[sheet: Closing Checklist]

Item No.	Category	Document Description	Responsible Party	Delivery Status	Date Due	Date Completed	Notes
1	Transaction Documents	Mezzanine Credit Agreement (Execution Version) — among Crestline Packaging Solutions LLC, as Borrower, and Ironwood Capital Finance LLC, as Lender; $20,000,000 subordinated secured mezzanine term loan; dated April 22, 2021; governed by New York law	Calderwood & Harkness LLP / Whitfield & Rao LLP	Executed	April 22, 2021	April 22, 2021	Interest: 10.50% (1,050 bps) — 8.00% cash pay / 2.50% PIK; Maturity: May 7, 2026; Origination Fee: $400,000 (2.00%)
2	Transaction Documents	Mezzanine Promissory Note — $20,000,000 original principal amount issued by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC; dated April 22, 2021	Calderwood & Harkness LLP	Executed	April 22, 2021	April 22, 2021	Evidences obligations under Mezzanine Credit Agreement; 10.50% per annum; maturity May 7, 2026; governed by New York law
3	Transaction Documents	Security Agreement (Second Lien) — by Crestline Packaging Solutions LLC and Crestline Coatings Inc. (Grantors) in favor of Ironwood Capital Finance LLC; second-priority security interest in substantially all assets; dated April 22, 2021	Calderwood & Harkness LLP	Executed	April 22, 2021	April 22, 2021	Covers equipment, inventory, accounts receivable, intellectual property (trademarks, trade secrets — coating formulations), general intangibles; second lien subordinated to Pinnacle first-priority liens; governed by New York law
4	Transaction Documents	Intercreditor Agreement — among Pinnacle Commercial Bank, N.A. (Senior Agent), Ironwood Capital Finance LLC (Mezzanine Lender), acknowledged by Crestline Packaging Solutions LLC (Borrower); dated April 22, 2021	Calderwood & Harkness LLP / Whitfield & Rao LLP / Tavrenis & Lennox LLP	Executed	April 22, 2021	April 22, 2021	Lien priority: Pinnacle first lien, Ironwood second lien; 180-day standstill period; payment blockage mechanics; turnover provisions; form agreed April 12, 2021; governed by New York law
5	Transaction Documents	Pledge Agreement — by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC pledging 100% of membership interests in Crestline Coatings Inc. (Ohio corporation, OH SOS Filing No. 4389201); dated April 22, 2021	Calderwood & Harkness LLP	Executed	April 22, 2021	April 22, 2021	Second-priority pledge; subject to Intercreditor Agreement; governed by New York law
6	Transaction Documents	Warrant Agreement — between Crestline Packaging Solutions LLC and Ironwood Capital Finance LLC; detachable warrants for 2.5% of fully diluted equity of Crestline; exercise price $1.00 per unit; dated April 22, 2021	Calderwood & Harkness LLP / Whitfield & Rao LLP	Executed	April 22, 2021	April 22, 2021	Anti-dilution provisions; transfer restrictions; put/call mechanics; piggyback registration rights; governed by New York law
7	Borrower Deliverables	Borrower's Counsel Legal Opinion — Calderwood & Harkness LLP opinion letter addressed to Ironwood Capital Finance LLC; dated April 22, 2021	Calderwood & Harkness LLP (Philip Hartmann)	Executed	April 22, 2021	April 22, 2021	Opines on due organization of CPS (OH LLC, SOS No. 4217835) and CCI (OH Corp, SOS No. 4389201); corporate authority; enforceability under NY law; no conflicts; perfection of second-priority security interests; signed by Philip Hartmann
8	Borrower Deliverables	Secretary's / Officer's Certificate — Crestline Packaging Solutions LLC; delivered by Patricia Gallagher (CFO) and Raymond Cho (General Counsel); dated April 22, 2021	Calderwood & Harkness LLP / Crestline	Executed	April 22, 2021	April 22, 2021	Certifies incumbency; attaches member resolutions authorizing $20M mezzanine financing; true copies of Operating Agreement and Certificate of Formation; confirms no default or MAE
9	Borrower Deliverables	Certificate of Good Standing — Crestline Packaging Solutions LLC; Ohio Secretary of State	Crestline / Calderwood & Harkness LLP	Completed	April 22, 2021	April 20, 2021	OH SOS Filing No. 4217835; EIN 31-1784562
10	Borrower Deliverables	Certificate of Good Standing — Crestline Coatings Inc.; Ohio Secretary of State	Crestline / Calderwood & Harkness LLP	Completed	April 22, 2021	April 20, 2021	OH SOS Filing No. 4389201; EIN 31-2093417
11	Borrower Deliverables	Certified copies of Organizational Documents — Crestline Packaging Solutions LLC (Certificate of Formation, Operating Agreement)	Crestline	Completed	April 22, 2021	April 19, 2021	Attached to Officer's Certificate
12	Borrower Deliverables	Certified copies of Organizational Documents — Crestline Coatings Inc. (Articles of Incorporation, Bylaws)	Crestline	Completed	April 22, 2021	April 19, 2021	Attached to Officer's Certificate
13	Borrower Deliverables	Member Resolutions of Crestline Packaging Solutions LLC authorizing the Mezzanine Financing and related transactions	Crestline (Raymond Cho)	Completed	April 22, 2021	April 19, 2021	Approved by members holding 78% (Ridgeway Capital Partners Fund III, L.P.) and 22% (management/founders)
14	Borrower Deliverables	Board Resolutions of Crestline Coatings Inc. authorizing the Security Agreement and Pledge Agreement	Crestline (Raymond Cho)	Completed	April 22, 2021	April 19, 2021	Wholly owned subsidiary of CPS
15	Third-Party Consents	Pinnacle Commercial Bank, N.A. — Consent Letter to the Mezzanine Financing; dated March 15, 2021	Tavrenis & Lennox LLP / Pinnacle (Todd Brennan)	Completed	April 22, 2021	March 15, 2021	Consent from Senior Lender / Agent under Senior Credit Agreement dated September 12, 2019; permits subordinated mezzanine debt and second-priority liens
16	Third-Party Consents	Sponsor Consent — Ridgeway Capital Partners Fund III, L.P. consent to mezzanine financing and warrant issuance	Ridgeway (Jonathan Hale / Annika Westergaard)	Completed	April 22, 2021	April 15, 2021	78% equity holder; includes consent to 2.5% warrant dilution; equity co-invest of $8,500,000 confirmed
17	Security / Collateral Documents	UCC-1 Financing Statement — Crestline Packaging Solutions LLC (Debtor), Ironwood Capital Finance LLC (Secured Party); to be filed with Ohio Secretary of State	Calderwood & Harkness LLP	Pending — Post-Closing	May 6, 2021	Due within 10 business days of closing; covers all personal property collateral
18	Security / Collateral Documents	UCC-1 Financing Statement — Crestline Coatings Inc. (Debtor), Ironwood Capital Finance LLC (Secured Party); to be filed with Ohio Secretary of State	Calderwood & Harkness LLP	Pending — Post-Closing	May 6, 2021	Due within 10 business days of closing
19	Security / Collateral Documents	Second Lien Mortgage — on real property at 4510 Harshman Road, Dayton, OH 45424; to be recorded with Montgomery County, OH Recorder's Office	Calderwood & Harkness LLP	Pending — Post-Closing	May 22, 2021	Due within 30 days of closing; second lien behind Pinnacle first-lien mortgage
20	Lender Deliverables	Ironwood Capital Finance LLC — executed counterpart signature pages to Mezzanine Credit Agreement and all ancillary documents	Whitfield & Rao LLP (Naveen Rao / Juliana Cortez)	Executed	April 22, 2021	April 22, 2021
21	Lender Deliverables	Ironwood Capital Finance LLC — wire transfer instructions for funding	Ironwood (Derek Calloway / Sarah Yun)	Completed	April 22, 2021	April 21, 2021	Wire from Ironwood; see Funds Flow tab for details
22	Post-Closing Items	Filing of UCC-1 Financing Statements with Ohio Secretary of State (Items 17–18)	Calderwood & Harkness LLP (Marcus Leung)	Pending	May 6, 2021	10 business days post-closing
23	Post-Closing Items	Recording of Second Lien Mortgage with Montgomery County, OH Recorder's Office (Item 19)	Calderwood & Harkness LLP (Marcus Leung)	Pending	May 22, 2021	30 days post-closing
24	Post-Closing Items	Delivery of updated insurance certificates naming Ironwood Capital Finance LLC as additional insured and loss payee	Crestline (Patricia Gallagher)	Pending	May 7, 2021	Per Mezzanine Credit Agreement post-closing requirements

25	Post-Closing Items	Delivery of landlord consents (if applicable)	Crestline (Raymond Cho)	Pending	May 7, 2021	To be confirmed whether Dayton facility is leased or owned; if owned, not applicable
26	Post-Closing Items	Post-closing letter delivered by Calderwood & Harkness LLP to Crestline (attn: Raymond Cho) identifying all outstanding items and deadlines	Calderwood & Harkness LLP (Lisa Morrow)	Completed	April 23, 2021	April 23, 2021	Final post-closing deadline: May 7, 2021 per Mezzanine Credit Agreement

[sheet: Funds Flow]

Item No.	Description	Payor	Payee	Receiving Bank / Account	Amount	Notes
1	Gross Mezzanine Loan Proceeds	Ironwood Capital Finance LLC	Crestline Packaging Solutions LLC	Crestline operating account at Pinnacle Commercial Bank, N.A., 127 Public Square, Suite 4000, Cleveland, OH 44114	$20,000,000.00	Per Mezzanine Credit Agreement dated April 22, 2021
2	Less: Origination Fee (2.00% of $20,000,000)	Netted at closing	Ironwood Capital Finance LLC	Retained / netted from wire	($400,000.00)	2.00% × $20,000,000 = $400,000; fee payable to Ironwood at closing
3	Net Wire to Crestline Operating Account	Ironwood Capital Finance LLC	Crestline Packaging Solutions LLC	Crestline operating account at Pinnacle Commercial Bank, N.A., 127 Public Square, Suite 4000, Cleveland, OH 44114	$19,600,000.00	= $20,000,000 − $400,000; wire date: April 23, 2021
TOTAL NET FUNDING	$19,600,000.00	Net proceeds delivered to Borrower on April 23, 2021

[sheet: Capital Structure Summary]

Tranche	Lender / Holder	Commitment / Face Amount	Outstanding Balance	Interest Rate	Maturity Date	Lien Priority	Notes
Senior Revolving Credit Facility	Pinnacle Commercial Bank, N.A.	$35,000,000	$18,200,000	LIBOR + 225 bps	September 12, 2024	First Lien	Per Senior Credit Agreement dated September 12, 2019; drawn as of February 1, 2021
Senior Term Loan A	Pinnacle Commercial Bank, N.A.	$25,000,000 (original)	$21,875,000	LIBOR + 275 bps	September 12, 2025	First Lien	Per Senior Credit Agreement dated September 12, 2019; outstanding as of February 1, 2021
Mezzanine Term Loan	Ironwood Capital Finance LLC	$20,000,000	$20,000,000	10.50% fixed (1,050 bps): 8.00% cash pay / 2.50% PIK	May 7, 2026	Second Lien	Per Mezzanine Credit Agreement dated April 22, 2021; quarterly interest payments; prepayment premiums: Yr1 103 / Yr2 102 / Yr3 101 / Yr4-5 par
Equity	Ridgeway Capital Partners Fund III, L.P. (78%) / Management & Founders (22%)	N/A	N/A	N/A	N/A	N/A	Ridgeway Fund III: $650M fund (2017 vintage); equity co-invest of $8,500,000 for Dayton expansion; Ironwood warrant for 2.5% fully diluted equity at $1.00/unit
TOTAL FUNDED DEBT (Post-Close)	$80,000,000	$60,075,000	Total Senior Debt: $40,075,000; Total Mezzanine Debt: $20,000,000

KEY FINANCIAL METRICS (Post-Close)

2020 Revenue	$87,300,000
2020 EBITDA	$14,100,000
Total Leverage Ratio (Post-Close)	4.26x	$60,075,000 ÷ $14,100,000 = 4.26x
Senior Leverage Ratio (Post-Close)	2.84x	$40,075,000 ÷ $14,100,000 = 2.84x
Max Total Leverage Covenant	4.75x	Covenant Headroom: 4.75x − 4.26x = 0.49x cushion
Minimum EBITDA Covenant	$12,500,000	TTM, quarterly test
Minimum FCCR Covenant	1.15x	Quarterly test
CapEx Limit	$8,000,000/year	Excluding Permitted Expansion CapEx of up to $28,500,000 in FY2021–2022
Total Project Cost (Dayton Expansion)	$28,500,000	$20,000,000 mezzanine + $8,500,000 Ridgeway equity co-invest

[sheet: Key Dates & Contacts]

Date	Event / Milestone	Responsible Party	Status
September 12, 2019	Senior Credit Agreement executed (Pinnacle / Crestline) — $35M revolver + $25M Term Loan A	Pinnacle Commercial Bank, N.A. / Crestline	Completed
February 8, 2021	Matter opened; Calderwood & Harkness LLP engaged as Borrower's Counsel (Matter No. 1006-00001)	Calderwood & Harkness LLP (Philip Hartmann)	Completed
February 22, 2021	Ironwood term sheet signed	Ironwood (Derek Calloway) / Crestline (Gerald F. Novak)	Completed
March 1, 2021	Due diligence commenced	Calderwood & Harkness LLP (Lisa Morrow, Marcus Leung)	Completed
March 15, 2021	Pinnacle consent letter received	Tavrenis & Lennox LLP (Margaret Lennox) / Pinnacle (Todd Brennan)	Completed
March 29, 2021	Initial draft Mezzanine Credit Agreement circulated by Calderwood & Harkness LLP	Calderwood & Harkness LLP	Completed
April 5, 2021	Whitfield & Rao LLP markup returned	Whitfield & Rao LLP (Naveen Rao, Juliana Cortez)	Completed
April 12, 2021	Intercreditor Agreement — form agreed among all three counsel	Calderwood & Harkness LLP / Whitfield & Rao LLP / Tavrenis & Lennox LLP	Completed
April 22, 2021	Signing and closing of Mezzanine Credit Agreement and all ancillary documents	All parties	Completed
April 23, 2021	Funding date — $19,600,000 net wire (after $400,000 origination fee) from Ironwood to Crestline operating account at Pinnacle	Ironwood / Crestline	Completed
May 7, 2021	Post-closing deliverables deadline (UCC filings, insurance certificates, landlord consents); matter closed	Calderwood & Harkness LLP / Crestline	Target
September 12, 2024	Senior Revolver maturity	Pinnacle / Crestline	Future
September 12, 2025	Senior Term Loan A maturity	Pinnacle / Crestline	Future
May 7, 2026	Mezzanine maturity date	N/A	Future

[sheet: Contacts]

Organization	Role	Contact Name	Title	Address
Crestline Packaging Solutions LLC	Borrower	Gerald F. Novak	CEO	4510 Harshman Road, Dayton, OH 45424
Crestline Packaging Solutions LLC	Borrower	Patricia "Trish" Gallagher	CFO	4510 Harshman Road, Dayton, OH 45424
Crestline Packaging Solutions LLC	Borrower	Raymond Cho	General Counsel	4510 Harshman Road, Dayton, OH 45424
Ironwood Capital Finance LLC	Mezzanine Lender	Derek Calloway	Managing Director / Deal Lead	600 Lexington Avenue, 22nd Floor, New York, NY 10022
Ironwood Capital Finance LLC	Mezzanine Lender	Sarah Yun	Vice President	600 Lexington Avenue, 22nd Floor, New York, NY 10022
Pinnacle Commercial Bank, N.A.	Senior Lender / Agent	Todd Brennan	Relationship Manager	127 Public Square, Suite 4000, Cleveland, OH 44114
Ridgeway Capital Partners Fund III, L.P.	Equity Sponsor	Jonathan Hale	Managing Partner (Ridgeway Capital Management III LLC, GP)	200 Park Avenue South, Suite 3100, New York, NY 10003
Ridgeway Capital Partners Fund III, L.P.	Equity Sponsor / Board Observer	Annika Westergaard	Principal	200 Park Avenue South, Suite 3100, New York, NY 10003
Calderwood & Harkness LLP	Borrower's Counsel	Philip Hartmann	Responsible Partner, Banking & Finance	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP	Borrower's Counsel	Claudia Merritt	Billing Partner, Banking & Finance	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP	Borrower's Counsel	Lisa Morrow	Lead Associate, Banking & Finance	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP	Borrower's Counsel	Marcus Leung	Working Associate, Banking & Finance	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Whitfield & Rao LLP	Lender's Counsel (Ironwood)	Naveen Rao	Lead Partner	51 West 52nd Street, 34th Floor, New York, NY 10019
Whitfield & Rao LLP	Lender's Counsel (Ironwood)	Juliana Cortez	Senior Associate	51 West 52nd Street, 34th Floor, New York, NY 10019
Tavrenis & Lennox LLP	Senior Lender's Counsel (Pinnacle)	Margaret Lennox	Lead Partner	200 Superior Avenue, Suite 2600, Cleveland, OH 44114
Braddock & Associates CPAs	Independent Auditor (Crestline)	Kenneth Braddock	Engagement Partner	33 West First Street, Suite 800, Dayton, OH 45402

[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | Delivery Status | Date Due | Date Completed | Notes
1 | Transaction Documents | Mezzanine Credit Agreement (Execution Version) — among Crestline Packaging Solutions LLC, as Borrower, and Ironwood Capital Finance LLC, as Lender; $20,000,000 subordinated secured mezzanine term loan; dated April 22, 2021; governed by New York law | Calderwood & Harkness LLP / Whitfield & Rao LLP | Executed | April 22, 2021 | April 22, 2021 | Interest: 10.50% (1,050 bps) — 8.00% cash pay / 2.50% PIK; Maturity: May 7, 2026; Origination Fee: $400,000 (2.00%)
2 | Transaction Documents | Mezzanine Promissory Note — $20,000,000 original principal amount issued by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC; dated April 22, 2021 | Calderwood & Harkness LLP | Executed | April 22, 2021 | April 22, 2021 | Evidences obligations under Mezzanine Credit Agreement; 10.50% per annum; maturity May 7, 2026; governed by New York law
3 | Transaction Documents | Security Agreement (Second Lien) — by Crestline Packaging Solutions LLC and Crestline Coatings Inc. (Grantors) in favor of Ironwood Capital Finance LLC; second-priority security interest in substantially all assets; dated April 22, 2021 | Calderwood & Harkness LLP | Executed | April 22, 2021 | April 22, 2021 | Covers equipment, inventory, accounts receivable, intellectual property (trademarks, trade secrets — coating formulations), general intangibles; second lien subordinated to Pinnacle first-priority liens; governed by New York law
4 | Transaction Documents | Intercreditor Agreement — among Pinnacle Commercial Bank, N.A. (Senior Agent), Ironwood Capital Finance LLC (Mezzanine Lender), acknowledged by Crestline Packaging Solutions LLC (Borrower); dated April 22, 2021 | Calderwood & Harkness LLP / Whitfield & Rao LLP / Tavrenis & Lennox LLP | Executed | April 22, 2021 | April 22, 2021 | Lien priority: Pinnacle first lien, Ironwood second lien; 180-day standstill period; payment blockage mechanics; turnover provisions; form agreed April 12, 2021; governed by New York law
5 | Transaction Documents | Pledge Agreement — by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC pledging 100% of membership interests in Crestline Coatings Inc. (Ohio corporation, OH SOS Filing No. 4389201); dated April 22, 2021 | Calderwood & Harkness LLP | Executed | April 22, 2021 | April 22, 2021 | Second-priority pledge; subject to Intercreditor Agreement; governed by New York law
6 | Transaction Documents | Warrant Agreement — between Crestline Packaging Solutions LLC and Ironwood Capital Finance LLC; detachable warrants for 2.5% of fully diluted equity of Crestline; exercise price $1.00 per unit; dated April 22, 2021 | Calderwood & Harkness LLP / Whitfield & Rao LLP | Executed | April 22, 2021 | April 22, 2021 | Anti-dilution provisions; transfer restrictions; put/call mechanics; piggyback registration rights; governed by New York law
7 | Borrower Deliverables | Borrower's Counsel Legal Opinion — Calderwood & Harkness LLP opinion letter addressed to Ironwood Capital Finance LLC; dated April 22, 2021 | Calderwood & Harkness LLP (Philip Hartmann) | Executed | April 22, 2021 | April 22, 2021 | Opines on due organization of CPS (OH LLC, SOS No. 4217835) and CCI (OH Corp, SOS No. 4389201); corporate authority; enforceability under NY law; no conflicts; perfection of second-priority security interests; signed by Philip Hartmann
8 | Borrower Deliverables | Secretary's / Officer's Certificate — Crestline Packaging Solutions LLC; delivered by Patricia Gallagher (CFO) and Raymond Cho (General Counsel); dated April 22, 2021 | Calderwood & Harkness LLP / Crestline | Executed | April 22, 2021 | April 22, 2021 | Certifies incumbency; attaches member resolutions authorizing $20M mezzanine financing; true copies of Operating Agreement and Certificate of Formation; confirms no default or MAE
9 | Borrower Deliverables | Certificate of Good Standing — Crestline Packaging Solutions LLC; Ohio Secretary of State | Crestline / Calderwood & Harkness LLP | Completed | April 22, 2021 | April 20, 2021 | OH SOS Filing No. 4217835; EIN 31-1784562
10 | Borrower Deliverables | Certificate of Good Standing — Crestline Coatings Inc.; Ohio Secretary of State | Crestline / Calderwood & Harkness LLP | Completed | April 22, 2021 | April 20, 2021 | OH SOS Filing No. 4389201; EIN 31-2093417
11 | Borrower Deliverables | Certified copies of Organizational Documents — Crestline Packaging Solutions LLC (Certificate of Formation, Operating Agreement) | Crestline | Completed | April 22, 2021 | April 19, 2021 | Attached to Officer's Certificate
12 | Borrower Deliverables | Certified copies of Organizational Documents — Crestline Coatings Inc. (Articles of Incorporation, Bylaws) | Crestline | Completed | April 22, 2021 | April 19, 2021 | Attached to Officer's Certificate
13 | Borrower Deliverables | Member Resolutions of Crestline Packaging Solutions LLC authorizing the Mezzanine Financing and related transactions | Crestline (Raymond Cho) | Completed | April 22, 2021 | April 19, 2021 | Approved by members holding 78% (Ridgeway Capital Partners Fund III, L.P.) and 22% (management/founders)
14 | Borrower Deliverables | Board Resolutions of Crestline Coatings Inc. authorizing the Security Agreement and Pledge Agreement | Crestline (Raymond Cho) | Completed | April 22, 2021 | April 19, 2021 | Wholly owned subsidiary of CPS
15 | Third-Party Consents | Pinnacle Commercial Bank, N.A. — Consent Letter to the Mezzanine Financing; dated March 15, 2021 | Tavrenis & Lennox LLP / Pinnacle (Todd Brennan) | Completed | April 22, 2021 | March 15, 2021 | Consent from Senior Lender / Agent under Senior Credit Agreement dated September 12, 2019; permits subordinated mezzanine debt and second-priority liens
16 | Third-Party Consents | Sponsor Consent — Ridgeway Capital Partners Fund III, L.P. consent to mezzanine financing and warrant issuance | Ridgeway (Jonathan Hale / Annika Westergaard) | Completed | April 22, 2021 | April 15, 2021 | 78% equity holder; includes consent to 2.5% warrant dilution; equity co-invest of $8,500,000 confirmed
17 | Security / Collateral Documents | UCC-1 Financing Statement — Crestline Packaging Solutions LLC (Debtor), Ironwood Capital Finance LLC (Secured Party); to be filed with Ohio Secretary of State | Calderwood & Harkness LLP | Pending — Post-Closing | May 6, 2021 | Due within 10 business days of closing; covers all personal property collateral
18 | Security / Collateral Documents | UCC-1 Financing Statement — Crestline Coatings Inc. (Debtor), Ironwood Capital Finance LLC (Secured Party); to be filed with Ohio Secretary of State | Calderwood & Harkness LLP | Pending — Post-Closing | May 6, 2021 | Due within 10 business days of closing
19 | Security / Collateral Documents | Second Lien Mortgage — on real property at 4510 Harshman Road, Dayton, OH 45424; to be recorded with Montgomery County, OH Recorder's Office | Calderwood & Harkness LLP | Pending — Post-Closing | May 22, 2021 | Due within 30 days of closing; second lien behind Pinnacle first-lien mortgage
20 | Lender Deliverables | Ironwood Capital Finance LLC — executed counterpart signature pages to Mezzanine Credit Agreement and all ancillary documents | Whitfield & Rao LLP (Naveen Rao / Juliana Cortez) | Executed | April 22, 2021 | April 22, 2021
21 | Lender Deliverables | Ironwood Capital Finance LLC — wire transfer instructions for funding | Ironwood (Derek Calloway / Sarah Yun) | Completed | April 22, 2021 | April 21, 2021 | Wire from Ironwood; see Funds Flow tab for details
22 | Post-Closing Items | Filing of UCC-1 Financing Statements with Ohio Secretary of State (Items 17–18) | Calderwood & Harkness LLP (Marcus Leung) | Pending | May 6, 2021 | 10 business days post-closing
23 | Post-Closing Items | Recording of Second Lien Mortgage with Montgomery County, OH Recorder's Office (Item 19) | Calderwood & Harkness LLP (Marcus Leung) | Pending | May 22, 2021 | 30 days post-closing
24 | Post-Closing Items | Delivery of updated insurance certificates naming Ironwood Capital Finance LLC as additional insured and loss payee | Crestline (Patricia Gallagher) | Pending | May 7, 2021 | Per Mezzanine Credit Agreement post-closing requirements
25 | Post-Closing Items | Delivery of landlord consents (if applicable) | Crestline (Raymond Cho) | Pending | May 7, 2021 | To be confirmed whether Dayton facility is leased or owned; if owned, not applicable
26 | Post-Closing Items | Post-closing letter delivered by Calderwood & Harkness LLP to Crestline (attn: Raymond Cho) identifying all outstanding items and deadlines | Calderwood & Harkness LLP (Lisa Morrow) | Completed | April 23, 2021 | April 23, 2021 | Final post-closing deadline: May 7, 2021 per Mezzanine Credit Agreement
[sheet: Funds Flow]
Item No. | Description | Payor | Payee | Receiving Bank / Account | Amount | Notes
1 | Gross Mezzanine Loan Proceeds | Ironwood Capital Finance LLC | Crestline Packaging Solutions LLC | Crestline operating account at Pinnacle Commercial Bank, N.A., 127 Public Square, Suite 4000, Cleveland, OH 44114 | $20,000,000.00 | Per Mezzanine Credit Agreement dated April 22, 2021
2 | Less: Origination Fee (2.00% of $20,000,000) | Netted at closing | Ironwood Capital Finance LLC | Retained / netted from wire | ($400,000.00) | 2.00% × $20,000,000 = $400,000; fee payable to Ironwood at closing
3 | Net Wire to Crestline Operating Account | Ironwood Capital Finance LLC | Crestline Packaging Solutions LLC | Crestline operating account at Pinnacle Commercial Bank, N.A., 127 Public Square, Suite 4000, Cleveland, OH 44114 | $19,600,000.00 | = $20,000,000 − $400,000; wire date: April 23, 2021
TOTAL NET FUNDING | $19,600,000.00 | Net proceeds delivered to Borrower on April 23, 2021
[sheet: Capital Structure Summary]
Tranche | Lender / Holder | Commitment / Face Amount | Outstanding Balance | Interest Rate | Maturity Date | Lien Priority | Notes
Senior Revolving Credit Facility | Pinnacle Commercial Bank, N.A. | $35,000,000 | $18,200,000 | LIBOR + 225 bps | September 12, 2024 | First Lien | Per Senior Credit Agreement dated September 12, 2019; drawn as of February 1, 2021
Senior Term Loan A | Pinnacle Commercial Bank, N.A. | $25,000,000 (original) | $21,875,000 | LIBOR + 275 bps | September 12, 2025 | First Lien | Per Senior Credit Agreement dated September 12, 2019; outstanding as of February 1, 2021
Mezzanine Term Loan | Ironwood Capital Finance LLC | $20,000,000 | $20,000,000 | 10.50% fixed (1,050 bps): 8.00% cash pay / 2.50% PIK | May 7, 2026 | Second Lien | Per Mezzanine Credit Agreement dated April 22, 2021; quarterly interest payments; prepayment premiums: Yr1 103 / Yr2 102 / Yr3 101 / Yr4-5 par
Equity | Ridgeway Capital Partners Fund III, L.P. (78%) / Management & Founders (22%) | N/A | N/A | N/A | N/A | N/A | Ridgeway Fund III: $650M fund (2017 vintage); equity co-invest of $8,500,000 for Dayton expansion; Ironwood warrant for 2.5% fully diluted equity at $1.00/unit
TOTAL FUNDED DEBT (Post-Close) | $80,000,000 | $60,075,000 | Total Senior Debt: $40,075,000; Total Mezzanine Debt: $20,000,000
KEY FINANCIAL METRICS (Post-Close)
2020 Revenue | $87,300,000
2020 EBITDA | $14,100,000
Total Leverage Ratio (Post-Close) | 4.26x | $60,075,000 ÷ $14,100,000 = 4.26x
Senior Leverage Ratio (Post-Close) | 2.84x | $40,075,000 ÷ $14,100,000 = 2.84x
Max Total Leverage Covenant | 4.75x | Covenant Headroom: 4.75x − 4.26x = 0.49x cushion
Minimum EBITDA Covenant | $12,500,000 | TTM, quarterly test
Minimum FCCR Covenant | 1.15x | Quarterly test
CapEx Limit | $8,000,000/year | Excluding Permitted Expansion CapEx of up to $28,500,000 in FY2021–2022
Total Project Cost (Dayton Expansion) | $28,500,000 | $20,000,000 mezzanine + $8,500,000 Ridgeway equity co-invest
[sheet: Key Dates & Contacts]
Date | Event / Milestone | Responsible Party | Status
September 12, 2019 | Senior Credit Agreement executed (Pinnacle / Crestline) — $35M revolver + $25M Term Loan A | Pinnacle Commercial Bank, N.A. / Crestline | Completed
February 8, 2021 | Matter opened; Calderwood & Harkness LLP engaged as Borrower's Counsel (Matter No. 1006-00001) | Calderwood & Harkness LLP (Philip Hartmann) | Completed
February 22, 2021 | Ironwood term sheet signed | Ironwood (Derek Calloway) / Crestline (Gerald F. Novak) | Completed
March 1, 2021 | Due diligence commenced | Calderwood & Harkness LLP (Lisa Morrow, Marcus Leung) | Completed
March 15, 2021 | Pinnacle consent letter received | Tavrenis & Lennox LLP (Margaret Lennox) / Pinnacle (Todd Brennan) | Completed
March 29, 2021 | Initial draft Mezzanine Credit Agreement circulated by Calderwood & Harkness LLP | Calderwood & Harkness LLP | Completed
April 5, 2021 | Whitfield & Rao LLP markup returned | Whitfield & Rao LLP (Naveen Rao, Juliana Cortez) | Completed
April 12, 2021 | Intercreditor Agreement — form agreed among all three counsel | Calderwood & Harkness LLP / Whitfield & Rao LLP / Tavrenis & Lennox LLP | Completed
April 22, 2021 | Signing and closing of Mezzanine Credit Agreement and all ancillary documents | All parties | Completed
April 23, 2021 | Funding date — $19,600,000 net wire (after $400,000 origination fee) from Ironwood to Crestline operating account at Pinnacle | Ironwood / Crestline | Completed
May 7, 2021 | Post-closing deliverables deadline (UCC filings, insurance certificates, landlord consents); matter closed | Calderwood & Harkness LLP / Crestline | Target
September 12, 2024 | Senior Revolver maturity | Pinnacle / Crestline | Future
September 12, 2025 | Senior Term Loan A maturity | Pinnacle / Crestline | Future
May 7, 2026 | Mezzanine maturity date | N/A | Future
[sheet: Contacts]
Organization | Role | Contact Name | Title | Address
Crestline Packaging Solutions LLC | Borrower | Gerald F. Novak | CEO | 4510 Harshman Road, Dayton, OH 45424
Crestline Packaging Solutions LLC | Borrower | Patricia "Trish" Gallagher | CFO | 4510 Harshman Road, Dayton, OH 45424
Crestline Packaging Solutions LLC | Borrower | Raymond Cho | General Counsel | 4510 Harshman Road, Dayton, OH 45424
Ironwood Capital Finance LLC | Mezzanine Lender | Derek Calloway | Managing Director / Deal Lead | 600 Lexington Avenue, 22nd Floor, New York, NY 10022
Ironwood Capital Finance LLC | Mezzanine Lender | Sarah Yun | Vice President | 600 Lexington Avenue, 22nd Floor, New York, NY 10022
Pinnacle Commercial Bank, N.A. | Senior Lender / Agent | Todd Brennan | Relationship Manager | 127 Public Square, Suite 4000, Cleveland, OH 44114
Ridgeway Capital Partners Fund III, L.P. | Equity Sponsor | Jonathan Hale | Managing Partner (Ridgeway Capital Management III LLC, GP) | 200 Park Avenue South, Suite 3100, New York, NY 10003
Ridgeway Capital Partners Fund III, L.P. | Equity Sponsor / Board Observer | Annika Westergaard | Principal | 200 Park Avenue South, Suite 3100, New York, NY 10003
Calderwood & Harkness LLP | Borrower's Counsel | Philip Hartmann | Responsible Partner, Banking & Finance | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP | Borrower's Counsel | Claudia Merritt | Billing Partner, Banking & Finance | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP | Borrower's Counsel | Lisa Morrow | Lead Associate, Banking & Finance | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Calderwood & Harkness LLP | Borrower's Counsel | Marcus Leung | Working Associate, Banking & Finance | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Whitfield & Rao LLP | Lender's Counsel (Ironwood) | Naveen Rao | Lead Partner | 51 West 52nd Street, 34th Floor, New York, NY 10019
Whitfield & Rao LLP | Lender's Counsel (Ironwood) | Juliana Cortez | Senior Associate | 51 West 52nd Street, 34th Floor, New York, NY 10019
Tavrenis & Lennox LLP | Senior Lender's Counsel (Pinnacle) | Margaret Lennox | Lead Partner | 200 Superior Avenue, Suite 2600, Cleveland, OH 44114
Braddock & Associates CPAs | Independent Auditor (Crestline) | Kenneth Braddock | Engagement Partner | 33 West First Street, Suite 800, Dayton, OH 45402

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts