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AMENDMENT NO. 3 TO CREDIT AGREEMENT

(Incremental Term Loan)

dated as of July 31, 2025

among

CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, as Borrower,

PINNACLE NATIONAL BANK, N.A., a national banking association, as Administrative Agent,

THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO,

and

THE EXISTING LENDERS PARTY HERETO

________________________________________

with reference to

That certain Credit Agreement, dated as of November 15, 2021 (as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement," and as amended by this Amendment, the "Credit Agreement"), among Crestline Packaging Solutions LLC, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto.

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This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of July 31, 2025, is entered into by and among:

(1) CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company (the "Borrower");

(2) PINNACLE NATIONAL BANK, N.A., a national banking association, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent");

(3) Each lender listed on Schedule I hereto (each, an "Incremental Term Loan Lender" and, collectively, the "Incremental Term Loan Lenders"); and

(4) The Existing Lenders (as defined below) party hereto, constituting the Required Lenders under the Existing Credit Agreement.

RECITALS

A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Existing Lenders") are parties to that certain Credit Agreement, dated as of November 15, 2021 (as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), pursuant to which the Existing Lenders have made available to the Borrower certain revolving credit and term loan facilities on the terms and subject to the conditions set forth therein.

B. The Borrower has requested the establishment of an incremental term loan facility in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Incremental Term Loans") pursuant to Section 2.14 (the "Incremental Facility Provisions") of the Existing Credit Agreement, the proceeds of which will be used to finance a portion of the purchase price and related costs and expenses incurred in connection with the acquisition (the "Acquisition") by the Borrower of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), pursuant to that certain Asset Purchase Agreement, dated as of June 15, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Acquisition Agreement"), by and between the Borrower and AVP.

C. Each lender set forth on Schedule I hereto (each, an "Incremental Term Loan Lender" and, collectively, the "Incremental Term Loan Lenders") has agreed, subject to the terms and conditions set forth herein, to make Incremental Term Loans to the Borrower on the Closing Date in the aggregate principal amounts set forth opposite such Incremental Term Loan Lender's name on Schedule I hereto, with the aggregate Incremental Term Loan Commitments of all Incremental Term Loan Lenders equaling One Hundred Thirty Million Dollars ($130,000,000).

D. The Existing Lenders constituting the Required Lenders under the Existing Credit Agreement have consented to this Amendment and the establishment of the Incremental Term Loan facility on the terms set forth herein, to the extent such consent is required under the Incremental Facility Provisions of the Existing Credit Agreement.

E. The Borrower and the Administrative Agent have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein to, among other things, reflect the establishment of the Incremental Term Loan facility, the addition of the Incremental Term Loan Lenders as Lenders under the Credit Agreement, and the other modifications contemplated hereby.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms

As used in this Amendment, the following terms shall have the meanings set forth below:

"Acquisition" means the acquisition by the Borrower of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation, pursuant to and in accordance with the terms and conditions of the Acquisition Agreement.

"Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc., together with all exhibits, schedules, disclosure letters, and annexes thereto, as the same may be amended, supplemented, or otherwise modified from time to time; provided that no amendment, supplement, waiver, or other modification of the Acquisition Agreement that is materially adverse to the interests of the Lenders shall be effective without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).

"Amendment" means this Amendment No. 3 to Credit Agreement.

"Amendment Effective Date" has the meaning set forth in Section 4.01, and shall be the date on which all conditions precedent set forth in Article IV hereof have been satisfied or waived in accordance with the terms hereof.

"Closing Date" means the date on which the Incremental Term Loans are funded pursuant to Section 2.06 hereof, which date shall be the date of the closing of the Acquisition (currently estimated to be July 31, 2025), subject to the satisfaction or waiver of the conditions set forth in Article IV hereof.

"Commitment Expiration Date" means August 20, 2025.

"Credit Agreement" means the Existing Credit Agreement as amended by this Amendment, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Existing Credit Agreement" means that certain Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administrative Agent, and the lenders from time to time party thereto, as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof (but excluding this Amendment).

"Existing Lenders" means the lenders party to the Existing Credit Agreement immediately prior to the Amendment Effective Date.

"Incremental Term Loan Commitment" means, with respect to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make Incremental Term Loans to the Borrower on the Closing Date in the principal amount set forth opposite such Incremental Term Loan Lender's name on Schedule I hereto, as such amount may be reduced or terminated in accordance with the terms hereof. The aggregate amount of all Incremental Term Loan Commitments as of the date hereof is One Hundred Thirty Million Dollars ($130,000,000).

"Incremental Term Loan Lender" means each lender listed on Schedule I hereto, together with its successors and assigns that become party to the Credit Agreement.

"Incremental Term Loan Maturity Date" means November 15, 2028, which is the same date as the Term Loan Maturity Date under the Existing Credit Agreement.

"Incremental Term Loans" means the term loans in an aggregate original principal amount of One Hundred Thirty Million Dollars ($130,000,000) made by the Incremental Term Loan Lenders to the Borrower on the Closing Date pursuant to Section 2.01 hereof.

"Ticking Fee" has the meaning set forth in Section 2.05 hereof.

"Ticking Fee Commencement Date" means June 21, 2025, which is the date that is sixty (60) days after the date of that certain commitment letter, dated April 22, 2025 (Reference: PCL-2025-04-1187), issued by Pinnacle National Bank, N.A. in connection with the Incremental Term Loan facility.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Existing Credit Agreement. The rules of construction and interpretation set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

Section 1.02 — Interpretation

(a) The rules of construction and interpretation set forth in Article I of the Existing Credit Agreement shall apply to this Amendment as if fully set forth herein.

(b) References in this Amendment to any Article, Section, Schedule, or Exhibit are, unless otherwise specified, references to such Article, Section, Schedule, or Exhibit of or to this Amendment.

(c) References in this Amendment to "the date hereof" or "the date of this Amendment" refer to the date first written above.

(d) Section headings and the table of contents used herein are for convenience of reference only, are not part of this Amendment, and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(e) Unless the context requires otherwise, (i) any reference to any agreement, instrument, or document shall include all annexes, exhibits, schedules, and amendments thereto, (ii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law, (iii) words importing the singular include the plural and vice versa, and (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

ARTICLE II — INCREMENTAL TERM LOAN FACILITY

Section 2.01 — Incremental Term Loan Commitments

(a) Subject to and upon the terms and conditions set forth in this Amendment (including the satisfaction or waiver of the conditions precedent set forth in Article IV hereof), each Incremental Term Loan Lender agrees, severally and not jointly, to make a single term loan (each such term loan, an "Incremental Term Loan") to the Borrower on the Closing Date in a principal amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth on Schedule I hereto. The aggregate principal amount of all Incremental Term Loan Commitments is One Hundred Thirty Million Dollars ($130,000,000).

(b) The Incremental Term Loans are not revolving in nature, and amounts repaid or prepaid in respect of the Incremental Term Loans may not be reborrowed.

(c) The Incremental Term Loan Commitment of each Incremental Term Loan Lender shall terminate upon the earliest to occur of: (i) the funding of the Incremental Term Loans on the Closing Date in the full amount of such Incremental Term Loan Lender's Incremental Term Loan Commitment; (ii) 5:00 p.m. New York City time on the Commitment Expiration Date (August 20, 2025), if the Closing Date has not occurred on or prior to such date; and (iii) the date on which the Acquisition Agreement is terminated in accordance with its terms. Upon any termination of the Incremental Term Loan Commitments pursuant to clause (ii) or clause (iii) of the preceding sentence, all Incremental Term Loan Commitments shall automatically and permanently terminate, and neither the Administrative Agent nor any Incremental Term Loan Lender shall have any further obligation to fund Incremental Term Loans hereunder.

(d) For the avoidance of doubt, if the Closing Date has not occurred on or prior to August 20, 2025, all Incremental Term Loan Commitments shall automatically and irrevocably terminate, without further action by any party, and neither the Administrative Agent nor any Incremental Term Loan Lender shall have any obligation to fund any Incremental Term Loans.

Section 2.02 — Use of Proceeds

The proceeds of the Incremental Term Loans shall be used by the Borrower solely for the following purposes:

(a) to finance a portion of the purchase price payable by the Borrower to AVP under the Acquisition Agreement, which aggregate purchase price is One Hundred Eighty Million Dollars ($180,000,000), with One Hundred Thirty Million Dollars ($130,000,000) to be funded from the proceeds of the Incremental Term Loans and Fifty Million Dollars ($50,000,000) to be funded from the equity contribution by Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership;

(b) to pay fees, costs, and expenses incurred in connection with the Acquisition, this Amendment, and the transactions contemplated hereby, including arrangement fees, legal fees, title insurance premiums, recording costs, and other customary transaction costs; and

(c) to the extent of any remaining proceeds, for general corporate purposes of the Borrower as permitted by the Credit Agreement.

In no event shall the proceeds of the Incremental Term Loans be used for any purpose not permitted by the Credit Agreement, including, without limitation, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

Section 2.03 — Interest Rate

(a) Applicable Rate. Subject to the provisions of this Section 2.03, the Incremental Term Loans shall bear interest at a rate per annum equal to Term SOFR (as defined in the Existing Credit Agreement) for the applicable Interest Period plus 3.75% (375 basis points) per annum.

(b) Term SOFR Floor. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, in no event shall the Term SOFR rate applicable to any Interest Period for the Incremental Term Loans be deemed to be less than 0.50% (50 basis points) per annum. If Term SOFR as determined for any Interest Period is less than 0.50% per annum, then Term SOFR shall be deemed to be 0.50% per annum for purposes of calculating interest on the Incremental Term Loans for such Interest Period.

(c) Interest Periods. Interest Periods for the Incremental Term Loans shall be consistent with the Existing Credit Agreement and shall be periods of one (1), three (3), or six (6) months, as selected by the Borrower in accordance with the provisions of the Existing Credit Agreement, subject to the availability of such Interest Periods and the other limitations set forth in the Existing Credit Agreement.

(d) Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Incremental Term Loans shall bear interest at the rate otherwise applicable thereto plus an additional 2.00% (200 basis points) per annum (the "Default Rate"), as set forth in and in accordance with the terms of the Existing Credit Agreement.

(e) Interest Payment Dates. Interest on the Incremental Term Loans shall be payable in arrears on the same Interest Payment Dates and in the same manner as interest on the existing Term Loans under the Existing Credit Agreement, including on the last day of each applicable Interest Period (and, in the case of Interest Periods longer than three months, on each day that occurs every three months after the first day of such Interest Period).

(f) Computation. All interest on the Incremental Term Loans shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day of each Interest Period), in accordance with Section 2.07 of the Existing Credit Agreement.

Section 2.04 — Repayment and Amortization

(a) Scheduled Amortization. The Borrower shall repay the outstanding principal amount of the Incremental Term Loans in consecutive quarterly installments on the last Business Day of each fiscal quarter, commencing on the first full fiscal quarter end following the Closing Date (which is expected to be September 30, 2025), in each case in a principal amount equal to 1.25% of the original aggregate principal amount of the Incremental Term Loans funded on the Closing Date (i.e., $1,625,000 per quarter), representing aggregate annual amortization of 5.00% of the original principal amount.

(b) Final Maturity Payment. The entire unpaid principal amount of the Incremental Term Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Incremental Term Loan Maturity Date (November 15, 2028).

(c) Voluntary Prepayments. The Borrower may voluntarily prepay the Incremental Term Loans, in whole or in part, at any time and from time to time, in accordance with and subject to the terms, conditions, and notice requirements set forth in the Existing Credit Agreement applicable to voluntary prepayments of Term Loans, without premium or penalty (except as otherwise provided in the Existing Credit Agreement with respect to breakage costs and funding losses arising from prepayments on dates other than the last day of an Interest Period).

(d) Mandatory Prepayments. The Incremental Term Loans shall be subject to the mandatory prepayment provisions set forth in the Existing Credit Agreement applicable to Term Loans, including mandatory prepayments from excess cash flow, asset sales, casualty events, and incurrence of indebtedness not permitted under the Credit Agreement. All mandatory prepayments shall be applied to the Incremental Term Loans and the existing Term Loans on a pro rata basis (based on the outstanding principal amounts thereof), unless otherwise provided in the Existing Credit Agreement.

(e) Application. Voluntary and mandatory prepayments of the Incremental Term Loans shall be applied to the remaining scheduled amortization installments of the Incremental Term Loans in direct order of maturity (or in such other order as may be required by the Existing Credit Agreement). Each prepayment of principal shall be accompanied by payment of accrued and unpaid interest on the principal amount so prepaid through the date of prepayment.

Section 2.05 — Ticking Fee

(a) From and after June 21, 2025 (the "Ticking Fee Commencement Date," being the date that is sixty (60) days after the date of the commitment letter dated April 22, 2025, Reference: PCL-2025-04-1187), until the earlier of (x) the Closing Date and (y) the date of termination of the Incremental Term Loan Commitments (whether upon the Commitment Expiration Date, termination of the Acquisition Agreement, or otherwise), the Borrower shall pay to each Incremental Term Loan Lender a ticking fee (the "Ticking Fee") equal to 0.25% (25 basis points) per annum on the aggregate undrawn Incremental Term Loan Commitment of such Incremental Term Loan Lender.

(b) The Ticking Fee shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Closing Date or the date of termination of the Incremental Term Loan Commitments, as applicable, and shall be calculated on the basis of a 360-day year and actual days elapsed. The Ticking Fee shall accrue from and including the Ticking Fee Commencement Date to but excluding the date of payment.

(c) The Borrower's obligation to pay the Ticking Fee shall survive the termination of the Incremental Term Loan Commitments with respect to any Ticking Fee accrued and unpaid as of the date of such termination.

Section 2.06 — Funding Mechanics

(a) On the Closing Date, each Incremental Term Loan Lender shall fund its Incremental Term Loan Commitment by wire transfer of immediately available funds to the account designated by the Administrative Agent not later than 11:00 a.m. New York City time on the Closing Date, in the amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth on Schedule I hereto.

(b) Upon the Administrative Agent's confirmation that (i) all conditions precedent set forth in Article IV hereof have been satisfied (or waived by the Administrative Agent and/or the Required Lenders, as applicable) and (ii) the Administrative Agent has received the funds from each Incremental Term Loan Lender in the full amount of such lender's Incremental Term Loan Commitment, the Administrative Agent shall distribute the aggregate proceeds of the Incremental Term Loans to the Borrower (or, as directed by the Borrower in the Closing Funds Flow Memorandum, directly to the applicable recipients) in accordance with the Closing Funds Flow Memorandum delivered pursuant to Section 4.01(j) hereof.

(c) The flow of funds on the Closing Date shall be consistent with the Closing Funds Flow Memorandum, which shall set forth all sources and uses of funds, all wire transfer instructions, and the sequence and timing of all payments to be made on the Closing Date.

(d) In the event that any Incremental Term Loan Lender fails to fund its Incremental Term Loan Commitment on the Closing Date in accordance with this Section 2.06, the provisions of the Existing Credit Agreement governing defaulting lenders shall apply to such Incremental Term Loan Lender, mutatis mutandis.

Section 2.07 — Treatment as Term Loans

(a) From and after the Closing Date, the Incremental Term Loans shall constitute "Term Loans" and "Obligations" under and as defined in the Credit Agreement for all purposes thereof, including for purposes of voting, mandatory prepayments, pro rata sharing, and all other provisions of the Credit Agreement.

(b) From and after the Closing Date, each Incremental Term Loan Lender shall constitute a "Lender" and a "Term Lender" under and as defined in the Credit Agreement and shall be entitled to all the rights and benefits of, and subject to all the obligations of, a Lender and a Term Lender under the Credit Agreement and the other Loan Documents.

(c) The Incremental Term Loans shall be secured by the same Collateral, and guaranteed by the same Guarantors, as the existing Term Loans and Revolving Loans under the Credit Agreement, on a pari passu basis with such existing Term Loans and Revolving Loans, and the Administrative Agent shall hold the Collateral and the benefit of the guaranties for the benefit of all Lenders (including the Incremental Term Loan Lenders) in accordance with the terms of the Credit Agreement and the other Loan Documents.

(d) Without limiting the generality of the foregoing, the Incremental Term Loans shall (i) rank pari passu in right of payment and security with all existing and future Term Loans and Revolving Loans under the Credit Agreement, (ii) be entitled to the benefit of all representations, warranties, covenants, and events of default set forth in the Credit Agreement, and (iii) be subject to the same mandatory prepayment provisions, pro rata sharing provisions, and other terms applicable to Term Loans under the Credit Agreement, except as otherwise expressly provided in this Amendment.

ARTICLE III — AMENDMENTS TO EXISTING CREDIT AGREEMENT

Section 3.01 — Amendments to Definitions

Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:

(a) The definition of "Term Loans" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following language at the end thereof:

", and shall include the Incremental Term Loans in an aggregate original principal amount of $130,000,000 made by the Incremental Term Loan Lenders pursuant to Amendment No. 3 to Credit Agreement, dated as of July 31, 2025."

(b) The definition of "Term Loan Commitment" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following language at the end thereof:

", and shall include the Incremental Term Loan Commitments of each Incremental Term Loan Lender as set forth on Schedule I to Amendment No. 3."

(c) The definition of "Lenders" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended to include the Incremental Term Loan Lenders as "Lenders" under the Credit Agreement from and after the Amendment Effective Date.

(d) The following new defined term is hereby added to Section 1.01 of the Existing Credit Agreement in appropriate alphabetical order:

"Incremental Term Loans" means the term loans in an aggregate original principal amount of $130,000,000 made by the Incremental Term Loan Lenders to the Borrower on the Closing Date (as defined in Amendment No. 3) pursuant to Amendment No. 3 to Credit Agreement, dated as of July 31, 2025, among the Borrower, the Administrative Agent, the Incremental Term Loan Lenders, and the Existing Lenders party thereto."

(e) Such additional conforming amendments to the definitions and other provisions of the Existing Credit Agreement as are necessary to give effect to the establishment of the Incremental Term Loan facility and the incurrence of the Incremental Term Loans are hereby deemed to be made, including, without limitation, any amendments to provisions relating to pro rata sharing, mandatory prepayments, voting, amortization schedules, and financial covenant calculations to the extent required to reflect the Incremental Term Loans as Term Loans under the Credit Agreement.

Section 3.02 — Amendment to Schedules

The Commitment Schedule (Schedule 2.01) of the Existing Credit Agreement is hereby amended to include the Incremental Term Loan Commitment of each Incremental Term Loan Lender as set forth on Schedule I to this Amendment, and, from and after the Closing Date, to reflect the outstanding principal amount of the Incremental Term Loans of each Incremental Term Loan Lender. Schedule I to this Amendment shall be deemed to supplement and form a part of Schedule 2.01 to the Credit Agreement.

Section 3.03 — No Other Amendments

(a) Except as expressly set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Existing Credit Agreement and each other Loan Document shall remain in full force and effect and are hereby ratified and confirmed in all respects. On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in any other Loan Document to the "Credit Agreement," shall be deemed to be a reference to the Existing Credit Agreement as amended by this Amendment.

(b) Nothing in this Amendment shall be deemed to constitute a waiver of, or consent to any departure from, any term, condition, or provision of the Existing Credit Agreement or any other Loan Document, except as expressly set forth herein. This Amendment is not intended to, and shall not, establish a course of dealing or otherwise obligate the Administrative Agent or any Lender to agree to any future amendment, waiver, consent, or modification of the Credit Agreement or any other Loan Document, whether on similar or different terms.

ARTICLE IV — CONDITIONS PRECEDENT TO EFFECTIVENESS AND FUNDING

Section 4.01 — Conditions Precedent

The obligations of the Incremental Term Loan Lenders to fund the Incremental Term Loans on the Closing Date, and the effectiveness of this Amendment (the date on which all such conditions are satisfied or waived, the "Amendment Effective Date"), are subject to the prior satisfaction (or waiver by the Administrative Agent and the Required Lenders, as applicable) of each of the following conditions precedent:

(a) Execution and Delivery of Amendment. This Amendment shall have been duly executed and delivered by the Borrower, the Administrative Agent, each Incremental Term Loan Lender, and each Existing Lender whose consent is required under the Incremental Facility Provisions of the Existing Credit Agreement or whose signature is otherwise required hereunder. The Administrative Agent shall have received originally executed (or electronic) counterparts of this Amendment from each such party.

(b) Acquisition Agreement. The Administrative Agent shall have received a true, correct, and complete copy of the Acquisition Agreement (that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc.), together with all exhibits, schedules, disclosure letters, side letters, and amendments thereto. The Acquisition shall be consummated substantially simultaneously with the funding of the Incremental Term Loans on the Closing Date in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any amendment, waiver, consent, or other modification thereof that is materially adverse to the interests of the Lenders, unless such amendment, waiver, consent, or modification has been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed). For the avoidance of doubt, any reduction in the aggregate purchase price payable under the Acquisition Agreement shall not be deemed to be materially adverse to the Lenders.

(c) Equity Contribution. The Borrower shall have received the equity contribution from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, in an amount not less than Fifty Million Dollars ($50,000,000) in cash, and evidence thereof reasonably satisfactory to the Administrative Agent (including a copy of the applicable wire transfer confirmation or account statement) shall have been delivered to the Administrative Agent. Such equity contribution shall have been made in the form of common equity or other equity interests in the Borrower that are not mandatorily redeemable and do not require the payment of cash dividends.

(d) Representations and Warranties. The representations and warranties of the Borrower set forth in Article V of the Existing Credit Agreement and in Article V of this Amendment shall be 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 Amendment Effective Date and the Closing Date, in each case as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date. In addition, the Specified Acquisition Agreement Representations (as defined in the commitment letter dated April 22, 2025) shall be true and correct in all material respects as of the Closing Date, but only to the extent that the Borrower (or its applicable affiliate) has the right to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.

(e) No Default. No Default or Event of Default under the Credit Agreement shall have occurred and be continuing as of the Amendment Effective Date or the Closing Date, or would result from (i) the borrowing of the Incremental Term Loans, (ii) the consummation of the Acquisition, (iii) the application of the proceeds of the Incremental Term Loans as contemplated by Section 2.02 hereof, or (iv) any of the other transactions contemplated by this Amendment.

(f) Legal Opinion. The Administrative Agent shall have received a favorable written legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressed to the Administrative Agent and each of the Incremental Term Loan Lenders, dated as of the Closing Date and substantially in the form agreed upon by the Administrative Agent and the Borrower, covering, among other things: (i) due organization, valid existence, and good standing of Crestline Packaging Solutions LLC under the laws of the State of Ohio; (ii) due authority and authorization of the Borrower to execute, deliver, and perform this Amendment and the other Loan Documents delivered in connection herewith; (iii) enforceability of this Amendment and such other Loan Documents against the Borrower in accordance with their terms (subject to customary qualifications and assumptions); (iv) no conflict with or violation of the Borrower's Certificate of Formation or Operating Agreement; and (v) no consent, approval, or authorization of, or filing with, any governmental authority required in connection with the transactions contemplated hereby, except for filings that have been made or will be made. Such opinion shall contain such other customary matters and be subject to such customary assumptions, qualifications, and exceptions as are reasonably acceptable to the Administrative Agent.

(g) Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, in substantially the form attached hereto as Exhibit A, certifying that: (i) the representations and warranties of the Borrower set forth in Article V of the Existing Credit Agreement and in Article V of this Amendment are true and correct in all material respects (or in all respects, as applicable) as of the Closing Date (or, to the extent any such representation or warranty relates to an earlier date, as of such earlier date); (ii) no Default or Event of Default has occurred and is continuing, or would result from the borrowing of the Incremental Term Loans or the consummation of the Acquisition; and (iii) all conditions precedent to the funding of the Incremental Term Loans set forth in this Article IV have been satisfied (or waived). Such certificate shall be accompanied by copies of the resolutions of the members and/or managers of the Borrower (or a written consent in lieu thereof) duly authorizing the execution, delivery, and performance by the Borrower of this Amendment and the borrowing of the Incremental Term Loans, certified as true and correct by such Responsible Officer.

(h) Secretary's / Manager's Certificate. The Administrative Agent shall have received a certificate of the Secretary or an authorized manager of the Borrower, dated as of the Closing Date, certifying (i) the names, titles, and true signatures of the officers or managers of the Borrower authorized to sign this Amendment and each of the other Loan Documents delivered in connection herewith, and (ii) attaching certified copies of (A) the Certificate of Formation of the Borrower as filed with the Ohio Secretary of State (Ohio SOS Filing No. 4287653; EIN 84-3291047), (B) the Operating Agreement of the Borrower (or the relevant amendments thereto), and (C) resolutions of the members and/or managers of the Borrower authorizing the transactions contemplated by this Amendment. The Administrative Agent shall have received evidence satisfactory to it that the Borrower is in good standing in the State of Ohio and is duly qualified to transact business in each other jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

(i) Perfection Certificate and Lien Matters. The Administrative Agent shall have received:

(i) a perfection certificate substantially in the form required by the Existing Credit Agreement (or an update to the existing perfection certificate), updated to reflect the assets to be acquired from AVP pursuant to the Acquisition Agreement (the "Acquired Assets"), including all personal property, equipment, inventory, intellectual property, and real property of AVP being acquired by the Borrower;

(ii) duly executed UCC-1 financing statements (and any necessary amendments to existing UCC-1 financing statements) naming the Borrower as debtor and the Administrative Agent as secured party, in proper form for filing in all applicable jurisdictions, covering the Acquired Assets and all other assets of the Borrower constituting Collateral under the Credit Agreement;

(iii) with respect to the Butler property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 (a manufacturing and warehousing facility consisting of approximately 285,000 square feet situated on approximately 22.5 acres) and the Meadville property located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335 (a packaging and distribution facility consisting of approximately 110,000 square feet situated on approximately 8.2 acres):

(A) duly executed and acknowledged Mortgages, deeds of trust, or other real property security instruments in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, encumbering the Butler property and the Meadville property as security for the Obligations under the Credit Agreement;

(B) ALTA extended lender's title insurance commitments (or, at the option of the Administrative Agent, title insurance policies) from Sentinel Title Insurance Corporation in amounts and with endorsements reasonably satisfactory to the Administrative Agent, insuring the Mortgages as valid first-priority liens on the Butler property and the Meadville property, subject only to Permitted Liens;

(C) current ALTA/NSPS surveys of the Butler property and the Meadville property, prepared by a licensed surveyor and certified to the Administrative Agent and Sentinel Title Insurance Corporation, in form and substance reasonably satisfactory to the Administrative Agent; and

(D) such other real property due diligence deliverables as may be reasonably required by the Administrative Agent, including environmental site assessments, flood zone determinations, and zoning compliance letters;

(iv) results of UCC, tax lien, judgment lien, and litigation searches in all applicable jurisdictions with respect to the Borrower and AVP, in form and substance reasonably satisfactory to the Administrative Agent; and

(v) evidence that all actions necessary or desirable to perfect the Administrative Agent's security interests in the Collateral (including the Acquired Assets) have been taken or will be taken substantially simultaneously with the Closing Date, including, without limitation, delivery of all certificated securities, executed stock powers, executed deposit account control agreements, and intellectual property security agreement filings.

(j) Closing Funds Flow Memorandum. The Administrative Agent shall have received the Closing Funds Flow Memorandum, in form and substance satisfactory to the Administrative Agent, setting forth in reasonable detail all sources and uses of funds on the Closing Date, including, without limitation:

(i) the $130,000,000 in proceeds of the Incremental Term Loans;

(ii) the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP;

(iii) the aggregate purchase price of $180,000,000 payable to AVP (or as directed by AVP);

(iv) the $9,000,000 escrow deposit to be held by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the terms of the Acquisition Agreement;

(v) the payoff of AVP's existing indebtedness of approximately $14,200,000 outstanding under its revolving credit facility with Merchants & Traders Bank, together with a payoff letter and UCC-3 termination statements from Merchants & Traders Bank in form and substance satisfactory to the Administrative Agent;

(vi) all fees, costs, and expenses payable on the Closing Date (including arrangement fees, upfront fees, legal fees, and other transaction costs); and

(vii) wire transfer instructions for each recipient of funds on the Closing Date.

(k) Financial Statements. The Administrative Agent shall have received:

(i) audited financial statements of Allegheny Valley Packaging, Inc. for the three most recently completed fiscal years, audited by Pendleton & Sawyer CPAs LLP, consisting of balance sheets, statements of operations, statements of members' equity (or stockholders' equity), and statements of cash flows, together with the unqualified opinions of such auditors thereon; and

(ii) unaudited interim financial statements of Allegheny Valley Packaging, Inc. for each fiscal quarter (and the applicable year-to-date period) ended after the end of the most recently completed fiscal year for which audited financial statements have been delivered and at least forty-five (45) days prior to the Closing Date, consisting of balance sheets and statements of operations, in each case certified by a Responsible Officer of AVP as presenting fairly in all material respects the financial condition and results of operations of AVP as of the dates and for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

(l) Insurance. The Administrative Agent shall have received evidence of insurance coverage for the Acquired Assets and properties (including the Butler property and the Meadville property) in such amounts, with such deductibles, and covering such risks as are required by the Credit Agreement, together with endorsements naming the Administrative Agent as lender's loss payee (with respect to property and casualty insurance) and additional insured (with respect to liability insurance), all in form and substance reasonably satisfactory to the Administrative Agent.

(m) Fees and Expenses. The Borrower shall have paid (or made arrangements satisfactory to the Administrative Agent for the payment of) all fees, costs, and expenses required to be paid on or before the Closing Date pursuant to this Amendment, the commitment letter dated April 22, 2025, or any fee letter executed in connection therewith, including, without limitation:

(i) the arrangement fee payable to the Administrative Agent;

(ii) any upfront fees or commitment fees payable to the Incremental Term Loan Lenders;

(iii) accrued and unpaid Ticking Fees; and

(iv) reasonable and documented out-of-pocket fees, costs, disbursements, and expenses of Whitford Chase & Associates LLP, counsel to the Administrative Agent, and of any other advisors engaged by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby.

(n) Solvency Certificate. The Administrative Agent shall have received a solvency certificate from Priya Mehta, Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving pro forma effect to the Acquisition, the equity contribution, the incurrence of the Incremental Term Loans, the payment of all fees and expenses in connection therewith, and the other transactions contemplated by this Amendment: (i) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent, or otherwise; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent, or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent, or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in a business or a transaction, for which their property would constitute an unreasonably small capital.

(o) No Material Adverse Effect. Since the date of the Acquisition Agreement (June 15, 2025), no event, development, circumstance, change, effect, or condition shall have occurred that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement) on AVP and its business, assets, liabilities, condition (financial or otherwise), or results of operations taken as a whole.

(p) Pro Forma Compliance. The Borrower shall have delivered to the Administrative Agent a pro forma compliance certificate, prepared by the Borrower and certified by a Responsible Officer of the Borrower, demonstrating that, after giving pro forma effect to (i) the Acquisition (including the consolidation of AVP's assets and liabilities), (ii) the equity contribution of $50,000,000 from Ridgeway Capital Partners Fund III, LP, (iii) the incurrence of the Incremental Term Loans in the aggregate principal amount of $130,000,000, (iv) the repayment of AVP's existing indebtedness with Merchants & Traders Bank, and (v) all fees, costs, and expenses incurred in connection with the transactions contemplated hereby, the Borrower is in compliance with all financial covenants set forth in the Credit Agreement, including, without limitation, the maximum Total Leverage Ratio and the minimum Interest Coverage Ratio, in each case calculated on a pro forma basis for the most recently completed four fiscal quarter period for which financial statements are available, giving effect to the transactions described above as if they had occurred on the first day of such period (for income statement items) or on the last day of such period (for balance sheet items).

(q) Patriot Act / KYC. The Administrative Agent and each Incremental Term Loan Lender shall have received, at least three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by the applicable Incremental Term Loan Lender), all documentation and other information with respect to the Borrower and its beneficial owners required by the Incremental Term Loan Lenders under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56, 31 U.S.C. § 5318), the Bank Secrecy Act, and the beneficial ownership regulations issued by the Financial Crimes Enforcement Network (31 C.F.R. § 1010.230), including a completed Certification Regarding Beneficial Owners of Legal Entity Customers. The Administrative Agent shall have completed all required customer identification program procedures with respect to the Borrower to its reasonable satisfaction.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations and Warranties of the Borrower

The Borrower hereby represents and warrants to the Administrative Agent and each Incremental Term Loan Lender that, as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty is made as of such earlier date):

(a) Organization and Good Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653). The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Borrower is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; Enforceability. The execution, delivery, and performance by the Borrower of this Amendment and the other Loan Documents delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby (including the borrowing of the Incremental Term Loans), have been duly authorized by all necessary limited liability company action on the part of the Borrower, including the approval of its members and/or managers as required by the Operating Agreement of the Borrower. This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and other similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, fair dealing, and reasonableness.

(c) No Conflict. The execution, delivery, and performance by the Borrower of this Amendment and the other Loan Documents delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Certificate of Formation, Operating Agreement, or other organizational documents of the Borrower; (ii) violate any applicable law, rule, regulation, order, judgment, injunction, decree, or writ of any governmental authority binding on the Borrower or any of its properties or assets; (iii) conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, indenture, mortgage, deed of trust, or other instrument to which the Borrower is a party or by which the Borrower or any of its properties or assets may be bound; or (iv) result in the creation or imposition of any lien, charge, security interest, or encumbrance on any property or asset of the Borrower, other than the liens and security interests in favor of the Administrative Agent created under the Loan Documents.

(d) Governmental Approvals. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority (federal, state, local, or foreign) is required in connection with the execution, delivery, or performance by the Borrower of this Amendment or the other Loan Documents delivered in connection herewith, or the consummation of the transactions contemplated hereby and thereby, except for (i) filings and recordings of UCC financing statements and amendments with the appropriate filing offices, (ii) the recording of the Mortgages and related instruments in the applicable real property records of Butler County, Pennsylvania and Crawford County, Pennsylvania, (iii) filings with the United States Patent and Trademark Office and the United States Copyright Office, to the extent applicable, and (iv) such other filings, registrations, and recordings as have been or will be duly made on or prior to the Closing Date.

(e) Financial Condition. All financial statements of the Borrower heretofore delivered to the Administrative Agent and the Lenders (including the Incremental Term Loan Lenders) pursuant to the Credit Agreement or in connection with this Amendment have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes) and present fairly in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods covered thereby. Since the date of the most recent financial statements delivered to the Administrative Agent, there has been no event, change, development, or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Borrower.

(f) Litigation. Except as disclosed in writing to the Administrative Agent prior to the date hereof, no litigation, action, claim, suit, proceeding, arbitration, or investigation is pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its subsidiaries before any court, arbitrator, or governmental authority that (i) would reasonably be expected to have a Material Adverse Effect or (ii) seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by this Amendment or the Acquisition Agreement.

(g) Compliance with Existing Credit Agreement. The Borrower is in compliance in all material respects with all terms, conditions, covenants, and provisions of the Existing Credit Agreement and each other Loan Document to which it is a party. No Default or Event of Default under the Credit Agreement has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the execution, delivery, and performance of this Amendment, the borrowing of the Incremental Term Loans, or the consummation of the Acquisition.

(h) Incremental Facility Compliance. The Incremental Term Loans and the Incremental Term Loan Commitments comply with all requirements, conditions, limitations, and restrictions set forth in the Incremental Facility Provisions (Section 2.14) of the Existing Credit Agreement, including, without limitation, any applicable leverage incurrence test (both on a pro forma basis after giving effect to the Incremental Term Loans and the Acquisition and at the time of commitment), pro forma financial covenant compliance requirements, limits on the aggregate amount of incremental facilities, and all other conditions to the establishment and funding of incremental term loan facilities set forth therein. The aggregate principal amount of the Incremental Term Loans, together with the aggregate principal amount of all other incremental facilities previously established under the Existing Credit Agreement (if any), does not exceed the maximum aggregate amount of incremental facilities permitted under Section 2.14 of the Existing Credit Agreement.

(i) Use of Proceeds. The proceeds of the Incremental Term Loans will be used by the Borrower solely for the purposes specified in Section 2.02 hereof. No part of the proceeds of the Incremental Term Loans will be used, directly or indirectly, for any purpose that would violate any applicable law or regulation, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System, or for the purpose of purchasing or carrying any "margin stock" (within the meaning of such regulations).

ARTICLE VI — REAFFIRMATION AND CONSENT

Section 6.01 — Reaffirmation of Loan Documents

The Borrower hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each other Loan Document to which it is a party, (b) ratifies and reaffirms each grant of a lien on, or security interest in, its properties and assets made pursuant to the Loan Documents (including, without limitation, the Security Agreement, the Mortgages, and any other Collateral Documents) as security for the Obligations under the Credit Agreement and the other Loan Documents, and (c) acknowledges and agrees that all references to the "Credit Agreement" in any Loan Document shall hereafter be deemed to refer to the Existing Credit Agreement as amended by this Amendment (and as may be further amended, restated, supplemented, or otherwise modified from time to time). The Borrower acknowledges that the Credit Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.

Section 6.02 — Reaffirmation of Security Interests

(a) The Borrower hereby confirms and agrees that the security interests and liens granted by the Borrower under the Security Agreement, the Mortgages, the Pledge Agreements, and all other Collateral Documents delivered in connection with the Credit Agreement continue in full force and effect, secure all Obligations under the Credit Agreement (including, without limitation, the Incremental Term Loans and all interest, fees, and other amounts payable in connection therewith), and are not released, impaired, reduced, or otherwise adversely affected by the execution, delivery, or performance of this Amendment or the transactions contemplated hereby.

(b) Without limiting the generality of the foregoing, the Collateral securing the Obligations (including the Incremental Term Loans) includes, without limitation: (i) all assets of the Borrower of every kind and nature, whether now owned or hereafter acquired, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and supporting obligations; (ii) the Acquired Assets (being the assets acquired from AVP pursuant to the Acquisition Agreement); (iii) the Butler property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001; (iv) the Meadville property located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335; and (v) all proceeds and products of the foregoing.

(c) To the extent not already covered by the existing Security Agreement and Collateral Documents, the Borrower agrees to execute and deliver such additional security agreements, mortgages, pledge agreements, and other Collateral Documents as the Administrative Agent may reasonably request to ensure that the Incremental Term Loans are secured by the same Collateral on the same terms and with the same priority as the existing Obligations under the Credit Agreement.

Section 6.03 — Guarantor Reaffirmation

Each Guarantor (being each subsidiary of the Borrower that has executed a Guaranty under the Existing Credit Agreement) hereby: (a) ratifies and reaffirms its guaranty of the Obligations (including, without limitation, the Incremental Term Loans) set forth in the Guaranty to which it is a party; (b) acknowledges and agrees that its guaranty extends to all Obligations as defined in the Credit Agreement as amended by this Amendment, including the Incremental Term Loans and all interest, fees, costs, expenses, and other amounts payable by the Borrower in connection therewith; (c) confirms that its guaranty remains in full force and effect and is not released, impaired, reduced, or otherwise adversely affected by the execution, delivery, or performance of this Amendment or the transactions contemplated hereby; and (d) acknowledges that its consent is not required for any future amendments, supplements, or modifications of the Credit Agreement. Each Guarantor further ratifies and reaffirms the grant of liens and security interests made by such Guarantor under the Collateral Documents to which it is a party as security for the Obligations, including the Incremental Term Loans.

Section 6.04 — Consent of Existing Lenders

Each Existing Lender signatory to this Amendment, constituting the Required Lenders under the Existing Credit Agreement, hereby consents to this Amendment and the establishment of the Incremental Term Loan facility on the terms and subject to the conditions set forth herein. Such consent is granted solely for the purposes of this Amendment and shall not be deemed to constitute a consent to, or waiver of, any other amendment, modification, supplement, waiver, or consent with respect to the Credit Agreement or any other Loan Document, whether on similar or different terms, nor shall it establish a course of dealing or be construed as an obligation to grant any future consent.

ARTICLE VII — MISCELLANEOUS

Section 7.01 — Governing Law

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHE

AMENDMENT NO. 3 TO CREDIT AGREEMENT
(Incremental Term Loan)
dated as of July 31, 2025
among
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, as Borrower,
PINNACLE NATIONAL BANK, N.A., a national banking association, as Administrative Agent,
THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO,
and
THE EXISTING LENDERS PARTY HERETO
________________________________________
with reference to
That certain Credit Agreement, dated as of November 15, 2021 (as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement," and as amended by this Amendment, the "Credit Agreement"), among Crestline Packaging Solutions LLC, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto.
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This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of July 31, 2025, is entered into by and among:
(1) CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company (the "Borrower");
(2) PINNACLE NATIONAL BANK, N.A., a national banking association, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent");
(3) Each lender listed on Schedule I hereto (each, an "Incremental Term Loan Lender" and, collectively, the "Incremental Term Loan Lenders"); and
(4) The Existing Lenders (as defined below) party hereto, constituting the Required Lenders under the Existing Credit Agreement.
RECITALS
A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Existing Lenders") are parties to that certain Credit Agreement, dated as of November 15, 2021 (as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), pursuant to which the Existing Lenders have made available to the Borrower certain revolving credit and term loan facilities on the terms and subject to the conditions set forth therein.
B. The Borrower has requested the establishment of an incremental term loan facility in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Incremental Term Loans") pursuant to Section 2.14 (the "Incremental Facility Provisions") of the Existing Credit Agreement, the proceeds of which will be used to finance a portion of the purchase price and related costs and expenses incurred in connection with the acquisition (the "Acquisition") by the Borrower of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), pursuant to that certain Asset Purchase Agreement, dated as of June 15, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Acquisition Agreement"), by and between the Borrower and AVP.
C. Each lender set forth on Schedule I hereto (each, an "Incremental Term Loan Lender" and, collectively, the "Incremental Term Loan Lenders") has agreed, subject to the terms and conditions set forth herein, to make Incremental Term Loans to the Borrower on the Closing Date in the aggregate principal amounts set forth opposite such Incremental Term Loan Lender's name on Schedule I hereto, with the aggregate Incremental Term Loan Commitments of all Incremental Term Loan Lenders equaling One Hundred Thirty Million Dollars ($130,000,000).
D. The Existing Lenders constituting the Required Lenders under the Existing Credit Agreement have consented to this Amendment and the establishment of the Incremental Term Loan facility on the terms set forth herein, to the extent such consent is required under the Incremental Facility Provisions of the Existing Credit Agreement.
E. The Borrower and the Administrative Agent have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein to, among other things, reflect the establishment of the Incremental Term Loan facility, the addition of the Incremental Term Loan Lenders as Lenders under the Credit Agreement, and the other modifications contemplated hereby.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Amendment, the following terms shall have the meanings set forth below:
"Acquisition" means the acquisition by the Borrower of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation, pursuant to and in accordance with the terms and conditions of the Acquisition Agreement.
"Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc., together with all exhibits, schedules, disclosure letters, and annexes thereto, as the same may be amended, supplemented, or otherwise modified from time to time; provided that no amendment, supplement, waiver, or other modification of the Acquisition Agreement that is materially adverse to the interests of the Lenders shall be effective without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).
"Amendment" means this Amendment No. 3 to Credit Agreement.
"Amendment Effective Date" has the meaning set forth in Section 4.01, and shall be the date on which all conditions precedent set forth in Article IV hereof have been satisfied or waived in accordance with the terms hereof.
"Closing Date" means the date on which the Incremental Term Loans are funded pursuant to Section 2.06 hereof, which date shall be the date of the closing of the Acquisition (currently estimated to be July 31, 2025), subject to the satisfaction or waiver of the conditions set forth in Article IV hereof.
"Commitment Expiration Date" means August 20, 2025.
"Credit Agreement" means the Existing Credit Agreement as amended by this Amendment, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Existing Credit Agreement" means that certain Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administrative Agent, and the lenders from time to time party thereto, as amended by Amendment No. 1, dated as of March 8, 2023, and Amendment No. 2, dated as of September 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof (but excluding this Amendment).
"Existing Lenders" means the lenders party to the Existing Credit Agreement immediately prior to the Amendment Effective Date.
"Incremental Term Loan Commitment" means, with respect to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make Incremental Term Loans to the Borrower on the Closing Date in the principal amount set forth opposite such Incremental Term Loan Lender's name on Schedule I hereto, as such amount may be reduced or terminated in accordance with the terms hereof. The aggregate amount of all Incremental Term Loan Commitments as of the date hereof is One Hundred Thirty Million Dollars ($130,000,000).
"Incremental Term Loan Lender" means each lender listed on Schedule I hereto, together with its successors and assigns that become party to the Credit Agreement.
"Incremental Term Loan Maturity Date" means November 15, 2028, which is the same date as the Term Loan Maturity Date under the Existing Credit Agreement.
"Incremental Term Loans" means the term loans in an aggregate original principal amount of One Hundred Thirty Million Dollars ($130,000,000) made by the Incremental Term Loan Lenders to the Borrower on the Closing Date pursuant to Section 2.01 hereof.
"Ticking Fee" has the meaning set forth in Section 2.05 hereof.
"Ticking Fee Commencement Date" means June 21, 2025, which is the date that is sixty (60) days after the date of that certain commitment letter, dated April 22, 2025 (Reference: PCL-2025-04-1187), issued by Pinnacle National Bank, N.A. in connection with the Incremental Term Loan facility.
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Existing Credit Agreement. The rules of construction and interpretation set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.
Section 1.02 — Interpretation
(a) The rules of construction and interpretation set forth in Article I of the Existing Credit Agreement shall apply to this Amendment as if fully set forth herein.
(b) References in this Amendment to any Article, Section, Schedule, or Exhibit are, unless otherwise specified, references to such Article, Section, Schedule, or Exhibit of or to this Amendment.
(c) References in this Amendment to "the date hereof" or "the date of this Amendment" refer to the date first written above.
(d) Section headings and the table of contents used herein are for convenience of reference only, are not part of this Amendment, and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
(e) Unless the context requires otherwise, (i) any reference to any agreement, instrument, or document shall include all annexes, exhibits, schedules, and amendments thereto, (ii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law, (iii) words importing the singular include the plural and vice versa, and (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
ARTICLE II — INCREMENTAL TERM LOAN FACILITY
Section 2.01 — Incremental Term Loan Commitments
(a) Subject to and upon the terms and conditions set forth in this Amendment (including the satisfaction or waiver of the conditions precedent set forth in Article IV hereof), each Incremental Term Loan Lender agrees, severally and not jointly, to make a single term loan (each such term loan, an "Incremental Term Loan") to the Borrower on the Closing Date in a principal amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth on Schedule I hereto. The aggregate principal amount of all Incremental Term Loan Commitments is One Hundred Thirty Million Dollars ($130,000,000).
(b) The Incremental Term Loans are not revolving in nature, and amounts repaid or prepaid in respect of the Incremental Term Loans may not be reborrowed.
(c) The Incremental Term Loan Commitment of each Incremental Term Loan Lender shall terminate upon the earliest to occur of: (i) the funding of the Incremental Term Loans on the Closing Date in the full amount of such Incremental Term Loan Lender's Incremental Term Loan Commitment; (ii) 5:00 p.m. New York City time on the Commitment Expiration Date (August 20, 2025), if the Closing Date has not occurred on or prior to such date; and (iii) the date on which the Acquisition Agreement is terminated in accordance with its terms. Upon any termination of the Incremental Term Loan Commitments pursuant to clause (ii) or clause (iii) of the preceding sentence, all Incremental Term Loan Commitments shall automatically and permanently terminate, and neither the Administrative Agent nor any Incremental Term Loan Lender shall have any further obligation to fund Incremental Term Loans hereunder.
(d) For the avoidance of doubt, if the Closing Date has not occurred on or prior to August 20, 2025, all Incremental Term Loan Commitments shall automatically and irrevocably terminate, without further action by any party, and neither the Administrative Agent nor any Incremental Term Loan Lender shall have any obligation to fund any Incremental Term Loans.
Section 2.02 — Use of Proceeds
The proceeds of the Incremental Term Loans shall be used by the Borrower solely for the following purposes:
(a) to finance a portion of the purchase price payable by the Borrower to AVP under the Acquisition Agreement, which aggregate purchase price is One Hundred Eighty Million Dollars ($180,000,000), with One Hundred Thirty Million Dollars ($130,000,000) to be funded from the proceeds of the Incremental Term Loans and Fifty Million Dollars ($50,000,000) to be funded from the equity contribution by Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership;
(b) to pay fees, costs, and expenses incurred in connection with the Acquisition, this Amendment, and the transactions contemplated hereby, including arrangement fees, legal fees, title insurance premiums, recording costs, and other customary transaction costs; and
(c) to the extent of any remaining proceeds, for general corporate purposes of the Borrower as permitted by the Credit Agreement.
In no event shall the proceeds of the Incremental Term Loans be used for any purpose not permitted by the Credit Agreement, including, without limitation, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.
Section 2.03 — Interest Rate
(a) Applicable Rate. Subject to the provisions of this Section 2.03, the Incremental Term Loans shall bear interest at a rate per annum equal to Term SOFR (as defined in the Existing Credit Agreement) for the applicable Interest Period plus 3.75% (375 basis points) per annum.
(b) Term SOFR Floor. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, in no event shall the Term SOFR rate applicable to any Interest Period for the Incremental Term Loans be deemed to be less than 0.50% (50 basis points) per annum. If Term SOFR as determined for any Interest Period is less than 0.50% per annum, then Term SOFR shall be deemed to be 0.50% per annum for purposes of calculating interest on the Incremental Term Loans for such Interest Period.
(c) Interest Periods. Interest Periods for the Incremental Term Loans shall be consistent with the Existing Credit Agreement and shall be periods of one (1), three (3), or six (6) months, as selected by the Borrower in accordance with the provisions of the Existing Credit Agreement, subject to the availability of such Interest Periods and the other limitations set forth in the Existing Credit Agreement.
(d) Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Incremental Term Loans shall bear interest at the rate otherwise applicable thereto plus an additional 2.00% (200 basis points) per annum (the "Default Rate"), as set forth in and in accordance with the terms of the Existing Credit Agreement.
(e) Interest Payment Dates. Interest on the Incremental Term Loans shall be payable in arrears on the same Interest Payment Dates and in the same manner as interest on the existing Term Loans under the Existing Credit Agreement, including on the last day of each applicable Interest Period (and, in the case of Interest Periods longer than three months, on each day that occurs every three months after the first day of such Interest Period).
(f) Computation. All interest on the Incremental Term Loans shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day of each Interest Period), in accordance with Section 2.07 of the Existing Credit Agreement.
Section 2.04 — Repayment and Amortization
(a) Scheduled Amortization. The Borrower shall repay the outstanding principal amount of the Incremental Term Loans in consecutive quarterly installments on the last Business Day of each fiscal quarter, commencing on the first full fiscal quarter end following the Closing Date (which is expected to be September 30, 2025), in each case in a principal amount equal to 1.25% of the original aggregate principal amount of the Incremental Term Loans funded on the Closing Date (i.e., $1,625,000 per quarter), representing aggregate annual amortization of 5.00% of the original principal amount.
(b) Final Maturity Payment. The entire unpaid principal amount of the Incremental Term Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Incremental Term Loan Maturity Date (November 15, 2028).
(c) Voluntary Prepayments. The Borrower may voluntarily prepay the Incremental Term Loans, in whole or in part, at any time and from time to time, in accordance with and subject to the terms, conditions, and notice requirements set forth in the Existing Credit Agreement applicable to voluntary prepayments of Term Loans, without premium or penalty (except as otherwise provided in the Existing Credit Agreement with respect to breakage costs and funding losses arising from prepayments on dates other than the last day of an Interest Period).
(d) Mandatory Prepayments. The Incremental Term Loans shall be subject to the mandatory prepayment provisions set forth in the Existing Credit Agreement applicable to Term Loans, including mandatory prepayments from excess cash flow, asset sales, casualty events, and incurrence of indebtedness not permitted under the Credit Agreement. All mandatory prepayments shall be applied to the Incremental Term Loans and the existing Term Loans on a pro rata basis (based on the outstanding principal amounts thereof), unless otherwise provided in the Existing Credit Agreement.
(e) Application. Voluntary and mandatory prepayments of the Incremental Term Loans shall be applied to the remaining scheduled amortization installments of the Incremental Term Loans in direct order of maturity (or in such other order as may be required by the Existing Credit Agreement). Each prepayment of principal shall be accompanied by payment of accrued and unpaid interest on the principal amount so prepaid through the date of prepayment.
Section 2.05 — Ticking Fee
(a) From and after June 21, 2025 (the "Ticking Fee Commencement Date," being the date that is sixty (60) days after the date of the commitment letter dated April 22, 2025, Reference: PCL-2025-04-1187), until the earlier of (x) the Closing Date and (y) the date of termination of the Incremental Term Loan Commitments (whether upon the Commitment Expiration Date, termination of the Acquisition Agreement, or otherwise), the Borrower shall pay to each Incremental Term Loan Lender a ticking fee (the "Ticking Fee") equal to 0.25% (25 basis points) per annum on the aggregate undrawn Incremental Term Loan Commitment of such Incremental Term Loan Lender.
(b) The Ticking Fee shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Closing Date or the date of termination of the Incremental Term Loan Commitments, as applicable, and shall be calculated on the basis of a 360-day year and actual days elapsed. The Ticking Fee shall accrue from and including the Ticking Fee Commencement Date to but excluding the date of payment.
(c) The Borrower's obligation to pay the Ticking Fee shall survive the termination of the Incremental Term Loan Commitments with respect to any Ticking Fee accrued and unpaid as of the date of such termination.
Section 2.06 — Funding Mechanics
(a) On the Closing Date, each Incremental Term Loan Lender shall fund its Incremental Term Loan Commitment by wire transfer of immediately available funds to the account designated by the Administrative Agent not later than 11:00 a.m. New York City time on the Closing Date, in the amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth on Schedule I hereto.
(b) Upon the Administrative Agent's confirmation that (i) all conditions precedent set forth in Article IV hereof have been satisfied (or waived by the Administrative Agent and/or the Required Lenders, as applicable) and (ii) the Administrative Agent has received the funds from each Incremental Term Loan Lender in the full amount of such lender's Incremental Term Loan Commitment, the Administrative Agent shall distribute the aggregate proceeds of the Incremental Term Loans to the Borrower (or, as directed by the Borrower in the Closing Funds Flow Memorandum, directly to the applicable recipients) in accordance with the Closing Funds Flow Memorandum delivered pursuant to Section 4.01(j) hereof.
(c) The flow of funds on the Closing Date shall be consistent with the Closing Funds Flow Memorandum, which shall set forth all sources and uses of funds, all wire transfer instructions, and the sequence and timing of all payments to be made on the Closing Date.
(d) In the event that any Incremental Term Loan Lender fails to fund its Incremental Term Loan Commitment on the Closing Date in accordance with this Section 2.06, the provisions of the Existing Credit Agreement governing defaulting lenders shall apply to such Incremental Term Loan Lender, mutatis mutandis.
Section 2.07 — Treatment as Term Loans
(a) From and after the Closing Date, the Incremental Term Loans shall constitute "Term Loans" and "Obligations" under and as defined in the Credit Agreement for all purposes thereof, including for purposes of voting, mandatory prepayments, pro rata sharing, and all other provisions of the Credit Agreement.
(b) From and after the Closing Date, each Incremental Term Loan Lender shall constitute a "Lender" and a "Term Lender" under and as defined in the Credit Agreement and shall be entitled to all the rights and benefits of, and subject to all the obligations of, a Lender and a Term Lender under the Credit Agreement and the other Loan Documents.
(c) The Incremental Term Loans shall be secured by the same Collateral, and guaranteed by the same Guarantors, as the existing Term Loans and Revolving Loans under the Credit Agreement, on a pari passu basis with such existing Term Loans and Revolving Loans, and the Administrative Agent shall hold the Collateral and the benefit of the guaranties for the benefit of all Lenders (including the Incremental Term Loan Lenders) in accordance with the terms of the Credit Agreement and the other Loan Documents.
(d) Without limiting the generality of the foregoing, the Incremental Term Loans shall (i) rank pari passu in right of payment and security with all existing and future Term Loans and Revolving Loans under the Credit Agreement, (ii) be entitled to the benefit of all representations, warranties, covenants, and events of default set forth in the Credit Agreement, and (iii) be subject to the same mandatory prepayment provisions, pro rata sharing provisions, and other terms applicable to Term Loans under the Credit Agreement, except as otherwise expressly provided in this Amendment.
ARTICLE III — AMENDMENTS TO EXISTING CREDIT AGREEMENT
Section 3.01 — Amendments to Definitions
Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:
(a) The definition of "Term Loans" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following language at the end thereof:
", and shall include the Incremental Term Loans in an aggregate original principal amount of $130,000,000 made by the Incremental Term Loan Lenders pursuant to Amendment No. 3 to Credit Agreement, dated as of July 31, 2025."
(b) The definition of "Term Loan Commitment" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following language at the end thereof:
", and shall include the Incremental Term Loan Commitments of each Incremental Term Loan Lender as set forth on Schedule I to Amendment No. 3."
(c) The definition of "Lenders" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended to include the Incremental Term Loan Lenders as "Lenders" under the Credit Agreement from and after the Amendment Effective Date.
(d) The following new defined term is hereby added to Section 1.01 of the Existing Credit Agreement in appropriate alphabetical order:
"Incremental Term Loans" means the term loans in an aggregate original principal amount of $130,000,000 made by the Incremental Term Loan Lenders to the Borrower on the Closing Date (as defined in Amendment No. 3) pursuant to Amendment No. 3 to Credit Agreement, dated as of July 31, 2025, among the Borrower, the Administrative Agent, the Incremental Term Loan Lenders, and the Existing Lenders party thereto."
(e) Such additional conforming amendments to the definitions and other provisions of the Existing Credit Agreement as are necessary to give effect to the establishment of the Incremental Term Loan facility and the incurrence of the Incremental Term Loans are hereby deemed to be made, including, without limitation, any amendments to provisions relating to pro rata sharing, mandatory prepayments, voting, amortization schedules, and financial covenant calculations to the extent required to reflect the Incremental Term Loans as Term Loans under the Credit Agreement.
Section 3.02 — Amendment to Schedules
The Commitment Schedule (Schedule 2.01) of the Existing Credit Agreement is hereby amended to include the Incremental Term Loan Commitment of each Incremental Term Loan Lender as set forth on Schedule I to this Amendment, and, from and after the Closing Date, to reflect the outstanding principal amount of the Incremental Term Loans of each Incremental Term Loan Lender. Schedule I to this Amendment shall be deemed to supplement and form a part of Schedule 2.01 to the Credit Agreement.
Section 3.03 — No Other Amendments
(a) Except as expressly set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Existing Credit Agreement and each other Loan Document shall remain in full force and effect and are hereby ratified and confirmed in all respects. On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in any other Loan Document to the "Credit Agreement," shall be deemed to be a reference to the Existing Credit Agreement as amended by this Amendment.
(b) Nothing in this Amendment shall be deemed to constitute a waiver of, or consent to any departure from, any term, condition, or provision of the Existing Credit Agreement or any other Loan Document, except as expressly set forth herein. This Amendment is not intended to, and shall not, establish a course of dealing or otherwise obligate the Administrative Agent or any Lender to agree to any future amendment, waiver, consent, or modification of the Credit Agreement or any other Loan Document, whether on similar or different terms.
ARTICLE IV — CONDITIONS PRECEDENT TO EFFECTIVENESS AND FUNDING
Section 4.01 — Conditions Precedent
The obligations of the Incremental Term Loan Lenders to fund the Incremental Term Loans on the Closing Date, and the effectiveness of this Amendment (the date on which all such conditions are satisfied or waived, the "Amendment Effective Date"), are subject to the prior satisfaction (or waiver by the Administrative Agent and the Required Lenders, as applicable) of each of the following conditions precedent:
(a) Execution and Delivery of Amendment. This Amendment shall have been duly executed and delivered by the Borrower, the Administrative Agent, each Incremental Term Loan Lender, and each Existing Lender whose consent is required under the Incremental Facility Provisions of the Existing Credit Agreement or whose signature is otherwise required hereunder. The Administrative Agent shall have received originally executed (or electronic) counterparts of this Amendment from each such party.
(b) Acquisition Agreement. The Administrative Agent shall have received a true, correct, and complete copy of the Acquisition Agreement (that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc.), together with all exhibits, schedules, disclosure letters, side letters, and amendments thereto. The Acquisition shall be consummated substantially simultaneously with the funding of the Incremental Term Loans on the Closing Date in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any amendment, waiver, consent, or other modification thereof that is materially adverse to the interests of the Lenders, unless such amendment, waiver, consent, or modification has been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed). For the avoidance of doubt, any reduction in the aggregate purchase price payable under the Acquisition Agreement shall not be deemed to be materially adverse to the Lenders.
(c) Equity Contribution. The Borrower shall have received the equity contribution from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, in an amount not less than Fifty Million Dollars ($50,000,000) in cash, and evidence thereof reasonably satisfactory to the Administrative Agent (including a copy of the applicable wire transfer confirmation or account statement) shall have been delivered to the Administrative Agent. Such equity contribution shall have been made in the form of common equity or other equity interests in the Borrower that are not mandatorily redeemable and do not require the payment of cash dividends.
(d) Representations and Warranties. The representations and warranties of the Borrower set forth in Article V of the Existing Credit Agreement and in Article V of this Amendment shall be 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 Amendment Effective Date and the Closing Date, in each case as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date. In addition, the Specified Acquisition Agreement Representations (as defined in the commitment letter dated April 22, 2025) shall be true and correct in all material respects as of the Closing Date, but only to the extent that the Borrower (or its applicable affiliate) has the right to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.
(e) No Default. No Default or Event of Default under the Credit Agreement shall have occurred and be continuing as of the Amendment Effective Date or the Closing Date, or would result from (i) the borrowing of the Incremental Term Loans, (ii) the consummation of the Acquisition, (iii) the application of the proceeds of the Incremental Term Loans as contemplated by Section 2.02 hereof, or (iv) any of the other transactions contemplated by this Amendment.
(f) Legal Opinion. The Administrative Agent shall have received a favorable written legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressed to the Administrative Agent and each of the Incremental Term Loan Lenders, dated as of the Closing Date and substantially in the form agreed upon by the Administrative Agent and the Borrower, covering, among other things: (i) due organization, valid existence, and good standing of Crestline Packaging Solutions LLC under the laws of the State of Ohio; (ii) due authority and authorization of the Borrower to execute, deliver, and perform this Amendment and the other Loan Documents delivered in connection herewith; (iii) enforceability of this Amendment and such other Loan Documents against the Borrower in accordance with their terms (subject to customary qualifications and assumptions); (iv) no conflict with or violation of the Borrower's Certificate of Formation or Operating Agreement; and (v) no consent, approval, or authorization of, or filing with, any governmental authority required in connection with the transactions contemplated hereby, except for filings that have been made or will be made. Such opinion shall contain such other customary matters and be subject to such customary assumptions, qualifications, and exceptions as are reasonably acceptable to the Administrative Agent.
(g) Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, in substantially the form attached hereto as Exhibit A, certifying that: (i) the representations and warranties of the Borrower set forth in Article V of the Existing Credit Agreement and in Article V of this Amendment are true and correct in all material respects (or in all respects, as applicable) as of the Closing Date (or, to the extent any such representation or warranty relates to an earlier date, as of such earlier date); (ii) no Default or Event of Default has occurred and is continuing, or would result from the borrowing of the Incremental Term Loans or the consummation of the Acquisition; and (iii) all conditions precedent to the funding of the Incremental Term Loans set forth in this Article IV have been satisfied (or waived). Such certificate shall be accompanied by copies of the resolutions of the members and/or managers of the Borrower (or a written consent in lieu thereof) duly authorizing the execution, delivery, and performance by the Borrower of this Amendment and the borrowing of the Incremental Term Loans, certified as true and correct by such Responsible Officer.
(h) Secretary's / Manager's Certificate. The Administrative Agent shall have received a certificate of the Secretary or an authorized manager of the Borrower, dated as of the Closing Date, certifying (i) the names, titles, and true signatures of the officers or managers of the Borrower authorized to sign this Amendment and each of the other Loan Documents delivered in connection herewith, and (ii) attaching certified copies of (A) the Certificate of Formation of the Borrower as filed with the Ohio Secretary of State (Ohio SOS Filing No. 4287653; EIN 84-3291047), (B) the Operating Agreement of the Borrower (or the relevant amendments thereto), and (C) resolutions of the members and/or managers of the Borrower authorizing the transactions contemplated by this Amendment. The Administrative Agent shall have received evidence satisfactory to it that the Borrower is in good standing in the State of Ohio and is duly qualified to transact business in each other jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.
(i) Perfection Certificate and Lien Matters. The Administrative Agent shall have received:
(i) a perfection certificate substantially in the form required by the Existing Credit Agreement (or an update to the existing perfection certificate), updated to reflect the assets to be acquired from AVP pursuant to the Acquisition Agreement (the "Acquired Assets"), including all personal property, equipment, inventory, intellectual property, and real property of AVP being acquired by the Borrower;
(ii) duly executed UCC-1 financing statements (and any necessary amendments to existing UCC-1 financing statements) naming the Borrower as debtor and the Administrative Agent as secured party, in proper form for filing in all applicable jurisdictions, covering the Acquired Assets and all other assets of the Borrower constituting Collateral under the Credit Agreement;
(iii) with respect to the Butler property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 (a manufacturing and warehousing facility consisting of approximately 285,000 square feet situated on approximately 22.5 acres) and the Meadville property located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335 (a packaging and distribution facility consisting of approximately 110,000 square feet situated on approximately 8.2 acres):
(A) duly executed and acknowledged Mortgages, deeds of trust, or other real property security instruments in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, encumbering the Butler property and the Meadville property as security for the Obligations under the Credit Agreement;
(B) ALTA extended lender's title insurance commitments (or, at the option of the Administrative Agent, title insurance policies) from Sentinel Title Insurance Corporation in amounts and with endorsements reasonably satisfactory to the Administrative Agent, insuring the Mortgages as valid first-priority liens on the Butler property and the Meadville property, subject only to Permitted Liens;
(C) current ALTA/NSPS surveys of the Butler property and the Meadville property, prepared by a licensed surveyor and certified to the Administrative Agent and Sentinel Title Insurance Corporation, in form and substance reasonably satisfactory to the Administrative Agent; and
(D) such other real property due diligence deliverables as may be reasonably required by the Administrative Agent, including environmental site assessments, flood zone determinations, and zoning compliance letters;
(iv) results of UCC, tax lien, judgment lien, and litigation searches in all applicable jurisdictions with respect to the Borrower and AVP, in form and substance reasonably satisfactory to the Administrative Agent; and
(v) evidence that all actions necessary or desirable to perfect the Administrative Agent's security interests in the Collateral (including the Acquired Assets) have been taken or will be taken substantially simultaneously with the Closing Date, including, without limitation, delivery of all certificated securities, executed stock powers, executed deposit account control agreements, and intellectual property security agreement filings.
(j) Closing Funds Flow Memorandum. The Administrative Agent shall have received the Closing Funds Flow Memorandum, in form and substance satisfactory to the Administrative Agent, setting forth in reasonable detail all sources and uses of funds on the Closing Date, including, without limitation:
(i) the $130,000,000 in proceeds of the Incremental Term Loans;
(ii) the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP;
(iii) the aggregate purchase price of $180,000,000 payable to AVP (or as directed by AVP);
(iv) the $9,000,000 escrow deposit to be held by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the terms of the Acquisition Agreement;
(v) the payoff of AVP's existing indebtedness of approximately $14,200,000 outstanding under its revolving credit facility with Merchants & Traders Bank, together with a payoff letter and UCC-3 termination statements from Merchants & Traders Bank in form and substance satisfactory to the Administrative Agent;
(vi) all fees, costs, and expenses payable on the Closing Date (including arrangement fees, upfront fees, legal fees, and other transaction costs); and
(vii) wire transfer instructions for each recipient of funds on the Closing Date.
(k) Financial Statements. The Administrative Agent shall have received:
(i) audited financial statements of Allegheny Valley Packaging, Inc. for the three most recently completed fiscal years, audited by Pendleton & Sawyer CPAs LLP, consisting of balance sheets, statements of operations, statements of members' equity (or stockholders' equity), and statements of cash flows, together with the unqualified opinions of such auditors thereon; and
(ii) unaudited interim financial statements of Allegheny Valley Packaging, Inc. for each fiscal quarter (and the applicable year-to-date period) ended after the end of the most recently completed fiscal year for which audited financial statements have been delivered and at least forty-five (45) days prior to the Closing Date, consisting of balance sheets and statements of operations, in each case certified by a Responsible Officer of AVP as presenting fairly in all material respects the financial condition and results of operations of AVP as of the dates and for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.
(l) Insurance. The Administrative Agent shall have received evidence of insurance coverage for the Acquired Assets and properties (including the Butler property and the Meadville property) in such amounts, with such deductibles, and covering such risks as are required by the Credit Agreement, together with endorsements naming the Administrative Agent as lender's loss payee (with respect to property and casualty insurance) and additional insured (with respect to liability insurance), all in form and substance reasonably satisfactory to the Administrative Agent.
(m) Fees and Expenses. The Borrower shall have paid (or made arrangements satisfactory to the Administrative Agent for the payment of) all fees, costs, and expenses required to be paid on or before the Closing Date pursuant to this Amendment, the commitment letter dated April 22, 2025, or any fee letter executed in connection therewith, including, without limitation:
(i) the arrangement fee payable to the Administrative Agent;
(ii) any upfront fees or commitment fees payable to the Incremental Term Loan Lenders;
(iii) accrued and unpaid Ticking Fees; and
(iv) reasonable and documented out-of-pocket fees, costs, disbursements, and expenses of Whitford Chase & Associates LLP, counsel to the Administrative Agent, and of any other advisors engaged by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby.
(n) Solvency Certificate. The Administrative Agent shall have received a solvency certificate from Priya Mehta, Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving pro forma effect to the Acquisition, the equity contribution, the incurrence of the Incremental Term Loans, the payment of all fees and expenses in connection therewith, and the other transactions contemplated by this Amendment: (i) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent, or otherwise; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent, or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent, or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in a business or a transaction, for which their property would constitute an unreasonably small capital.
(o) No Material Adverse Effect. Since the date of the Acquisition Agreement (June 15, 2025), no event, development, circumstance, change, effect, or condition shall have occurred that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement) on AVP and its business, assets, liabilities, condition (financial or otherwise), or results of operations taken as a whole.
(p) Pro Forma Compliance. The Borrower shall have delivered to the Administrative Agent a pro forma compliance certificate, prepared by the Borrower and certified by a Responsible Officer of the Borrower, demonstrating that, after giving pro forma effect to (i) the Acquisition (including the consolidation of AVP's assets and liabilities), (ii) the equity contribution of $50,000,000 from Ridgeway Capital Partners Fund III, LP, (iii) the incurrence of the Incremental Term Loans in the aggregate principal amount of $130,000,000, (iv) the repayment of AVP's existing indebtedness with Merchants & Traders Bank, and (v) all fees, costs, and expenses incurred in connection with the transactions contemplated hereby, the Borrower is in compliance with all financial covenants set forth in the Credit Agreement, including, without limitation, the maximum Total Leverage Ratio and the minimum Interest Coverage Ratio, in each case calculated on a pro forma basis for the most recently completed four fiscal quarter period for which financial statements are available, giving effect to the transactions described above as if they had occurred on the first day of such period (for income statement items) or on the last day of such period (for balance sheet items).
(q) Patriot Act / KYC. The Administrative Agent and each Incremental Term Loan Lender shall have received, at least three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by the applicable Incremental Term Loan Lender), all documentation and other information with respect to the Borrower and its beneficial owners required by the Incremental Term Loan Lenders under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56, 31 U.S.C. § 5318), the Bank Secrecy Act, and the beneficial ownership regulations issued by the Financial Crimes Enforcement Network (31 C.F.R. § 1010.230), including a completed Certification Regarding Beneficial Owners of Legal Entity Customers. The Administrative Agent shall have completed all required customer identification program procedures with respect to the Borrower to its reasonable satisfaction.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.01 — Representations and Warranties of the Borrower
The Borrower hereby represents and warrants to the Administrative Agent and each Incremental Term Loan Lender that, as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty is made as of such earlier date):
(a) Organization and Good Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653). The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Borrower is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect.
(b) Authorization; Enforceability. The execution, delivery, and performance by the Borrower of this Amendment and the other Loan Documents delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby (including the borrowing of the Incremental Term Loans), have been duly authorized by all necessary limited liability company action on the part of the Borrower, including the approval of its members and/or managers as required by the Operating Agreement of the Borrower. This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and other similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, fair dealing, and reasonableness.
(c) No Conflict. The execution, delivery, and performance by the Borrower of this Amendment and the other Loan Documents delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Certificate of Formation, Operating Agreement, or other organizational documents of the Borrower; (ii) violate any applicable law, rule, regulation, order, judgment, injunction, decree, or writ of any governmental authority binding on the Borrower or any of its properties or assets; (iii) conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, indenture, mortgage, deed of trust, or other instrument to which the Borrower is a party or by which the Borrower or any of its properties or assets may be bound; or (iv) result in the creation or imposition of any lien, charge, security interest, or encumbrance on any property or asset of the Borrower, other than the liens and security interests in favor of the Administrative Agent created under the Loan Documents.
(d) Governmental Approvals. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority (federal, state, local, or foreign) is required in connection with the execution, delivery, or performance by the Borrower of this Amendment or the other Loan Documents delivered in connection herewith, or the consummation of the transactions contemplated hereby and thereby, except for (i) filings and recordings of UCC financing statements and amendments with the appropriate filing offices, (ii) the recording of the Mortgages and related instruments in the applicable real property records of Butler County, Pennsylvania and Crawford County, Pennsylvania, (iii) filings with the United States Patent and Trademark Office and the United States Copyright Office, to the extent applicable, and (iv) such other filings, registrations, and recordings as have been or will be duly made on or prior to the Closing Date.
(e) Financial Condition. All financial statements of the Borrower heretofore delivered to the Administrative Agent and the Lenders (including the Incremental Term Loan Lenders) pursuant to the Credit Agreement or in connection with this Amendment have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes) and present fairly in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods covered thereby. Since the date of the most recent financial statements delivered to the Administrative Agent, there has been no event, change, development, or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Borrower.
(f) Litigation. Except as disclosed in writing to the Administrative Agent prior to the date hereof, no litigation, action, claim, suit, proceeding, arbitration, or investigation is pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its subsidiaries before any court, arbitrator, or governmental authority that (i) would reasonably be expected to have a Material Adverse Effect or (ii) seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by this Amendment or the Acquisition Agreement.
(g) Compliance with Existing Credit Agreement. The Borrower is in compliance in all material respects with all terms, conditions, covenants, and provisions of the Existing Credit Agreement and each other Loan Document to which it is a party. No Default or Event of Default under the Credit Agreement has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the execution, delivery, and performance of this Amendment, the borrowing of the Incremental Term Loans, or the consummation of the Acquisition.
(h) Incremental Facility Compliance. The Incremental Term Loans and the Incremental Term Loan Commitments comply with all requirements, conditions, limitations, and restrictions set forth in the Incremental Facility Provisions (Section 2.14) of the Existing Credit Agreement, including, without limitation, any applicable leverage incurrence test (both on a pro forma basis after giving effect to the Incremental Term Loans and the Acquisition and at the time of commitment), pro forma financial covenant compliance requirements, limits on the aggregate amount of incremental facilities, and all other conditions to the establishment and funding of incremental term loan facilities set forth therein. The aggregate principal amount of the Incremental Term Loans, together with the aggregate principal amount of all other incremental facilities previously established under the Existing Credit Agreement (if any), does not exceed the maximum aggregate amount of incremental facilities permitted under Section 2.14 of the Existing Credit Agreement.
(i) Use of Proceeds. The proceeds of the Incremental Term Loans will be used by the Borrower solely for the purposes specified in Section 2.02 hereof. No part of the proceeds of the Incremental Term Loans will be used, directly or indirectly, for any purpose that would violate any applicable law or regulation, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System, or for the purpose of purchasing or carrying any "margin stock" (within the meaning of such regulations).
ARTICLE VI — REAFFIRMATION AND CONSENT
Section 6.01 — Reaffirmation of Loan Documents
The Borrower hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each other Loan Document to which it is a party, (b) ratifies and reaffirms each grant of a lien on, or security interest in, its properties and assets made pursuant to the Loan Documents (including, without limitation, the Security Agreement, the Mortgages, and any other Collateral Documents) as security for the Obligations under the Credit Agreement and the other Loan Documents, and (c) acknowledges and agrees that all references to the "Credit Agreement" in any Loan Document shall hereafter be deemed to refer to the Existing Credit Agreement as amended by this Amendment (and as may be further amended, restated, supplemented, or otherwise modified from time to time). The Borrower acknowledges that the Credit Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.
Section 6.02 — Reaffirmation of Security Interests
(a) The Borrower hereby confirms and agrees that the security interests and liens granted by the Borrower under the Security Agreement, the Mortgages, the Pledge Agreements, and all other Collateral Documents delivered in connection with the Credit Agreement continue in full force and effect, secure all Obligations under the Credit Agreement (including, without limitation, the Incremental Term Loans and all interest, fees, and other amounts payable in connection therewith), and are not released, impaired, reduced, or otherwise adversely affected by the execution, delivery, or performance of this Amendment or the transactions contemplated hereby.
(b) Without limiting the generality of the foregoing, the Collateral securing the Obligations (including the Incremental Term Loans) includes, without limitation: (i) all assets of the Borrower of every kind and nature, whether now owned or hereafter acquired, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and supporting obligations; (ii) the Acquired Assets (being the assets acquired from AVP pursuant to the Acquisition Agreement); (iii) the Butler property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001; (iv) the Meadville property located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335; and (v) all proceeds and products of the foregoing.
(c) To the extent not already covered by the existing Security Agreement and Collateral Documents, the Borrower agrees to execute and deliver such additional security agreements, mortgages, pledge agreements, and other Collateral Documents as the Administrative Agent may reasonably request to ensure that the Incremental Term Loans are secured by the same Collateral on the same terms and with the same priority as the existing Obligations under the Credit Agreement.
Section 6.03 — Guarantor Reaffirmation
Each Guarantor (being each subsidiary of the Borrower that has executed a Guaranty under the Existing Credit Agreement) hereby: (a) ratifies and reaffirms its guaranty of the Obligations (including, without limitation, the Incremental Term Loans) set forth in the Guaranty to which it is a party; (b) acknowledges and agrees that its guaranty extends to all Obligations as defined in the Credit Agreement as amended by this Amendment, including the Incremental Term Loans and all interest, fees, costs, expenses, and other amounts payable by the Borrower in connection therewith; (c) confirms that its guaranty remains in full force and effect and is not released, impaired, reduced, or otherwise adversely affected by the execution, delivery, or performance of this Amendment or the transactions contemplated hereby; and (d) acknowledges that its consent is not required for any future amendments, supplements, or modifications of the Credit Agreement. Each Guarantor further ratifies and reaffirms the grant of liens and security interests made by such Guarantor under the Collateral Documents to which it is a party as security for the Obligations, including the Incremental Term Loans.
Section 6.04 — Consent of Existing Lenders
Each Existing Lender signatory to this Amendment, constituting the Required Lenders under the Existing Credit Agreement, hereby consents to this Amendment and the establishment of the Incremental Term Loan facility on the terms and subject to the conditions set forth herein. Such consent is granted solely for the purposes of this Amendment and shall not be deemed to constitute a consent to, or waiver of, any other amendment, modification, supplement, waiver, or consent with respect to the Credit Agreement or any other Loan Document, whether on similar or different terms, nor shall it establish a course of dealing or be construed as an obligation to grant any future consent.
ARTICLE VII — MISCELLANEOUS
Section 7.01 — Governing Law
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHE

AMENDMENT NO. 3 TO CREDIT AGREEMENT

THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO,

THE EXISTING LENDERS PARTY HERETO

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