PERFECTION CERTIFICATE
Delivered pursuant to Amendment No. 3 to Credit Agreement (Incremental Term Loan) dated as of July 31, 2025
Reference: Pinnacle Commitment Letter PCL-2025-04-1187
This Perfection Certificate (this "Certificate") is delivered pursuant to Amendment No. 3 (the "Incremental Term Loan Amendment") to that certain Credit Agreement, dated as of November 15, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of March 22, 2023, that certain Amendment No. 2 to Credit Agreement, dated as of September 8, 2024, and as further amended by the Incremental Term Loan Amendment, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or the "Company"), Pinnacle National Bank, N.A., as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent"), and the lenders from time to time party thereto (the "Lenders"), including the syndicate lenders Commonwealth Merchant Bank and Heartland Commercial Finance LLC.
This Certificate is delivered by the undersigned officer of the Borrower to the Administrative Agent and the Lenders in connection with the $130,000,000 incremental term loan facility established pursuant to the Incremental Term Loan Amendment.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Credit Agreement.
The undersigned officer of the Borrower hereby certifies to the Administrative Agent and the Lenders, as of the date hereof, as follows:
Prepared by: Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022 Matter No. 1006-00006
SECTION 1: EXACT LEGAL NAME OF THE BORROWER
The exact legal name of the Borrower, as such name appears on its Certificate of Formation filed with the Secretary of State of the State of Ohio, is:
Crestline Packaging Solutions LLC
The undersigned officer confirms that this is the exact legal name of the Borrower as it appears on the public record of the Office of the Secretary of State of the State of Ohio. The Borrower was formed as a limited liability company under the laws of the State of Ohio, and its original Certificate of Formation was filed with the Ohio Secretary of State on August 12, 2019.
The Ohio Secretary of State Filing Number assigned to the Borrower is: 4287653.
The Borrower has not changed its legal name at any time since its formation on August 12, 2019, except as set forth in Section 2 below.
For purposes of perfection of security interests under Article 9 of the Uniform Commercial Code, the name of the Borrower as set forth in this Section 1 is the name that should be used in all UCC financing statements filed against the Borrower. The undersigned officer confirms that this name is sufficient as the name of the debtor on a UCC financing statement filed in the State of Ohio such that a search of the filing office's records under the Borrower's name, using the standard search logic of the Ohio Secretary of State, would disclose such financing statement.
SECTION 2: PRIOR NAMES, TRADE NAMES, AND OTHER NAMES
2(a) Prior Legal Names
The Borrower has not had any prior legal names at any time during the five (5) year period preceding the date of this Certificate. The Borrower has been known as "Crestline Packaging Solutions LLC" since its formation on August 12, 2019, and has not filed any amendment to its Certificate of Formation changing its name.
The Borrower has not had any prior fictitious business name filings or "doing business as" (DBA) filings at any time during the five (5) year period preceding the date of this Certificate, except as set forth in Section 2(b) below.
2(b) Trade Names / Assumed Names / DBA
The Borrower currently conducts business under the following trade names, fictitious business names, or assumed names, in addition to its exact legal name:
The Borrower uses the trade name "Crestline Packaging" primarily in its commercial marketing materials, customer-facing communications, and certain supply agreements. The abbreviation "CPS" is used in informal commercial contexts and on certain packaging labels, shipping documentation, and purchase order forms. Both trade names refer solely to the Borrower and not to any other entity.
Transitional Name License — "Allegheny Valley Packaging, Inc.": The undersigned officer notes, for informational purposes only, that pursuant to Section 6.14 of that certain Asset Purchase Agreement, dated as of May 9, 2025 (the "Asset Purchase Agreement"), by and among the Borrower, as purchaser, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), as seller, the Borrower has been granted a limited, non-exclusive, royalty-free transitional license to use the name "Allegheny Valley Packaging, Inc." and the trade name "AVP" for a period of six (6) months following the Closing Date (as defined in the Asset Purchase Agreement), solely in connection with the transitional operation of the acquired AVP business and the orderly transition of customer and vendor relationships. This transitional license does not constitute a DBA or assumed business name filing of the Borrower, and the Borrower will not file any fictitious business name or assumed name registration under the name "Allegheny Valley Packaging, Inc." or "AVP." The transitional license will expire on or about January 31, 2026, or such earlier date as the Borrower completes the rebranding of the acquired AVP operations. This disclosure is made for informational purposes and completeness and does not affect the Borrower's legal name or any UCC filing requirements.
SECTION 3: ORGANIZATIONAL INFORMATION
3(a) Type of Organization
The Borrower is a limited liability company organized and existing under the laws of the State of Ohio, pursuant to the provisions of the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706.
3(b) Jurisdiction of Organization
The Borrower is organized under the laws of the State of Ohio. The Borrower's Certificate of Formation was filed with the Ohio Secretary of State on August 12, 2019, and the Borrower has been in continuous good standing since such date. The Borrower's operating agreement is dated as of August 12, 2019, as amended and restated on March 15, 2020, and as further amended on June 30, 2021 (the "Operating Agreement").
3(c) Organizational Identification Number
The Ohio Secretary of State filing number assigned to the Borrower is: 4287653.
This is the organizational identification number assigned by the Borrower's jurisdiction of organization. For purposes of UCC §9-503 and §9-516, this is the organizational identification number that should be included in any UCC financing statement filed against the Borrower.
3(d) Federal Employer Identification Number
The Borrower's Federal Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is: 84-3291047.
3(e) States of Foreign Qualification
The Borrower is qualified or registered to do business as a foreign limited liability company in the following jurisdictions:
The Borrower intends to file its application for a certificate of authority to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania on or prior to the Closing Date, in connection with the acquisition of the AVP assets located in Butler County and Crawford County, Pennsylvania. The Borrower's counsel, Calderwood & Harkness LLP, has prepared the foreign registration statement for filing with the Pennsylvania Department of State and expects the filing to be accepted on or about July 28, 2025.
The Borrower is not qualified or registered to do business as a foreign entity in any jurisdiction other than those listed in the table above. The Borrower does not conduct business in, and is not required to qualify in, any other state, territory, or jurisdiction.
SECTION 4: CHIEF EXECUTIVE OFFICE
The chief executive office (as such term is used in UCC §9-307) of the Borrower is located at:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 555-4200
This location serves as the principal place from which the Borrower manages and directs its business operations, and is the location where the Borrower's senior management, including its Chief Executive Officer, Chief Financial Officer, General Counsel, and Vice President of Operations, maintain their primary offices.
The Borrower confirms that the address set forth above has been the Borrower's chief executive office since the Borrower's formation on August 12, 2019. The Borrower has not changed the location of its chief executive office at any time during the five (5) year period preceding the date of this Certificate.
SECTION 5: REGISTERED AGENT FOR SERVICE OF PROCESS
The Borrower has appointed the following registered agents for service of process in its jurisdiction of organization and in each jurisdiction in which it is qualified to do business as a foreign entity:
The registered agent in the Commonwealth of Pennsylvania will be appointed concurrently with the filing of the Borrower's application for a certificate of authority as a foreign limited liability company, which is expected to be filed on or before the Closing Date. All registered agents listed above are professional registered agent service providers, and each appointment is current and in good standing.
SECTION 6: LOCATIONS OF COLLATERAL
6(a) Locations of Tangible Personal Property, Inventory, and Equipment
The Borrower owns or will own, as of the Closing Date, tangible personal property, inventory, equipment, raw materials, and furnishings located at the following facilities:
Existing Crestline Packaging Solutions LLC Facilities:
Acquired AVP Facilities (Post-Closing Collateral):
Warehouse and Third-Party Storage Locations:
Goods Held by Bailees, Warehousemen, or Consignees:
As of the date hereof, the following goods of the Borrower are in the possession of third-party bailees, warehousemen, or consignees:
(i) Finished goods inventory held at the Columbus Distribution Center by Midwest Logistics Partners LLC pursuant to a Warehouse Services Agreement dated January 15, 2022 (estimated value: approximately $2,800,000 as of the most recent inventory count dated June 30, 2025).
(ii) Finished goods inventory held at the Indianapolis Distribution Center by Heartland Warehousing, Inc. pursuant to a Warehouse Services Agreement dated April 1, 2022 (estimated value: approximately $1,950,000 as of the most recent inventory count dated June 30, 2025).
(iii) Corrugated packaging samples and prototyping materials in the possession of DesignPak Testing Laboratory, 1120 Research Drive, Pittsburgh, PA 15238, for testing and quality assurance purposes (estimated value: approximately $45,000).
(iv) The Borrower expects to assume, as of the Closing Date, approximately $1,200,000 of finished goods consignment inventory currently held by certain AVP customers, the details of which are set forth in the master consignment schedule attached to the Asset Purchase Agreement.
A complete list of all locations of inventory and equipment is set forth on Schedule G attached hereto.
6(b) Locations of Books and Records
The books, records, and accounts receivable records of the Borrower are maintained at the following locations:
Following the Closing Date, certain books and records relating to the acquired AVP operations will be transferred from AVP's former administrative offices at 300 Second Avenue, Butler, PA 16001, to the Borrower's chief executive office in Akron, Ohio. The Borrower expects this transfer to be completed within thirty (30) days after the Closing Date. Until such transfer is complete, certain historical books and records of the AVP business may remain at the Butler Plant at 250 Industrial Boulevard, Butler, PA 16001.
SECTION 7: REAL PROPERTY
7(a) Owned Real Property
The Borrower owns, or will own as of the Closing Date, the following real property:
The Butler Plant and Meadville Plant are being acquired from Allegheny Valley Packaging, Inc. pursuant to the Asset Purchase Agreement. Title to each such property will be conveyed to the Borrower by Special Warranty Deed at the closing under the Asset Purchase Agreement, which is expected to occur simultaneously with the Closing Date under the Incremental Term Loan Amendment. Title insurance commitments have been obtained from Dunmore Insurance (Commitment Nos. FA-PA-2025-071844 (Butler) and FA-PA-2025-071845 (Meadville)), and ALTA surveys have been completed for both properties.
Complete legal descriptions for all owned real properties are set forth on Schedule C attached hereto.
7(b) Leased Real Property
The Borrower leases the following real property:
The Butler Plant and Meadville Plant are not leased; both will be owned in fee simple by the Borrower following the closing under the Asset Purchase Agreement, as set forth in Section 7(a) above.
The Borrower has obtained or is in the process of obtaining landlord lien waivers and collateral access agreements from each landlord listed above, in form and substance satisfactory to the Administrative Agent.
A complete list of all leased real property is set forth on Schedule D attached hereto.
SECTION 8: UCC FILING JURISDICTIONS
8(a) Jurisdiction for Filing UCC-1 Financing Statements
The Borrower is a limited liability company organized under the laws of the State of Ohio. Pursuant to UCC §9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under UCC §9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, the proper jurisdiction for filing UCC-1 financing statements to perfect a security interest in the personal property and fixtures (other than as-extracted collateral, timber to be cut, or goods that are or are to become fixtures) of the Borrower is the State of Ohio.
UCC-1 financing statements should be filed with the Ohio Secretary of State, and should reference the Borrower's exact legal name as set forth in Section 1 of this Certificate — "Crestline Packaging Solutions LLC" — and the Borrower's organizational identification number, Filing No. 4287653.
The Borrower's counsel recommends that the following UCC-1 financing statement be filed in connection with the Incremental Term Loan Amendment:
Debtor: Crestline Packaging Solutions LLC Debtor Address: 4100 Commerce Parkway, Suite 800, Akron, OH 44308 Debtor Organization ID: 4287653 (Ohio) Secured Party: Pinnacle National Bank, N.A., as Administrative Agent Secured Party Address: 1200 Euclid Avenue, Cleveland, OH 44115 Collateral Description: All assets of the Debtor, including but not limited to accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, money, and supporting obligations, and all proceeds and products thereof.
8(b) Fixture Filings
For collateral constituting fixtures, fixture filings (UCC financing statements covering fixtures, filed in the real property records pursuant to UCC §9-502(b)) should be made in the following offices:
Fixture filings for the Butler Plant and Meadville Plant will be filed simultaneously with or promptly following the Closing Date.
8(c) Existing UCC Filings Against the Borrower
The following UCC financing statements are currently on file against the Borrower:
The UCC financing statements filed in favor of Great Lakes Equipment Leasing Corp. relate to specific pieces of equipment financed under master equipment lease agreements, and constitute Permitted Liens under Section 7.01(d) of the Credit Agreement. The Borrower does not intend to terminate or amend these filings in connection with the Incremental Term Loan Amendment.
No amendments to the existing UCC filings in favor of Pinnacle National Bank, N.A. are required in connection with the Incremental Term Loan Amendment, as the existing blanket lien financing statements cover all assets of the Borrower, including after-acquired property, and the Incremental Term Loan Amendment constitutes additional Obligations secured by the existing Collateral under the Security Agreement.
A complete list of all existing UCC financing statements filed against the Borrower is set forth on Schedule A attached hereto.
SECTION 9: DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
9(a) Deposit Accounts
The Borrower maintains the following deposit accounts:
Deposit account control agreements have been executed and delivered to the Administrative Agent with respect to each of the accounts listed above. The existing deposit account control agreements cover after-acquired deposit accounts and will extend to any new accounts opened by the Borrower.
The Borrower expects to establish the following new deposit account(s) on or promptly following the Closing Date in connection with the acquired AVP operations:
(i) Crestline Packaging Solutions LLC — Operating (Pennsylvania) — to be opened at Tarrant Savings Bank, One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222, for the purpose of managing accounts payable and operational disbursements for the Butler Plant and Meadville Plant. A deposit account control agreement for this account will be executed and delivered to the Administrative Agent within thirty (30) days after the Closing Date, in accordance with the post-closing requirements set forth in the Incremental Term Loan Amendment.
A complete list of all deposit accounts, including account numbers, is set forth on Schedule B attached hereto.
9(b) Securities Accounts and Commodity Accounts
The Borrower does not maintain any securities accounts or commodity accounts as of the date hereof. None.
SECTION 10: INTELLECTUAL PROPERTY
10(a) Patents and Patent Applications
The Borrower owns, or will own as of the Closing Date (following assignment from AVP pursuant to the intellectual Property Assignment Agreement), the following patents and patent applications:
All patents and patent applications being acquired from AVP will be assigned to the Borrower pursuant to that certain intellectual Property Assignment Agreement, dated as of the Closing Date, between AVP, as assignor, and the Borrower, as assignee. Assignments will be recorded with the United States Patent and Trademark Office within thirty (30) days following the Closing Date.
10(b) Trademarks and Trademark Applications
The Borrower owns, or will own as of the Closing Date (following assignment from AVP pursuant to the intellectual Property Assignment Agreement), the following trademarks and service marks:
Note regarding "Allegheny Valley Packaging, Inc." name: The corporate name "Allegheny Valley Packaging, Inc." and the trade name "AVP" are not being acquired by the Borrower. These names remain the property of Allegheny Valley Packaging, Inc. (or its shareholders) and are subject only to the six (6) month transitional license described in Section 2(b) above. No trademark assignments for these names will be recorded in favor of the Borrower.
10(c) Copyrights and Copyright Applications
The Borrower does not own any registered copyrights as of the date hereof, and AVP does not own any registered copyrights being assigned to the Borrower. None.
The Borrower claims common-law copyright protection in certain marketing materials, packaging design templates, and proprietary software code developed for its internal ERP system customizations, but no registrations have been filed with the United States Copyright Office.
10(d) Domain Names
The Borrower owns the following internet domain names:
The domain names "toughguardpackaging.com" and "ecoflexpack.com" will be transferred to the Borrower's Severin Health IT.com account on or promptly following the Closing Date, pursuant to the intellectual Property Assignment Agreement.
A complete list of all intellectual property is set forth on Schedule E attached hereto.
SECTION 11: COMMERCIAL TORT CLAIMS
The Borrower is a plaintiff or claimant in the following pending commercial tort claims:
No other commercial tort claims are pending as of the date hereof. The Borrower will promptly notify the Administrative Agent of any commercial tort claim commenced after the date of this Certificate in accordance with the requirements of the Security Agreement.
A complete list of commercial tort claims (if any) is set forth on Schedule I attached hereto.
SECTION 12: LETTER-OF-CREDIT RIGHTS
The Borrower does not hold any letter-of-credit rights as of the date hereof. None.
For the avoidance of doubt, the Borrower is an applicant under one standby letter of credit issued by Pinnacle National Bank, N.A. in the principal amount of $750,000 for the benefit of Riverview Industrial Properties LLC (landlord of the Wovington Plant), which letter of credit was issued under the revolving credit facility of the Existing Credit Agreement. The Borrower does not, however, have any "letter-of-credit rights" (as defined in UCC §9-102(a)(51)) as a beneficiary or nominated person under any letter of credit.
SECTION 13: CHATTEL PAPER
The Borrower does not hold any tangible chattel paper or electronic chattel paper as of the date hereof. None.
SECTION 14: PROMISSORY NOTES AND INSTRUMENTS
The Borrower does not hold any promissory notes or other instruments as of the date hereof, other than the following:
The original promissory note described above is held at the Borrower's chief executive office in Akron, Ohio. The Borrower will deliver the original note to the Administrative Agent or its designee upon request, in accordance with the requirements of the Security Agreement.
SECTION 15: EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
The Borrower owns the following equity interests in subsidiaries and affiliates:
Crestline Transport LLC (Ohio Secretary of State Filing No. 4501288; EIN: 84-5127843) is a wholly owned subsidiary of the Borrower that operates a fleet of delivery trucks and provides in-house logistics services to the Borrower's manufacturing plants. Crestline Transport LLC is a Guarantor under the Credit Agreement and has granted a security interest in substantially all of its assets to the Administrative Agent pursuant to the Guaranty and Security Agreement dated November 15, 2021.
CPS Design Services LLC (Ohio Secretary of State Filing No. 4623917; EIN: 85-1094726) is a wholly owned subsidiary of the Borrower that provides structural packaging design, engineering, and CAD services to the Borrower and to third-party customers. CPS Design Services LLC is a Guarantor under the Credit Agreement and has granted a security interest in substantially all of its assets to the Administrative Agent pursuant to the Guaranty and Security Agreement dated November 15, 2021.
All equity interests in the above subsidiaries are uncertificated. Appropriate control agreements or equity pledge supplements have been executed and delivered to the Administrative Agent.
Parent / Equity Sponsor of the Borrower: The Borrower's sole member is Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (general partner: Ridgeway Capital GP III LLC, a Delaware limited liability company), with principal offices at 277 Park Avenue, 38th Floor, New York, NY 10172; EIN: 83-2107594. Ridgeway Capital Partners Fund III, LP owns 100% of the membership interests in the Borrower.
A complete list of equity interests in subsidiaries is set forth on Schedule F attached hereto.
SECTION 16: VEHICLES
The Borrower and its wholly owned subsidiary, Crestline Transport LLC, own various titled motor vehicles used in connection with the Borrower's packaging manufacturing and distribution operations, including delivery trucks, flatbed trailers, and certain titled forklifts. A complete list of titled vehicles, including vehicle identification numbers (VINs), title states, and current registration status, is set forth on Schedule H attached hereto.
As of the date of this Certificate, the Borrower directly owns three (3) titled vehicles (two pickup trucks used by plant managers and one box truck), and Crestline Transport LLC owns twenty-seven (27) titled vehicles (including fourteen Class 6 and Class 7 delivery trucks, five flatbed trailers, six pickup trucks, and two titled rough-terrain forklifts). Certificates of title for all vehicles owned by the Borrower and Crestline Transport LLC will be delivered to the Administrative Agent or its designee, or appropriate lien notations will be made on such certificates of title, in accordance with the Security Agreement and applicable state titling requirements.
See Schedule H attached hereto for complete vehicle information.
SECTION 17: SURETY BONDS, GUARANTEES, AND LETTERS OF CREDIT ISSUED
The Borrower has the following surety bonds outstanding as of the date hereof:
No other surety bonds, guarantees, or letters of credit have been issued by or on behalf of the Borrower as of the date hereof, except as disclosed in Section 12 above (standby letter of credit in the amount of $750,000 issued by Pinnacle National Bank, N.A. for the benefit of Riverview Industrial Properties LLC under the revolving credit facility).
SECTION 18: MATERIAL AGREEMENTS RESTRICTING GRANT OF SECURITY INTEREST
The undersigned officer has reviewed the material agreements to which the Borrower is a party, including the approximately forty-seven (47) material contracts being assumed from AVP pursuant to the Asset Purchase Agreement, and hereby discloses the following agreements that contain provisions that restrict, prohibit, or otherwise limit the Borrower's ability to grant a security interest in any of its assets:
(a) Collective Bargaining Agreement with International Paperworkers Union Local 814, effective April 1, 2024, and expiring March 31, 2027. This agreement covers approximately 185 hourly production and maintenance employees at the Butler Plant and Meadville Plant. Section 24.3 of the collective bargaining agreement contains a successorship clause requiring the Borrower (as successor employer) to recognize the union and honor the terms of the agreement, and Section 24.5 contains a general anti-assignment provision that purports to restrict assignment of the agreement (or any rights or obligations thereunder) without the prior written consent of the union. The Borrower's counsel notes that UCC §9-406 and §9-408 may override certain contractual restrictions on assignment of the proceeds of such agreement, but this provision is disclosed for completeness.
(b) Containerboard Supply Agreement with Consolidated Linerboard Corp., dated February 15, 2019 (as amended), which is being assumed by the Borrower from AVP pursuant to the Asset Purchase Agreement. Section 18.2 of this agreement contains an anti-assignment clause that purports to restrict assignment of the agreement (or any interest therein) without the prior written consent of Consolidated Linerboard Corp. The Borrower is in the process of obtaining a consent and waiver from Consolidated Linerboard Corp. in connection with the assignment of this agreement to the Borrower, and the Borrower's counsel expects such consent to be received prior to the Closing Date. The Borrower's counsel notes that UCC §9-406 and §9-408 may override certain contractual restrictions on the assignment of rights to payment arising under this agreement.
(c) Software License Agreement with Sundial Corporation, dated January 8, 2021. Section 12.1 of this agreement contains a standard anti-assignment clause that restricts assignment of the license without the prior written consent of Sundial Corporation. This provision may restrict the Borrower's ability to grant a security interest in the licensed Hollowell & Co. software, although the Borrower's rights to use the software and the related license keys constitute general intangibles that may be subject to the security interest granted under the Security Agreement to the extent permitted by applicable law, including UCC §9-408.
(d) Lease Agreement with Riverview Industrial Properties LLC (Wovington Plant), dated December 15, 2019. Section 22.1 of this lease contains an anti-assignment clause that restricts the Borrower from assigning its leasehold interest or subletting the premises without the prior written consent of the landlord. The Administrative Agent has obtained a landlord lien waiver and collateral access agreement from Riverview Industrial Properties LLC, which permits the Administrative Agent to access the collateral located at the leased premises, but the leasehold interest itself may be subject to the anti-assignment restriction.
Other than as set forth above, the Borrower is not a party to any agreement that restricts or prohibits the Borrower from granting a security interest in any of its assets. The Borrower's counsel has reviewed the remaining material contracts being assumed from AVP and has confirmed that none of the other approximately forty-three (43) assumed contracts contain anti-assignment or change-of-control provisions that would restrict the grant of a security interest in the Borrower's rights thereunder.
CERTIFICATION
The undersigned officer of Crestline Packaging Solutions LLC hereby certifies to Pinnacle National Bank, N.A., as Administrative Agent, and to each of the Lenders under the Credit Agreement (including Commonwealth Merchant Bank and Heartland Commercial Finance LLC), that:
(a) the information set forth in this Perfection Certificate is true, correct, and complete in all material respects as of the date hereof;
(b) no information has been omitted from this Perfection Certificate that, if included, would cause the information set forth herein to be misleading in any material respect;
(c) this Perfection Certificate is delivered pursuant to Section 4.01(m) of the Credit Agreement (as amended by the Incremental Term Loan Amendment) and in satisfaction of the conditions precedent to the effectiveness of the Incremental Term Loan Amendment;
(d) the undersigned officer has made due inquiry and investigation of the matters addressed in this Perfection Certificate and has consulted with the Borrower's counsel, Calderwood & Harkness LLP, in the preparation of this Certificate; and
(e) the Administrative Agent and the Lenders are entitled to rely on this Perfection Certificate in connection with the perfection and priority of the security interests granted under the Security Agreement and the other Loan Documents.
This Perfection Certificate is delivered to Pinnacle National Bank, N.A., as Administrative Agent, and each of the Lenders under the Credit Agreement, in connection with the $130,000,000 incremental term loan facility established pursuant to the Incremental Term Loan Amendment.
[Signature Page Follows]
[SIGNATURE PAGE TO PERFECTION CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Perfection Certificate as of the date first written above.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Priya Mehta
Title: Chief Financial Officer
Date: ________
Acknowledged and received by:
PINNACLE NATIONAL BANK, N.A. as Administrative Agent
By: ________
Name: Douglas R. Hennessy
Title: Senior Vice President
Date: ________
EXHIBITS AND SCHEDULES
The following Schedules are attached hereto and incorporated by reference into this Perfection Certificate:
Schedule A: Existing UCC Financing Statements — listing of all current UCC filings against the Borrower, including secured party, filing number, filing date, filing office, and collateral description for each filing.
Schedule B: Deposit Account Details — complete list of all deposit accounts maintained by the Borrower, including account holder name, bank name and address, account number, and account type.
Schedule C: Owned Real Property — legal descriptions and street addresses of all real property owned by the Borrower, including the Butler Plant and Meadville Plant being acquired from AVP.
Schedule D: Leased Real Property — list of all real property leased by the Borrower, including landlord name, lease commencement and expiration dates, monthly rent, and address.
Schedule E: intellectual Property — complete listing of all patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and domain names owned by the Borrower.
Schedule F: Equity Interests in Subsidiaries — entity detail for all subsidiaries in which the Borrower holds equity interests, including entity name, jurisdiction, type, percentage ownership, and certificated/uncertificated status.
Schedule G: Locations of Inventory and Equipment — all warehouse, manufacturing facility, third-party storage, and bailee locations at which tangible personal property, inventory, or equipment of the Borrower is located.
Schedule H: Vehicles — titled vehicles owned by the Borrower and its subsidiaries, including VIN, make, model, year, title state, and lien notations (if any).
Schedule I: Commercial Tort Claims — pending commercial tort claims in which the Borrower is a plaintiff or claimant, including case name, court, case number, and brief description.
This Perfection Certificate, together with the attached Schedules, constitutes Exhibit M to the Incremental Term Loan Amendment. This document has been prepared by Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022 (Matter No. 1006-00006), as counsel to the Borrower. Questions concerning this Certificate should be directed to Jonathan M. Kessler, Esq. (jkessler@calderwoodharkness.com) or Rebecca A. Cho, Esq. (rcho@calderwoodharkness.com) at (212) 555-7400.
| Trade Name / DBA | Jurisdiction(s) of Filing | Filing Date | Filing Number | |
| Crestline Packaging | Ohio | September 5, 2019 | FBN-2019-038714 | |
| CPS | Ohio | September 5, 2019 | FBN-2019-038715 | |
| Crestline Packaging | Indiana | October 18, 2019 | 2019-ABN-047822 | |
| CPS | Indiana | October 18, 2019 | 2019-ABN-047823 | |
| Crestline Packaging | Kentucky | November 2, 2019 | AN-2019-10287 | |
| Jurisdiction | Date of Qualification | Filing / Registration Number | Status | |
| Indiana | October 15, 2019 | 2019-FL-084291 | Active / Good Standing | |
| Kentucky | November 1, 2019 | 0972458 | Active / Good Standing | |
| Pennsylvania | To be filed on or before July 31, 2025 | Pending | Application Filed | |
| Jurisdiction | Registered Agent Name | Registered Agent Address | ||
| Ohio (jurisdiction of organization) | Capitol Statutory Services Inc. | 65 East Ashbury Asset Advisors, Columbus, OH 43215 | ||
| Indiana | Capitol Statutory Services Inc. | 251 East Ohio Street, Suite 500, Indianapolis, IN 46204 | ||
| Kentucky | Capitol Statutory Services Inc. | 421 West Main Street, Suite 200, Frankfort, KY 40601 | ||
| Pennsylvania | Capitol Statutory Services Inc. | 1500 Market Street, Suite 1200, Philadelphia, PA 19102 | ||
| Facility Name | Address | Approx. Size | Owned / Leased | Description |
| Akron Headquarters & Plant | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | 195,000 sq. ft. on 14.3 acres | Owned | Corporate headquarters, administrative offices, and corrugated packaging manufacturing |
| Canton Plant | 7820 Whipple Avenue NW, Canton, OH 44720 | 162,000 sq. ft. on 11.7 acres | Owned | Corrugated sheet plant and die-cut operation |
| Mansfield Plant | 330 Bowman Street, Mansfield, OH 44903 | 88,000 sq. ft. on 5.6 acres | Owned | Specialty packaging and folding carton production |
| Fort Wayne Plant | 2601 Production Road, Fort Wayne, IN 46808 | 215,000 sq. ft. on 18.1 acres | Owned | Corrugated box plant, sheet feeder, and litho-lamination facility |
| Evansville Plant | 1475 Lynch Road, Evansville, IN 47711 | 135,000 sq. ft. on 9.4 acres | Owned | Corrugated container manufacturing and foam packaging |
| Wovington Plant | 540 West 12th Street, Wovington, KY 41011 | 78,000 sq. ft. on 4.8 acres | Leased | Converting and distribution facility |
| Facility Name | Address | Approx. Size | Owned / Leased | Description |
| Butler Plant | 250 Industrial Boulevard, Butler, PA 16001 | 285,000 sq. ft. on 22.5 acres | Owned (being acquired from AVP) | Full-line corrugated packaging manufacturing facility; includes corrugator, flexo-folder gluers, rotary die cutters, specialty gluers, unitizers, and ancillary equipment; raw materials inventory (containerboard, inks, adhesives, starch); finished goods inventory; office furnishings |
| Meadville Plant | 1480 Conneaut Lake Road, Meadville, PA 16335 | 110,000 sq. ft. on 8.2 acres | Owned (being acquired from AVP) | Sheet plant and converting facility; includes flexo-folder gluers, specialty die cutters, stitchers, and ancillary equipment; raw materials and finished goods inventory; office furnishings |
| Location | Address | Operator / Bailee | Description | ||
| Akron Overflow Warehouse | 4250 Commerce Parkway, Akron, OH 44308 | Crestline Packaging Solutions LLC (self-operated) | Overflow finished goods warehouse adjacent to Akron headquarters | ||
| Columbus Distribution Center | 6180 Alum Creek Drive, Columbus, OH 43207 | Midwest Logistics Partners LLC (third-party warehouse) | Third-party warehousing of finished goods inventory for central Ohio distribution | ||
| Indianapolis Distribution Center | 3300 Producers Lane, Indianapolis, IN 46218 | Heartland Warehousing, Inc. (third-party warehouse) | Third-party warehousing of finished goods inventory for Indiana distribution | ||
| Location | Address | Description | |||
| Chief Executive Office | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | Primary location for all corporate, financial, and accounts receivable records; server room for primary data center | |||
| Disaster Recovery / Backup | Pemberton Software, 1 Federal Street, Building 100, Springfield, MA 01105 | Off-site backup media and archival record storage | |||
| Cloud-Based Records | Crestline Systems data centers (East US region, Virginia) | Cloud-hosted enterprise resource planning (ERP) system (Harborline Software) and document management system | |||
| Property | Address | County / State | Approx. Size | Acquisition Method | |
| Akron Headquarters & Plant | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | Summit County, Ohio | 195,000 sq. ft. on 14.3 acres | Purchased by Borrower — August 2019 | |
| Akron Overflow Warehouse | 4250 Commerce Parkway, Akron, OH 44308 | Summit County, Ohio | 42,000 sq. ft. on 3.1 acres | Purchased by Borrower — March 2020 | |
| Canton Plant | 7820 Whipple Avenue NW, Canton, OH 44720 | Stark County, Ohio | 162,000 sq. ft. on 11.7 acres | Purchased by Borrower — November 2019 | |
| Mansfield Plant | 330 Bowman Street, Mansfield, OH 44903 | Richland County, Ohio | 88,000 sq. ft. on 5.6 acres | Purchased by Borrower — February 2020 | |
| Fort Wayne Plant | 2601 Production Road, Fort Wayne, IN 46808 | Allen County, Indiana | 215,000 sq. ft. on 18.1 acres | Purchased by Borrower — June 2020 | |
| Evansville Plant | 1475 Lynch Road, Evansville, IN 47711 | Vanderburgh County, Indiana | 135,000 sq. ft. on 9.4 acres | Purchased by Borrower — September 2020 | |
| Butler Plant (AVP) | 250 Industrial Boulevard, Butler, PA 16001 | Butler County, Pennsylvania | 285,000 sq. ft. on 22.5 acres | Being acquired from AVP pursuant to Special Warranty Deed — Closing Date | |
| Meadville Plant (AVP) | 1480 Conneaut Lake Road, Meadville, PA 16335 | Crawford County, Pennsylvania | 110,000 sq. ft. on 8.2 acres | Being acquired from AVP pursuant to Special Warranty Deed — Closing Date | |
| Property | Address | Landlord | Lease Commencement | Lease Expiration | Monthly Rent |
| Wovington Plant | 540 West 12th Street, Wovington, KY 41011 | Riverview Industrial Properties LLC | January 1, 2020 | December 31, 2029 | $52,500 |
| Columbus Distribution Center | 6180 Alum Creek Drive, Columbus, OH 43207 | Central Ohio Industrial Park Associates LP | March 1, 2022 | February 28, 2027 | $28,750 |
| Indianapolis Distribution Center | 3300 Producers Lane, Indianapolis, IN 46218 | Circle City Realty Holdings Inc. | June 1, 2022 | May 31, 2027 | $31,200 |
| Property | Recording Office | ||||
| Butler Plant — 250 Industrial Boulevard, Butler, PA 16001 | Recorder of Deeds, Butler County, Pennsylvania | ||||
| Meadville Plant — 1480 Conneaut Lake Road, Meadville, PA 16335 | Recorder of Deeds, Crawford County, Pennsylvania | ||||
| Akron Headquarters & Plant — 4100 Commerce Parkway, Akron, OH 44308 | Summit County Fiscal Officer / Recorder, Summit County, Ohio |
| Akron Overflow Warehouse — 4250 Commerce Parkway, Akron, OH 44308 | Summit County Fiscal Officer / Recorder, Summit County, Ohio | ||||
| Canton Plant — 7820 Whipple Avenue NW, Canton, OH 44720 | Stark County Recorder, Stark County, Ohio | ||||
| Mansfield Plant — 330 Bowman Street, Mansfield, OH 44903 | Richland County Recorder, Richland County, Ohio | ||||
| Fort Wayne Plant — 2601 Production Road, Fort Wayne, IN 46808 | Allen County Recorder, Allen County, Indiana | ||||
| Evansville Plant — 1475 Lynch Road, Evansville, IN 47711 | Vanderburgh County Recorder, Vanderburgh County, Indiana | ||||
| Filing Number | Filing Date | Filing Office | Secured Party | Collateral Description | Status / Notes |
| OH-2021-1115-08274 | November 15, 2021 | Ohio Secretary of State | Pinnacle National Bank, N.A., as Administrative Agent | All assets | Active; filed in connection with the Existing Credit Agreement |
| OH-2021-1115-08275 | November 15, 2021 | Ohio Secretary of State | Pinnacle National Bank, N.A., as Administrative Agent | All assets (Amendment — addition of Pinnacle as secured party for revolving facility) | Active; amendment to Filing No. OH-2021-1115-08274 |
| OH-2023-0322-04517 | March 22, 2023 | Ohio Secretary of State | Pinnacle National Bank, N.A., as Administrative Agent | All assets (Amendment No. 1 — continuation and update) | Active; amendment filed in connection with Amendment No. 1 to Credit Agreement |
| OH-2019-1202-12893 | December 2, 2019 | Ohio Secretary of State | Great Lakes Equipment Leasing Corp. | Specific equipment — (1) BHS 98" corrugator, S/N BHS-2019-4472; (2) Bobst DRO 1628 NT rotary die cutter, S/N BOB-2019-7311 | Active; equipment financing for Canton Plant |
| OH-2020-0615-06841 | June 15, 2020 | Ohio Secretary of State | Great Lakes Equipment Leasing Corp. | Specific equipment — (1) Mitsubishi EVOL 130HS flexo-folder gluer, S/N MIT-2020-1194 | Active; equipment financing for Fort Wayne Plant |
| Account Name | Bank / Depository Institution | Bank Address | Account Number (Last 4 Digits) | Account Type | |
| Crestline Packaging Solutions LLC — Operating | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115 | **7823 | Primary Operating Account | |
| Crestline Packaging Solutions LLC — Payroll | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115 | **7824 | Payroll Account | |
| Crestline Packaging Solutions LLC — Tax Reserve | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115 | **7825 | Tax Escrow / Reserve Account | |
| Crestline Packaging Solutions LLC — Debt Service Reserve | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115 | **7826 | Debt Service Reserve Account | |
| Crestline Packaging Solutions LLC — Concentration Account | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115 | **7827 | Cash Concentration / Zero-Balance Account | |
| Crestline Packaging Solutions LLC — Operating (Indiana) | Bramwell Financial | 200 East Jackson Street, Muncie, IN 47305 | **3541 | Regional Operating Account (Indiana operations) | |
| Crestline Packaging Solutions LLC — Operating (Kentucky) | Crowne Albany National Bank | 601 West Market Street, Louisville, KY 40202 | **8910 | Regional Operating Account (Kentucky operations) | |
| Registration / Application No. | Title | Jurisdiction | Filing / Issue Date | Status | Notes |
| U.S. Patent No. 10,442,187 | Corrugated Packaging System with Integrated Moisture Barrier | USPTO | Issued October 15, 2019 | Active; maintenance fees current through 2027 | Owned by Borrower |
| U.S. Patent No. 10,889,341 | Multi-Layer Cushioning Insert for Fragile Goods Packaging | USPTO | Issued January 12, 2021 | Active; maintenance fees current through 2029 | Owned by Borrower |
| U.S. Patent Application No. 17/458,223 | Automated Die-Cut Template Optimization System | USPTO | Filed August 26, 2021 | Pending — Office Action responded to March 2025 | Owned by Borrower |
| U.S. Patent No. 9,718,442 | Reinforced Corner Post Assembly for Heavy-Duty Corrugated Containers | USPTO | Issued July 25, 2017 | Active; maintenance fees current through 2025 | Being acquired from AVP |
| U.S. Patent No. 10,214,889 | Eco-Friendly Adhesive Application Method for Corrugated Board | USPTO | Issued February 26, 2019 | Active; maintenance fees current through 2027 | Being acquired from AVP |
| U.S. Patent Application No. 17/621,407 | High-Speed Rotary Die Cutting Process for Microflute Corrugated | USPTO | Filed December 17, 2021 | Pending — Examination stage | Being acquired from AVP | |
| Registration / Application No. | Mark | Goods / Services | Jurisdiction | Registration / Filing Date | Status | Notes |
| U.S. Reg. No. 5,847,219 | CRESTLINE PACKAGING | Corrugated containers, packaging materials, and packaging design services (Classes 16 & 42) | USPTO | Registered August 6, 2019 | Active; Section 8 & 15 declarations due 2025 | Owned by Borrower |
| U.S. Reg. No. 5,847,220 | CPS (stylized) | Corrugated containers and packaging materials (Class 16) | USPTO | Registered August 6, 2019 | Active | Owned by Borrower |
| U.S. Reg. No. 5,103,774 | CRESTLINE PACKAGING (design logo) | Corrugated containers, packaging materials (Class 16) | USPTO | Registered January 17, 2017 | Active; renewed 2023 | Owned by Borrower |
| U.S. Reg. No. 4,298,112 | TOUGHGUARD | Corrugated containers with enhanced moisture resistance (Class 16) | USPTO | Registered March 19, 2013 | Active; renewed 2023 | Being acquired from AVP |
| U.S. Reg. No. 4,615,887 | ECOFLEX | Recyclable corrugated packaging and sustainable packaging products (Class 16) | USPTO | Registered September 16, 2014 | Active; renewed 2024 | Being acquired from AVP |
| U.S. Application No. 90/875,441 | SMARTSTACK | Automated palletizing and stacking systems for corrugated packaging (Class 7) | USPTO | Filed March 8, 2022 | Published for opposition — no opposition filed; awaiting registration | Being acquired from AVP |
| Domain Name | Registrar | Registration Date | Expiration Date | Notes | ||
| crestlinepackaging.com | Harborview Technologies | August 15, 2019 | August 15, 2026 | Primary corporate website | ||
| crestlinepackaging.net | Harborview Technologies | August 15, 2019 | August 15, 2026 | Redirect to primary website | ||
| crestlinepackagingsolutions.com | Harborview Technologies | August 20, 2019 | August 20, 2026 | Redirect to primary website | ||
| cpspackaging.com | Harborview Technologies | September 1, 2019 | September 1, 2026 | Alternate trade name domain | ||
| toughguardpackaging.com | Harborview Technologies | To be transferred on Closing Date | Pending transfer | Being acquired from AVP | ||
| ecoflexpack.com | Harborview Technologies | To be transferred on Closing Date | Pending transfer | Being acquired from AVP | ||
| Case Name | Court | Case Number | Date Filed | Brief Description | ||
| Crestline Packaging Solutions LLC v. Apex Converting Equipment, Inc. | United States District Court, Northern District of Ohio, Eastern Division | Case No. 5:24-cv-01847-JRA | August 14, 2024 | Breach of warranty and negligent misrepresentation claim arising from the sale and installation of a defective flexographic printing unit (Model FP-6200) at the Canton Plant. The Borrower alleges that Apex Converting Equipment, Inc. delivered equipment that failed to meet contractual performance specifications, resulting in production downtime, damaged inventory, and consequential damages. The Borrower seeks damages in excess of $3,200,000, including the cost of replacement equipment, lost profits during the period of non-operation, and costs of remediation. | ||
| Obligor | Face Amount | Date of Note | Maturity Date | Description | ||
| Summit Industrial Services LLC | $175,000 | April 1, 2024 | March 31, 2026 | Unsecured promissory note received in settlement of an accounts receivable dispute; payable in twenty-four (24) equal monthly installments of approximately $7,292 | ||
| Entity Name | Jurisdiction of Organization | Type of Entity | Percentage of Ownership | Number and Type of Interests | Certificated / Uncertificated | |
| Crestline Transport LLC | Ohio | Limited Liability Company | 100% | 1,000 Class A Units | Uncertificated | |
| CPS Design Services LLC | Ohio | Limited Liability Company | 100% | 500 Class A Units | Uncertificated | |
| Type | Issuer | Bond / Policy Number | Amount | Beneficiary / Obligee | Expiration | |
| Performance Bond | Aldermere Insurance | PB-2023-4417892 | $500,000 | Ohio Environmental Protection Agency | December 31, 2025 | |
| Workers' Compensation Self-Insurance Bond | Stonefield Mutual Insurance | WC-SI-2022-08831 | $1,000,000 | Ohio Bureau of Workers' Compensation | Continuous (annual renewal) |