packaging Solutions LLC)
Primary Contact:
Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 555-4120
Email: sliu@crestlinepackaging.com
Secondary Contact:
Priya Mehta, Chief Financial Officer Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 555-4135
Email: pmehta@crestlinepackaging.com
Buyer's Counsel (for copies of all notices):
Harrison Wexford, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7148
Email: hwexford@calderwoodharkness.com
Seller's Authorized Representatives (Allegheny Valley Packaging, Inc.)
Primary Contact:
Gerald W. Horvath, President Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 555-2300
Email: ghorvath@avpackaging.com
Secondary Contact:
Diane L. Pulaski, Controller Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 555-2318
Email: dpulaski@avpackaging.com
Seller's Counsel (for copies of all notices):
Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 555-8800
Email: nfeldstein@bsklaw.com
Any changes to the authorized representatives of Buyer or Seller shall be communicated to the Escrow Agent in writing in accordance with the notice provisions of the Escrow Agreement and shall not be effective until acknowledged in writing by the Escrow Agent.
5. Notices to Escrow Agent
All notices, instructions, demands, and other communications to the Escrow Agent pursuant to or in connection with the Escrow Agreement shall be directed to:
Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005 Telephone: (212) 555-6200
Email: rwhitaker@atlanticfiduciary.com
All such notices and communications shall be given in the manner and within the time periods prescribed by Section 7.1 of the Escrow Agreement. In the event that the Escrow Agent designates an alternative or additional contact person for purposes of receiving notices under the Escrow Agreement, we request that the Escrow Agent promptly notify each of the authorized representatives of Buyer and Seller identified in Section 4 above, as well as counsel for each party.
6. Tax Matters and Reporting
Pursuant to Section 5 of the Escrow Agreement, and for all federal, state, and local income tax purposes, the Escrow Amount and any Escrow Earnings thereon shall be treated as owned by the Seller pending distribution from the Escrow Account. Seller shall be responsible for the payment of all taxes due and payable with respect to any income earned on the Escrow Funds during the Escrow Period.
Accordingly, the Escrow Agent shall issue all applicable Internal Revenue Service tax information reporting forms, including but not limited to IRS Form 1099-INT and any other applicable Forms 1099, in respect of any interest, dividends, or other investment income earned on the Escrow Amount, to the Seller at the following address and using the following taxpayer identification information:
Seller (for tax reporting purposes):
For reference, the following taxpayer identification information is provided for the Buyer:
Buyer (for reference only):
We request that the Escrow Agent confirm that it has received adequate taxpayer identification information to comply with its tax reporting obligations under the Escrow Agreement and applicable law. If any additional information or documentation is required, including IRS Form W-9 certifications from either party, please notify the undersigned promptly so that we may arrange for the timely delivery of such materials.
7. Governing Law
As set forth in Section 8.4 of the Escrow Agreement, the Escrow Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision of the APA, which is similarly governed by New York law.
8. Acknowledgment Request
We respectfully request that the Escrow Agent countersign this letter in the space provided below and return one fully executed copy of this letter to the undersigned in order to confirm the following:
(a) receipt by the Escrow Agent of the fully executed Escrow Agreement transmitted herewith;
(b) acceptance by Atlantic Fiduciary Trust Company of its appointment as Escrow Agent under the Escrow Agreement;
(c) confirmation that the wire transfer instructions set forth in Section 2 above are accurate and complete for purposes of receiving the Escrow Amount at the Closing (or, if any corrections are necessary, identification of such corrections); and
(d) acknowledgment of the authorized representatives of Buyer and Seller identified in Section 4 above for purposes of providing instructions and notices to the Escrow Agent under the Escrow Agreement.
We would appreciate receiving the countersigned copy of this letter, together with the completed wire transfer instructions (including the ABA routing number and account number for the Escrow Account), no later than 10:00 a.m. (Eastern Time) on July 31, 2025, to enable Buyer to initiate the wire transfer of the Escrow Amount in connection with the Closing.
We thank you and Atlantic Fiduciary Trust Company for your cooperation and assistance in connection with this transaction. Should you have any questions regarding the matters addressed in this letter or the terms of the Escrow Agreement, please do not hesitate to contact the undersigned at (212) 554-7148 or Megan Chu, Associate, at (212) 554-7263. Ms. Chu is serving as the day-to-day contact at Calderwood & Harkness LLP for operational matters relating to the escrow, and she may be reached at mchu@calderwoodharkness.com.
A copy of this letter is being sent concurrently to counsel for the Seller, Broadmoor Strauss & Kline LLP, Attention: Nathan R. Feldstein, Esq.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Wexford, Partner
Direct Dial: (212) 554-7148
Email: hwexford@calderwoodharkness.com
Day-to-Day Contact: Megan Chu, Associate Direct Dial: (212) 554-7263
Email: mchu@calderwoodharkness.com
Enclosure: Executed Escrow Agreement (1 original counterpart)
cc: Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC Nathan R. Feldstein, Esq., Broadmoor Strauss & Kline LLP Megan Chu, Calderwood & Harkness LLP
ACKNOWLEDGMENT
The undersigned hereby acknowledges and confirms, on behalf of Atlantic Fiduciary Trust Company, each of the matters set forth in Section 8 of the foregoing letter dated July 31, 2025, from Calderwood & Harkness LLP, including without limitation (a) receipt of the fully executed Escrow Agreement, (b) acceptance of appointment as Escrow Agent thereunder, (c) the accuracy of the wire transfer instructions set forth therein (subject to any corrections noted below), and (d) acknowledgment of the authorized representatives of Buyer and Seller identified therein.
Corrections or additions to wire transfer instructions, if any:
________________________________________
________________________________________
ACKNOWLEDGED AND AGREED:
ATLANTIC FIDUCIARY TRUST COMPANY
By: ________
Name: Robert D. Whitaker
Title: Vice President
Date: ________
Bank: | Atlantic Fiduciary Trust Company
ABA Routing Number: | [To be provided by Escrow Agent]
Account Name: | CPS/AVP Escrow Account
Account Number: | [To be provided by Escrow Agent]
Reference: | Crestline Packaging Solutions LLC / Allegheny Valley Packaging, Inc. — Escrow Deposit
Attention: | Robert D. Whitaker, Vice President
Name: | Allegheny Valley Packaging, Inc.
Employer Identification Number (EIN): | 25-1784632
Address: | 250 Industrial Boulevard, Butler, PA 16001
Name: | Crestline Packaging Solutions LLC
Employer Identification Number (EIN): | 84-3291047
Address: | 4100 Commerce Parkway, Suite 800, Akron, OH 44308

VIA HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT

ACKNOWLEDGED AND AGREED:

ATLANTIC FIDUCIARY TRUST COMPANY

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