ESCROW AGREEMENT
Dated as of July 31, 2025
by and among
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company ("Buyer")
ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation ("Seller")
and
ATLANTIC FIDUCIARY TRUST COMPANY, a New York trust company ("Escrow Agent")
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This ESCROW AGREEMENT (this "Agreement") is entered into as of July 31, 2025, by and among Crestline Packaging Solutions LLC, an Ohio limited liability company, with its principal offices located at 4100 Commerce Parkway, Suite 800, Akron, OH 44308 ("Buyer"), Allegheny Valley Packaging, Inc., a Pennsylvania corporation, with its principal offices located at 250 Industrial Boulevard, Butler, PA 16001 ("Seller"), and Atlantic Fiduciary Trust Company, a New York trust company, with offices at 60 Wall Street, 22nd Floor, New York, NY 10005 ("Escrow Agent"). Buyer, Seller, and Escrow Agent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement, dated as of June 15, 2025 (the "APA"), pursuant to which Buyer is acquiring substantially all of the assets of Seller, as more particularly described therein, for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to adjustment as provided in the APA;
WHEREAS, pursuant to Section 2.6 of the APA, Buyer is required to deposit at the closing of the transactions contemplated by the APA (the "Closing") an amount equal to Nine Million Dollars ($9,000,000) (the "Escrow Amount"), representing five percent (5%) of the Purchase Price, with the Escrow Agent to secure Seller's indemnification obligations under Article X of the APA;
WHEREAS, the Parties desire to set forth the terms and conditions upon which the Escrow Agent will hold, invest, and disburse the Escrow Amount and any earnings thereon; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the APA.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:
"APA" means that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Buyer and Seller, as the same may be amended, modified, supplemented, or restated from time to time in accordance with its terms.
"Buyer" means Crestline Packaging Solutions LLC, an Ohio limited liability company, and its successors and permitted assigns.
"Claim Notice" means a written notice delivered by Buyer to Seller and Escrow Agent in accordance with Section 4.1 and Section 10.2 of this Agreement, setting forth a claim for indemnification against the Escrow Funds, which notice shall set forth in reasonable detail (a) the nature of the indemnification claim, (b) the specific representations, warranties, covenants, or agreements under the APA that are alleged to have been breached, and (c) the amount of Losses claimed or, if not then determinable, a good-faith estimate thereof.
"Claimed Amount" means the amount of Losses set forth in a Claim Notice, or, if not then determinable, the good-faith estimate thereof set forth in such Claim Notice.
"Closing" has the meaning ascribed to such term in the APA.
"Closing Date" means the date on which the Closing occurs under the APA, which the Parties anticipate to be the date of this Agreement.
"Escrow Account" means the segregated escrow account established and maintained by Escrow Agent at Atlantic Fiduciary Trust Company for the purpose of holding the Escrow Funds in accordance with this Agreement.
"Escrow Agent" means Atlantic Fiduciary Trust Company, a New York trust company, and any successor escrow agent appointed in accordance with Section 5.6 of this Agreement.
"Escrow Amount" means Nine Million Dollars ($9,000,000), being the amount deposited by Buyer into the Escrow Account on the Closing Date pursuant to Section 2.2 of this Agreement.
"Escrow Earnings" means all interest, dividends, and other income earned on the Escrow Amount and any reinvestment thereof while held in the Escrow Account.
"Escrow Funds" means, at any time, the Escrow Amount together with any Escrow Earnings, less any amounts previously distributed from the Escrow Account in accordance with the terms of this Agreement.
"Escrow Period" means the period commencing on the Closing Date and ending on the Escrow Termination Date, which period is coterminous with the general survival period for representations and warranties under the APA.
"Escrow Termination Date" means the date that is eighteen (18) months after the Closing Date.
"Final Order" means a final, non-appealable order, judgment, or decree of a court of competent jurisdiction.
"Joint Written Instructions" means written instructions that are signed by an authorized representative of each of Buyer and Seller (as designated in accordance with Section 10.1 of this Agreement) and delivered to Escrow Agent in accordance with Section 10.2 of this Agreement.
"Losses" has the meaning ascribed to such term in the APA.
"Objection Notice" means a written notice delivered by Seller to Buyer and Escrow Agent in accordance with Section 4.2 and Section 10.2 of this Agreement, objecting to all or any portion of the Claimed Amount set forth in a Claim Notice.
"Objection Period" means the period of thirty (30) calendar days following Seller's receipt of a Claim Notice.
"Pending Claims" means any claims for which a Claim Notice has been delivered but which have not been finally resolved as of the Escrow Termination Date by means of (a) Joint Written Instructions, (b) deemed acceptance pursuant to Section 4.2(b), or (c) a Final Order.
"Pending Claims Reserve" has the meaning set forth in Section 4.4(a) of this Agreement.
"Permitted Investments" has the meaning set forth in Section 3.1 of this Agreement.
"Purchase Price" means One Hundred Eighty Million Dollars ($180,000,000), as such amount may be adjusted in accordance with the terms of the APA.
"Seller" means Allegheny Valley Packaging, Inc., a Pennsylvania corporation, and its successors and permitted assigns.
ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT
Section 2.1 Establishment of Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at Atlantic Fiduciary Trust Company, which shall be designated the "Crestline/AVP Escrow Account" or such other name as Escrow Agent may assign (the "Escrow Account"), for the sole and exclusive purpose of holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement. The Escrow Account shall be maintained separately from all other accounts held by Escrow Agent and shall not be commingled with any other funds or assets of Escrow Agent or any other person or entity.
Section 2.2 Deposit of Escrow Amount. On the Closing Date, Buyer shall deposit, or cause to be deposited, via wire transfer of immediately available funds in United States Dollars, Nine Million Dollars ($9,000,000) into the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit A attached hereto and incorporated herein by reference. Escrow Agent shall acknowledge receipt of such deposit in writing (which may be by electronic mail) to Buyer and Seller promptly, and in any event within one (1) business day, upon receipt of such funds. In the event that the amount received by Escrow Agent on the Closing Date differs from the Escrow Amount specified herein, Escrow Agent shall promptly notify Buyer and Seller in writing and shall request Joint Written Instructions with respect to any shortfall or overage.
Section 2.3 Nature of Escrow. The Escrow Funds shall be held by Escrow Agent as a trust fund and shall not be subject to any lien, attachment, levy, garnishment, trustee process, or any other judicial or administrative process of any creditor of any Party hereto. No Party shall have the right to pledge, hypothecate, assign, or otherwise encumber the Escrow Funds, except as expressly provided in this Agreement. The Escrow Agent shall have no beneficial ownership interest in the Escrow Funds. The Escrow Funds shall not constitute a banking deposit, and Escrow Agent shall have no right to set off against the Escrow Funds, except as expressly provided in Section 7.3 of this Agreement.
ARTICLE III — INVESTMENT OF ESCROW FUNDS
Section 3.1 Investment Direction. The Escrow Agent shall invest and reinvest the Escrow Funds, including all Escrow Earnings, in one or more of the following permitted investments (each, a "Permitted Investment"), as jointly directed in writing by Buyer and Seller or, in the absence of such direction within five (5) business days of the date hereof (and from time to time thereafter upon the maturity or liquidation of any investment), as selected by Escrow Agent in its sole discretion:
(a) direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America, having maturities of not more than one hundred eighty (180) days from the date of acquisition;
(b) money market deposit accounts or certificates of deposit issued by any commercial bank organized and existing under the laws of the United States or any state thereof that has a combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000) and is a member of the Federal Deposit Insurance Corporation, in each case having maturities of not more than one hundred eighty (180) days from the date of acquisition;
(c) money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and rated in the highest category by at least one nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended); and
(d) such other investments as may be jointly directed in writing by Buyer and Seller and agreed to by Escrow Agent.
Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with the terms of this Section 3.1, including any loss resulting from the liquidation of any investment prior to its maturity. Escrow Agent shall have no obligation to maximize investment returns or to invest in any particular Permitted Investment.
Section 3.2 Escrow Earnings. All Escrow Earnings shall be retained in the Escrow Account and shall become part of the Escrow Funds, to be distributed in accordance with Article IV of this Agreement. For the avoidance of doubt, Escrow Earnings shall be subject to the same terms and conditions as the Escrow Amount with respect to distribution and disbursement under this Agreement.
Section 3.3 Tax Reporting. For all federal, state, and local income tax purposes, the Escrow Funds (including any Escrow Earnings) shall be treated as owned by Seller pending distribution. Seller shall be solely responsible for the payment of any and all taxes on income earned on the Escrow Funds, including, without limitation, any federal, state, and local income taxes attributable to the Escrow Earnings. Escrow Agent shall report all Escrow Earnings to the Internal Revenue Service ("IRS") under Seller's taxpayer identification number (EIN: 25-1784632). Buyer's taxpayer identification number (EIN: 84-3291047) shall be maintained on file by Escrow Agent for administrative and regulatory purposes. Escrow Agent shall file all applicable IRS Forms 1099 and any other tax information returns required by applicable law with respect to Escrow Earnings. Seller shall provide Escrow Agent with a properly completed and executed IRS Form W-9 (or any successor form) on or prior to the date hereof. In the event that Escrow Agent does not receive a properly completed IRS Form W-9 from Seller, Escrow Agent shall be authorized to withhold from the Escrow Funds any amounts required to be withheld under applicable tax law, including backup withholding.
ARTICLE IV — DISTRIBUTION OF ESCROW FUNDS
Section 4.1 Claims Against Escrow Funds.
(a) At any time during the Escrow Period (and, with respect to Pending Claims, after the Escrow Termination Date until such Pending Claims have been finally resolved), Buyer may deliver a Claim Notice to Seller and Escrow Agent, setting forth in reasonable detail: (i) the nature of the indemnification claim, including a description of the facts and circumstances giving rise to such claim; (ii) the specific representations, warranties, covenants, or agreements under the APA that are alleged to have been breached or with respect to which indemnification is sought; and (iii) the amount of Losses claimed or, if such amount is not then determinable, a good-faith estimate thereof (the "Claimed Amount"). Each Claim Notice shall be accompanied by such supporting documentation as Buyer may reasonably determine to be relevant to the claim.
(b) The indemnification framework of the APA shall apply in all respects to claims made against the Escrow Funds pursuant to this Agreement. Without limiting the generality of the foregoing, the following limitations and thresholds set forth in the APA shall be applicable to claims against the Escrow Funds:
(i) the aggregate indemnification cap of Forty-Five Million Dollars ($45,000,000), representing twenty-five percent (25%) of the Purchase Price;
(ii) the basket (deductible) of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), representing seventy-five hundredths of one percent (0.75%) of the Purchase Price, which basket is structured as a tipping basket such that once aggregate Losses exceed such amount, Buyer shall be entitled to indemnification for the full amount of all Losses from the first dollar (and not merely the excess over such threshold);
(iii) the mini-basket (de minimis threshold) of Fifty Thousand Dollars ($50,000) per individual claim, such that no individual claim shall be counted toward the basket or otherwise be eligible for indemnification unless the Losses attributable to such individual claim exceed Fifty Thousand Dollars ($50,000);
(iv) the survival period of eighteen (18) months following the Closing Date for general representations and warranties;
(v) the survival period of sixty (60) months following the Closing Date for fundamental representations and warranties (as defined in the APA);
(vi) the survival period of thirty-six (36) months following the Closing Date for environmental representations and warranties; and
(vii) the survival period equal to the applicable statute of limitations plus sixty (60) days for tax representations and warranties.
For the avoidance of doubt, Escrow Agent shall have no obligation to verify or determine compliance with the foregoing limitations, thresholds, or survival periods. Escrow Agent's sole obligation with respect to any Claim Notice shall be to hold and distribute Escrow Funds in accordance with the express procedural terms of this Agreement.
(c) In no event shall the aggregate amount of Escrow Funds distributed to Buyer under this Article IV exceed the Escrow Funds then held in the Escrow Account at the time of any such distribution.
Section 4.2 Objection by Seller.
(a) Within thirty (30) calendar days after receipt by Seller of a Claim Notice (the "Objection Period"), Seller may deliver an Objection Notice to Buyer and Escrow Agent, setting forth in reasonable detail the basis for Seller's objection to all or any portion of the Claimed Amount. The Objection Notice shall specify: (i) the portion of the Claimed Amount that Seller disputes (the "Disputed Amount"); (ii) the portion of the Claimed Amount, if any, that Seller does not dispute (the "Undisputed Amount"); and (iii) the factual and legal grounds for Seller's objection.
(b) If Seller does not deliver an Objection Notice within the Objection Period, Seller shall be deemed to have accepted the Claim Notice in its entirety, and Escrow Agent shall, within five (5) business days after the expiration of the Objection Period, distribute to Buyer from the Escrow Funds an amount equal to the Claimed Amount (or, if the Escrow Funds are insufficient, the entire remaining balance of the Escrow Funds). Escrow Agent shall have no obligation to inquire into the reasons for Seller's failure to deliver an Objection Notice and shall be fully protected in making such distribution.
Section 4.3 Resolution of Disputed Claims.
(a) If Seller timely delivers an Objection Notice disputing all or a portion of the Claimed Amount, Buyer and Seller shall attempt in good faith to resolve such dispute by negotiation within thirty (30) calendar days after delivery of the Objection Notice (the "Negotiation Period"). During the Negotiation Period, the disputed portion of the Claimed Amount shall remain in the Escrow Account pending resolution.
(b) If Buyer and Seller reach agreement on the resolution of the disputed claim during the Negotiation Period (or at any time thereafter), they shall deliver Joint Written Instructions to Escrow Agent directing disbursement of the applicable portion of the Escrow Funds in accordance with such agreement. Escrow Agent shall distribute the Escrow Funds as directed by such Joint Written Instructions within five (5) business days of receipt thereof.
(c) If Buyer and Seller are unable to resolve the dispute within the Negotiation Period, either Party may submit the dispute to a court of competent jurisdiction in accordance with Section 9.2 of this Agreement. Following the expiration of the Negotiation Period without resolution, the Escrow Agent shall distribute the disputed portion of the Claimed Amount only upon receipt of: (i) Joint Written Instructions; or (ii) a Final Order directing such distribution. Escrow Agent shall be entitled to rely conclusively upon any Final Order presented to it and shall not be required to make any independent determination as to the validity, binding effect, or enforceability of such order.
(d) In the case of a partial objection (i.e., where Seller's Objection Notice specifies both a Disputed Amount and an Undisputed Amount), Escrow Agent shall distribute the Undisputed Amount to Buyer within five (5) business days of Escrow Agent's receipt of the Objection Notice, and the Disputed Amount shall continue to be held in the Escrow Account pending resolution in accordance with this Section 4.3.
Section 4.4 Release of Escrow Funds at Escrow Termination Date.
(a) Promptly, and in any event within five (5) business days, after the Escrow Termination Date (i.e., the date that is eighteen (18) months after the Closing Date), Escrow Agent shall distribute to Seller all Escrow Funds then remaining in the Escrow Account; provided, however, that Escrow Agent shall retain in the Escrow Account a reserve (the "Pending Claims Reserve") in an amount equal to the aggregate Claimed Amounts of all Pending Claims as of the Escrow Termination Date. Buyer shall deliver to Escrow Agent, no later than five (5) business days prior to the Escrow Termination Date, a certificate signed by an authorized representative of Buyer setting forth in reasonable detail the identity and Claimed Amount of each Pending Claim as of the Escrow Termination Date. If Buyer fails to deliver such certificate within such time period, Escrow Agent shall be entitled to rely on the Claim Notices and Objection Notices then on file with Escrow Agent in determining the Pending Claims Reserve.
(b) The Pending Claims Reserve shall continue to be held by Escrow Agent in the Escrow Account, invested in accordance with Article III, until each Pending Claim has been finally resolved by: (i) Joint Written Instructions; (ii) deemed acceptance pursuant to Section 4.2(b) (i.e., failure by Seller to deliver an Objection Notice within the applicable Objection Period); or (iii) a Final Order. Upon final resolution of any Pending Claim, Escrow Agent shall distribute the applicable portion of the Pending Claims Reserve as directed by the applicable Joint Written Instructions, deemed acceptance, or Final Order within five (5) business days of such resolution.
(c) Upon final resolution of all Pending Claims and distribution of all amounts related thereto in accordance with Section 4.4(b), any remaining balance of the Pending Claims Reserve shall be distributed to Seller within five (5) business days. Upon such final distribution, Escrow Agent shall close the Escrow Account and provide written confirmation of such closure to Buyer and Seller.
Section 4.5 Joint Written Instructions for Other Distributions. At any time during the term of this Agreement, Escrow Agent shall distribute Escrow Funds from the Escrow Account upon receipt of Joint Written Instructions signed by authorized representatives of both Buyer and Seller, regardless of whether such distribution relates to an indemnification claim or any other matter. Escrow Agent shall distribute such amounts in accordance with the Joint Written Instructions within five (5) business days of receipt thereof. Escrow Agent shall be fully protected in making any distribution pursuant to Joint Written Instructions and shall have no duty to inquire into the reasons for or the propriety of any such instructions.
Section 4.6 Manner of Distribution. All distributions from the Escrow Account shall be made by wire transfer of immediately available funds in United States Dollars to such account(s) as the recipient Party shall designate in writing to Escrow Agent. Each Party shall provide its wire transfer instructions to Escrow Agent on or prior to the date hereof, and any changes thereto shall be made in accordance with Section 10.2.
ARTICLE V — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT
Section 5.1 Standard of Care. Escrow Agent shall hold and disburse the Escrow Funds solely in accordance with the express terms and conditions of this Agreement. Escrow Agent shall act only upon written instructions, notices, and documents delivered in strict accordance with this Agreement and shall have no duty to inquire into or determine the validity, accuracy, genuineness, or sufficiency of any instruction, notice, claim, certificate, statement, or document delivered to it hereunder. Escrow Agent shall not be deemed to have notice of any matter unless and until it receives written notice thereof in accordance with Section 10.2 of this Agreement.
Section 5.2 Reliance. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, statement, request, consent, agreement, or other document (including any transmitted by facsimile or electronic mail in portable document format) that Escrow Agent reasonably believes to be genuine and to have been signed, sent, or presented by the proper person or persons. Escrow Agent shall have no responsibility or liability for the contents of any document referenced in, attached to, or incorporated by reference in the APA. Escrow Agent may consult with legal counsel of its own choosing (including in-house counsel) and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel.
Section 5.3 No Interpretation of APA. Escrow Agent shall have no obligation to interpret, enforce, or determine compliance with the terms, conditions, representations, warranties, covenants, or agreements contained in the APA. Escrow Agent is not a party to the APA and makes no representations or warranties with respect thereto. In the event of any conflict or inconsistency between this Agreement and the APA, as between Buyer and Seller the terms of the APA shall control, but as between any Party hereto and Escrow Agent, the terms of this Agreement shall control in all respects. Escrow Agent shall not be bound by or charged with knowledge of any provision of the APA that is not expressly referenced in this Agreement.
Section 5.4 No Implied Duties. Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement. Escrow Agent shall not be required to take any action that, in its reasonable judgment, would be contrary to applicable law or regulation, would subject it to liability, or would require it to expend or risk its own funds. Escrow Agent shall not be required to institute or defend any legal proceeding in connection with this Agreement unless Escrow Agent has been adequately indemnified to its reasonable satisfaction.
Section 5.5 Conflicting Instructions. If at any time Escrow Agent receives conflicting instructions or notices from Buyer and Seller, or if Escrow Agent is uncertain as to how to proceed under the terms of this Agreement, Escrow Agent may, in its sole discretion:
(a) refrain from taking any action (other than the safekeeping and investment of the Escrow Funds in accordance with Article III) until Escrow Agent receives Joint Written Instructions or a Final Order directing the disposition of the Escrow Funds; or
(b) deposit or interplead the Escrow Funds (or any portion thereof) into the registry of a court of competent jurisdiction in the Borough of Manhattan, City of New York, State of New York, and interplead the Parties, whereupon Escrow Agent shall be relieved and discharged of all further duties, obligations, and liabilities under this Agreement with respect to the Escrow Funds so deposited. Escrow Agent shall be entitled to recover its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with any such interpleader action from the Escrow Funds prior to deposit with the court.
Section 5.6 Resignation or Removal.
(a) Resignation. Escrow Agent may resign from its duties hereunder at any time upon not less than thirty (30) calendar days' prior written notice to Buyer and Seller. Such resignation shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) calendar day following receipt of such notice by Buyer and Seller.
(b) Removal. Buyer and Seller may jointly remove Escrow Agent at any time upon not less than thirty (30) calendar days' prior written notice to Escrow Agent. Such removal shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) calendar day following receipt of such notice by Escrow Agent.
(c) Appointment of Successor. Upon the effectiveness of any resignation or removal of Escrow Agent, Buyer and Seller shall jointly appoint a successor escrow agent within thirty (30) calendar days after the effective date of such resignation or removal. Any successor escrow agent shall be a bank or trust company having a combined capital and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000). Upon the appointment of a successor escrow agent and the transfer of the Escrow Funds to such successor, the resigning or removed Escrow Agent shall be released from all further duties and obligations under this Agreement (other than obligations that expressly survive termination).
(d) Failure to Appoint Successor. If Buyer and Seller fail to jointly appoint a successor escrow agent within thirty (30) calendar days after the effective date of Escrow Agent's resignation or removal, Escrow Agent may deposit the Escrow Funds into the registry of a court of competent jurisdiction in the Borough of Manhattan, City of New York, State of New York, and upon such deposit Escrow Agent shall be relieved and discharged of all further duties, obligations, and liabilities under this Agreement.
ARTICLE VI — INDEMNIFICATION OF ESCROW AGENT
Section 6.1 Indemnification. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its respective directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnitee") from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, costs, and expenses (including reasonable attorneys' fees and disbursements and costs of investigation) (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement or the Escrow Agent's performance of or failure to perform its duties hereunder, including, without limitation, any Escrow Agent Losses arising from any legal proceedings related to or involving the Escrow Funds; provided, however, that Buyer and Seller shall have no obligation to indemnify any Escrow Agent Indemnitee to the extent that such Escrow Agent Losses are found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from Escrow Agent's gross negligence, willful misconduct, or material breach of this Agreement.
Section 6.2 Allocation as Between Buyer and Seller. As between Buyer and Seller (and not affecting the joint and several nature of the obligation to Escrow Agent under Section 6.1), each of Buyer and Seller shall bear fifty percent (50%) of any indemnification obligation arising under Section 6.1; provided, however, that if the underlying Escrow Agent Loss arises primarily from the action, inaction, or breach of one Party, such Party shall bear the full cost of such indemnification obligation. Any dispute between Buyer and Seller regarding the allocation of indemnification obligations under this Section 6.2 shall be resolved as between Buyer and Seller and shall not affect Escrow Agent's right to indemnification from either or both of them under Section 6.1.
ARTICLE VII — COMPENSATION OF ESCROW AGENT
Section 7.1 Fees. Buyer and Seller shall each pay fifty percent (50%) of the Escrow Agent's fees and expenses in connection with this Agreement. The schedule of Escrow Agent's fees is set forth in Exhibit B attached hereto and incorporated herein by reference. Such fees shall be payable in advance on the date hereof (with respect to the initial acceptance and setup fee) and on each anniversary of the date hereof (with respect to annual administration fees), in each case within thirty (30) calendar days after receipt of an invoice from Escrow Agent.
Section 7.2 Expense Reimbursement. In addition to the fees set forth in Section 7.1 and Exhibit B, Escrow Agent shall be entitled to reimbursement of all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees and disbursements if Escrow Agent reasonably determines that legal advice is necessary or advisable in connection with the performance of its duties, preparation or review of documents, or resolution of any dispute or uncertainty arising under this Agreement. Such expenses shall be reimbursed within thirty (30) calendar days after receipt of an invoice and supporting documentation from Escrow Agent.
Section 7.3 Lien. Escrow Agent shall have a first-priority lien on the Escrow Funds for the payment of any fees, expenses, and other amounts due and owing to Escrow Agent under this Agreement, including amounts due under Sections 7.1, 7.2, and 6.1; provided, however, that Escrow Agent shall provide not less than ten (10) business days' prior written notice to Buyer and Seller before exercising such lien, during which period Buyer and Seller shall have the opportunity to satisfy any amounts due directly to Escrow Agent. If Buyer and Seller fail to satisfy such amounts within such ten (10) business day period, Escrow Agent may deduct such amounts from the Escrow Funds. Any amounts so deducted shall reduce the Escrow Funds available for distribution under this Agreement.
ARTICLE VIII — LIMITATION OF LIABILITY OF ESCROW AGENT
Section 8.1 Limitation. Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, except to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that any loss, liability, or expense incurred by Buyer or Seller was caused by Escrow Agent's gross negligence or willful misconduct. In no event shall Escrow Agent be liable for any consequential, indirect, special, incidental, or punitive damages of any kind whatsoever, regardless of the form of the action and whether or not any such damages were foreseeable or whether Escrow Agent was advised of the possibility thereof.
Section 8.2 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay results, directly or indirectly, from acts of God, fire, flood, earthquake, or other natural disaster; strikes, lockouts, or labor disputes; war, insurrection, invasion, civil unrest, or armed conflict; terrorism or threats of terrorism; pandemic, epidemic, or public health emergency (including any government-mandated quarantine or restriction); governmental actions, orders, regulations, or embargoes; disruption of or failure in communication systems, power supply, or the internet; acts or omissions of any third-party service provider, clearing system, or settlement system; or any other cause or event beyond Escrow Agent's reasonable control (each, a "Force Majeure Event"). Escrow Agent shall use commercially reasonable efforts to resume performance as promptly as practicable following cessation of any Force Majeure Event and shall promptly notify Buyer and Seller of the occurrence and expected duration of any such event.
ARTICLE IX — GOVERNING LAW; JURISDICTION; DISPUTE RESOLUTION
Section 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction.
Section 9.2 Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if such court lacks subject matter jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, City of New York, in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, and any defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.
Section 9.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.3.
ARTICLE X — AUTHORIZED REPRESENTATIVES; NOTICES
Section 10.1 Authorized Representatives. Each Party shall designate one or more authorized representatives who are empowered to deliver and receive all instructions, notices, Claim Notices, Objection Notices, Joint Written Instructions, and other communications under this Agreement on behalf of such Party. The initial authorized representatives of each Party, together with their contact information, are as follows:
Buyer (Crestline Packaging Solutions LLC):
Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Email: sliu@crestlinepackaging.com
Telephone: (330) 555-7100
with copies to (which shall not constitute notice):
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford / Megan Chu
Email: hwexford@calderwoodharkness.com / mchu@calderwoodharkness.com
Telephone: (212) 555-4400
Seller (Allegheny Valley Packaging, Inc.):
Gerald W. Horvath, President Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001
Email: ghorvath@avpackaging.com
Telephone: (724) 555-3200
with copies to (which shall not constitute notice):
Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219
Attention: Nathan R. Feldstein
Email: nfeldstein@bsklaw.com
Telephone: (412) 555-6800
Escrow Agent (Atlantic Fiduciary Trust Company):
Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005
Email: rwhitaker@atlanticfiduciary.com
Telephone: (212) 555-9300
Specimen signature cards for the initial authorized representatives of each Party are attached hereto as Exhibit C and incorporated herein by reference.
Section 10.2 Notices. All notices, instructions, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made:
(a) when delivered in person to the authorized representative of the receiving Party;
(b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), with all fees prepaid and addressed to the applicable Party at the address set forth in Section 10.1 (or such other address as such Party may designate in accordance with this Section 10.2);
(c) when sent by electronic mail (with written confirmation of receipt, which may be by return electronic mail or other written acknowledgment) to the email address of the authorized representative of the receiving Party as set forth in Section 10.1 (or as updated by written notice in accordance with this Section 10.2); or
(d) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid, addressed to the applicable Party at the address set forth in Section 10.1 (or such other address as such Party may designate in accordance with this Section 10.2).
Any Party may change its address, email address, or designated recipient for notices by providing written notice of such change to each other Party in accordance with this Section 10.2.
Section 10.3 Change of Authorized Representatives. Any Party may change its authorized representative(s) by delivering written notice to the other Parties in accordance with Section 10.2, identifying the new authorized representative(s) and including specimen signature(s) for each such new authorized representative; provided, however, that such change shall not become effective until the second (2nd) business day following receipt of such notice by Escrow Agent. Until Escrow Agent has received such notice and the change has become effective, Escrow Agent shall be entitled to rely on the existing authorized representative designations and specimen signatures on file.
ARTICLE XI — TERMINATION
Section 11.1 Termination. This Agreement shall terminate automatically upon the distribution of all Escrow Funds from the Escrow Account in accordance with the terms hereof and the closing of the Escrow Account by Escrow Agent. Upon such termination, Escrow Agent shall be released and discharged from all obligations, duties, and liabilities under this Agreement, except for those obligations that expressly survive termination as set forth in Section 11.2, including, without limitation, Sections 6.1, 7.1, 7.2, and 8.1.
Section 11.2 Survival. The provisions of Article VI (Indemnification of Escrow Agent), Article VII (Compensation of Escrow Agent), and Article VIII (Limitation of Liability of Escrow Agent) shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding any distribution of the Escrow Funds or the termination of this Agreement, in each case until the expiration of the applicable statute of limitations with respect to the obligations described therein.
ARTICLE XII — GENERAL PROVISIONS
Section 12.1 Entire Agreement. This Agreement, together with the APA and the exhibits attached hereto (each of which is incorporated herein by reference), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, and agreements, whether written or oral, relating to such subject matter. In the event of any conflict between this Agreement and the APA with respect to the rights and obligations of Escrow Agent, the terms of this Agreement shall prevail.
Section 12.2 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument executed by all three Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies available at law or in equity.
Section 12.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign, transfer, or delegate its rights, interests, or obligations under this Agreement without the prior written consent of the other Parties hereto; provided, however, that Buyer may, without the consent of any other Party, assign its rights (but not its obligations) under this Agreement to (a) any affiliate of Buyer, or (b) any lender or agent as collateral security for obligations under any credit facility, including, without limitation, to Pinnacle National Bank, N.A., as Administrative Agent under that certain Credit Agreement, dated as of November 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among Buyer and the lenders party thereto. Any purported assignment in violation of this Section 12.3 shall be null and void.
Section 12.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement, and the application of such provision to other persons, entities, or circumstances, shall not be affected thereby, and each such remaining provision shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision is so held to be invalid, illegal, or unenforceable, the Parties shall use commercially reasonable efforts to negotiate in good faith a substitute provision that is valid, legal, and enforceable and that, to the greatest extent possible, achieves the intended economic, business, and legal purposes of the invalid, illegal, or unenforceable provision.
Section 12.5 Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile signature pages, electronic signature, or portable document format (PDF) transmitted by electronic mail), each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, PDF, or other electronic means shall be as effective as delivery of a manually executed original counterpart.
Section 12.6 No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
Section 12.7 Headings. The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of any provision of this Agreement.
Section 12.8 Relationship to APA. This Agreement is being entered into pursuant to and in accordance with the terms and conditions of the APA. The rights and obligations of Buyer and Seller under this Agreement are in addition to, and not in limitation or derogation of, their respective rights and obligations under the APA. Nothing in this Agreement shall be deemed to limit Buyer's right to seek indemnification under the APA by any means other than recourse to the Escrow Funds, except to the extent expressly provided in the APA.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be executed by their respective duly authorized representatives as of the date first written above.
CRESTLINE PACKAGING SOLUTIONS LLC (Buyer)
By: ________
Name: Sandra K. Liu
Title: General Counsel
Date: ________
ALLEGHENY VALLEY PACKAGING, INC. (Seller)
By: ________
Name: Gerald W. Horvath
Title: President
Date: ________
ATLANTIC FIDUCIARY TRUST COMPANY (Escrow Agent)
By: ________
Name: Robert D. Whitaker
Title: Vice President
Date: ________
EXHIBIT A
WIRE INSTRUCTIONS FOR ESCROW ACCOUNT
All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in United States Dollars in accordance with the following instructions:
Escrow Agent shall promptly notify Buyer and Seller in writing (which may be by electronic mail) upon receipt of funds in accordance with these wire instructions.
Any changes to the foregoing wire instructions shall be communicated by Escrow Agent to Buyer and Seller in writing at least five (5) business days prior to the effective date of any such change, and confirmed by telephone callback to the authorized representatives of Buyer and Seller.
EXHIBIT B
SCHEDULE OF ESCROW AGENT FEES
The following fees shall be charged by Atlantic Fiduciary Trust Company in connection with its services as Escrow Agent under this Agreement:
Additional Terms:
1. All fees are exclusive of applicable taxes. Any sales, use, value-added, or other taxes imposed on the services provided by Escrow Agent shall be borne by Buyer and Seller in accordance with Section 7.1.
2. In accordance with Section 7.1 of this Agreement, all fees set forth above shall be split equally (50% / 50%) between Buyer and Seller.
3. Out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, courier charges, publication costs, and reasonable legal fees and disbursements, shall be reimbursable in accordance with Section 7.2 of this Agreement.
4. Escrow Agent reserves the right to adjust the Annual Administration Fee upon thirty (30) calendar days' prior written notice to Buyer and Seller in the event of (a) a material increase in the scope of Escrow Agent's duties hereunder, or (b) extraordinary circumstances requiring significant additional effort or resources on the part of Escrow Agent.
5. Invoices for fees and expenses shall be submitted by Escrow Agent to each of Buyer and Seller at the addresses set forth in Section 10.1 of this Agreement. Payment shall be due within thirty (30) calendar days of receipt of each invoice.
EXHIBIT C
SPECIMEN SIGNATURE CARDS / AUTHORIZED REPRESENTATIVE CERTIFICATES
Certificate of Authorized Representative — Buyer
I, the undersigned, hereby certify that I am a duly authorized officer of Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and that the following individual is the authorized representative of Buyer for purposes of delivering and receiving all notices, instructions, Claim Notices, Joint Written Instructions, and other communications under that certain Escrow Agreement dated as of July 31, 2025, by and among Buyer, Allegheny Valley Packaging, Inc., and Atlantic Fiduciary Trust Company:
This certificate shall remain in effect until a replacement certificate is delivered to Escrow Agent in accordance with Section 10.3 of the Escrow Agreement.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Sandra K. Liu
Title: General Counsel
Date: ________
Certificate of Authorized Representative — Seller
I, the undersigned, hereby certify that I am a duly authorized officer of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"), and that the following individual is the authorized representative of Seller for purposes of delivering and receiving all notices, instructions, Objection Notices, Joint Written Instructions, and other communications under that certain Escrow Agreement dated as of July 31, 2025, by and among Crestline Packaging Solutions LLC, Seller, and Atlantic Fiduciary Trust Company:
This certificate shall remain in effect until a replacement certificate is delivered to Escrow Agent in accordance with Section 10.3 of the Escrow Agreement.
ALLEGHENY VALLEY PACKAGING, INC.
By: ________
Name: Gerald W. Horvath
Title: President
Date: ________