1006-00003 · Crestline Packaging Solutions LLC · Diligence/Phase II Oversight

phase-ii-sow-review-clarksburg.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL

CALDERWOOD & HARKNESS LLP Attorneys at Law 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4800 Facsimile: (216) 555-4801 www.calderwoodharkness.com

September 20, 2022

Via Email (komalley@terraverdenv.com) and First-Class Mail

Kevin O'Malley, P.G. Project Manager TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, OH 43240

Re: Phase II Environmental Site Assessment — Proposed Scope of Work Review and Comments

Site: Clarksburg Resin Blending Facility, 1875 Route 50 West, Clarksburg, WV 26301 Harrison County, West Virginia Parcel ID: 04-0012-0056-0000

Client: Crestline Packaging Solutions LLC

C&H Matter No.: 1006-00003

Dear Mr. O'Malley:

1. Introduction and Purpose

This letter provides Calderwood & Harkness LLP's formal review of and detailed comments on TerraVerde Environmental Consulting LLC's ("TerraVerde") proposed Phase II Environmental Site Assessment Scope of Work for the Clarksburg Resin Blending Facility (the "Clarksburg Facility" or the "Site"), dated September 14, 2022 (the "Proposed SOW"). We have reviewed the Proposed SOW carefully and provide herein our approval, subject to certain modifications and clarifications, as set forth more fully below.

As you are aware, Calderwood & Harkness represents Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402, in connection with Crestline's proposed acquisition of 100% of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation. The Phase II investigation at the Clarksburg Facility is being conducted as an integral component of the broader environmental due diligence workstream authorized under C&H Matter No. 1006-00003, which encompasses environmental assessments at multiple ACC-operated facilities in West Virginia, Pennsylvania, and Ohio.

This review was prepared by Harrison Caldwell, Of Counsel, Environmental & Land Use Practice Group, in consultation with Grace Nakamura, Lead Associate, Real Estate Practice Group, and with substantive input from Crestline's Vice President of Environmental Health & Safety, Patricia Okonkwo, who has reviewed and concurred with the technical comments set forth herein.

In preparing our comments, we have relied upon and make reference to TerraVerde's Phase I Environmental Site Assessment for the Clarksburg Facility, dated August 22, 2022 (the "Phase I ESA"), prepared by Kevin O'Malley, P.G. (Project Manager) and Dr. Nina Sorensen, P.E., CHMM (Principal-in-Charge). As discussed in further detail in Section 2 below, the Phase I ESA identified certain recognized and controlled recognized environmental conditions at the Site that, in our view and consistent with TerraVerde's recommendations, necessitate Phase II subsurface investigation to adequately characterize the nature and extent of potential contamination. The proposed acquisition is currently in the due diligence phase, and timely completion of the Phase II investigation is essential to inform Crestline's assessment of environmental risk and any potential allocation of remedial liability in the definitive purchase agreement.

2. Summary of Phase I ESA Findings Triggering Phase II Investigation

For context and to ensure alignment between the Phase I findings and the Phase II scope of work, we summarize below the two conditions identified in the Phase I ESA that serve as the basis for the Phase II investigation.

2.1 Controlled Recognized Environmental Condition (CREC) — Former Underground Storage Tank Area

The Phase I ESA identified a Controlled Recognized Environmental Condition ("CREC"), as that term is defined in ASTM E1527-21, Section 3.2.18, in the area of the former underground storage tank ("UST") located in the southwestern portion of the Site. Specifically, the Phase I ESA documented the presence of residual diesel-range organics ("DRO") in subsurface soils at concentrations above West Virginia Department of Environmental Protection ("WV DEP") action levels within and beneath the former UST cavity.

The UST was a single 15,000-gallon steel diesel fuel storage tank that had been operated in connection with the Site's former use as a trucking terminal. The Site was operated as a trucking terminal by Valley Freight Lines Inc. ("Valley Freight"), now dissolved, from approximately 1968 through 2012. The UST was removed in 2012 by Valley Freight under the oversight of WV DEP, and the removal activities are documented under WV DEP Site ID: WVUST-2012-04887. At the time of removal, confirmation soil sampling identified residual DRO concentrations in native soils surrounding and beneath the former tank cavity that exceeded WV DEP unrestricted use standards.

WV DEP issued a closure letter dated March 2013 acknowledging the presence of residual DRO contamination remaining in place at the Site following tank removal and backfilling of the excavation. The closure was issued subject to institutional controls, specifically a land-use restriction recorded at the Harrison County Clerk's Office, Book 1245, Page 312, which restricts the future use of the affected area and imposes certain obligations with respect to soil disturbance and groundwater monitoring. The CREC classification reflects that contamination remains in place at levels above unrestricted use standards but is managed under institutional controls that have been implemented to the satisfaction of WV DEP.

Notwithstanding the WV DEP closure, Phase II investigation in the vicinity of the former UST location is warranted and necessary to delineate the current lateral and vertical extent of residual DRO contamination, to assess whether migration of contaminants has occurred beyond the area addressed in the 2012–2013 closure activities, and to evaluate the potential for groundwater impacts that could affect Crestline's risk profile in connection with the proposed acquisition. Given that nearly a decade has elapsed since the closure activities, updated subsurface data will be essential to evaluating the adequacy of the existing institutional controls and any continuing obligations that may transfer to Crestline as the successor owner of ACC.

2.2 Recognized Environmental Condition (REC) — Northeast Drum Storage Area

The Phase I ESA also identified a Recognized Environmental Condition ("REC"), as that term is defined in ASTM E1527-21, Section 3.2.79, in the northeast corner of the warehouse building at the Clarksburg Facility. During the Phase I site reconnaissance conducted on August 16, 2022, TerraVerde's field team observed significant staining on the concrete floor in the northeast corner of the warehouse, in the immediate vicinity of current drum storage operations conducted by ACC.

The observed staining is consistent with potential releases from stored 55-gallon drums containing epoxy resins, amine-based hardeners, and organic solvents, including acetone and methyl ethyl ketone ("MEK"). These materials are utilized in ACC's resin blending and coating formulation operations at the Clarksburg Facility. TerraVerde's Phase I ESA further noted the absence of secondary containment in the immediate area of the staining, which increases the likelihood that any releases from drums in the storage area may have migrated through the concrete floor and into the underlying subsurface soils.

This REC warrants subsurface investigation to determine whether a release of hazardous substances or petroleum products has in fact occurred beneath or adjacent to the drum storage area, and if so, to characterize the nature and extent of any contamination. Given the nature of the materials stored in this area — particularly the volatile organic solvents — there is a potential for vapor intrusion concerns that should also be considered in the interpretation of Phase II data.

3. Review and Approval of Proposed Phase II Scope of Work

3.1 General Scope Approval

Calderwood & Harkness has reviewed the Proposed SOW in its entirety and, subject to the specific comments, modifications, and supplemental directions set forth in this Section 3, hereby approves the general scope, technical approach, and investigative methodology proposed by TerraVerde for the Phase II Environmental Site Assessment at the Clarksburg Facility. The Proposed SOW reflects a reasonable and professionally appropriate approach to addressing the environmental conditions identified in the Phase I ESA, and we are satisfied that, with the modifications discussed below, the investigation will generate the data necessary to support Crestline's transactional due diligence objectives.

The investigation should be conducted in general accordance with ASTM E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process, and all applicable WV DEP guidance documents, including but not limited to WV DEP guidance for UST site assessments and the Voluntary Remediation and Redevelopment Program ("VRDP") technical guidance. To the extent that the investigation procedures deviate from any aspect of the applicable ASTM standard or WV DEP guidance, such deviations should be documented and explained in the Phase II ESA report.

3.2 Soil Borings

TerraVerde's Proposed SOW contemplates the installation of eight (8) soil borings at the Site, designated SB-C1 through SB-C8 in the Proposed SOW Figure 2 (Proposed Boring and Monitoring Well Location Plan). Calderwood & Harkness has reviewed the proposed boring locations and rationale and hereby approves the installation of eight soil borings as proposed, subject to the following location rationale and specifications:

Former UST Area (SB-C1 through SB-C4). Four soil borings, designated SB-C1 through SB-C4, are to be positioned in and around the former UST cavity area in the southwestern portion of the Site. The purpose of these borings is to delineate the current lateral and vertical extent of residual DRO contamination documented in connection with the 2012 UST removal and 2013 WV DEP closure. The borings should be placed at approximately the cardinal directions (north, south, east, and west) surrounding the perimeter of the former UST pit, with at least one boring (we recommend SB-C1) located within the footprint of the former excavation to provide a baseline comparison with the 2012 closure data. The specific coordinates of the borings should be adjusted as needed in the field to avoid known underground utilities and other subsurface obstructions, but the general spatial distribution described above should be maintained to ensure adequate delineation.

Northeast Drum Storage Area (SB-C5 through SB-C8). Four soil borings, designated SB-C5 through SB-C8, are to be positioned in and around the northeast drum storage area within the warehouse building. The purpose of these borings is to evaluate whether releases from drum storage operations have impacted subsurface soils beneath and adjacent to the storage area. We direct that the borings be placed as follows:

(a) SB-C5 should be placed at the location of the most prominent observed concrete staining, to provide a direct assessment of soil conditions beneath the area of greatest apparent impact;

(b) SB-C6 should be placed immediately downgradient of the stained area (based on inferred groundwater flow direction as determined from available topographic data, regional hydrogeologic information, and water-level measurements obtained during the investigation);

(c) SB-C7 and SB-C8 should be placed at two additional points, selected to define the lateral extent of any potential contamination emanating from the drum storage area, positioned at locations agreed upon in the field by TerraVerde's Project Manager based on professional judgment and field conditions.

Depth and Sampling Protocol. All borings should extend to a minimum depth of fifteen (15) feet below ground surface ("bgs") or to the first encountered groundwater, whichever is deeper, unless refusal on bedrock or other impenetrable material is encountered at a shallower depth. In the event of refusal, TerraVerde should document the depth and nature of refusal and, if feasible, attempt to advance the boring through the obstruction using appropriate techniques (e.g., rock coring) or relocate the boring to an adjacent position. Continuous soil sampling should be conducted throughout the entire boring interval using split-spoon sampling methods or direct-push (e.g., Geoprobe) methods, as appropriate for the subsurface conditions encountered. All soil samples should be collected in accordance with applicable EPA and WV DEP sampling protocols.

Field Screening. All soil samples collected during boring advancement should be field-screened at the time of collection using a photoionization detector ("PID") equipped with a 10.6 eV lamp (or equivalent). PID readings should be recorded at each sampling interval. In addition, visual observations (staining, discoloration, non-aqueous phase liquids) and olfactory observations (petroleum or chemical odors) should be documented for each sample interval and recorded on standardized boring logs. All boring logs should include a lithologic description of the soils encountered, sampling depths, PID readings, visual and olfactory observations, sample identification numbers, and any other relevant field data.

3.3 Temporary Monitoring Wells

TerraVerde's Proposed SOW contemplates the installation of three (3) temporary monitoring wells at the Site, designated TMW-C1 through TMW-C3. Calderwood & Harkness has reviewed the proposed well locations, construction details, and sampling approach and hereby approves the installation of three temporary monitoring wells as proposed, subject to the following specifications:

Well Locations. The three temporary monitoring wells should be installed at the following locations:

(a) TMW-C1: In the immediate vicinity of the former UST cavity, specifically at the location of the soil boring (among SB-C1 through SB-C4) that exhibits the highest PID readings or the greatest field-screening indication of DRO contamination. The selection of the specific boring for conversion to TMW-C1 should be made by TerraVerde's Project Manager in the field based on real-time field data.

(b) TMW-C2: Positioned downgradient of the former UST cavity, based on the inferred groundwater flow direction as determined from available topographic data and regional hydrogeologic information. We note that the Phase I ESA indicates a generally westward to northwestward groundwater flow direction across the Site based on regional data, but this should be confirmed during the investigation based on water-level measurements obtained from the installed wells. TMW-C2 should be placed at a sufficient distance from the former UST cavity (we suggest approximately 50 to 75 feet downgradient) to assess whether dissolved-phase DRO contamination has migrated beyond the immediate area of the former UST.

(c) TMW-C3: In the vicinity of the northeast drum storage area, at or near the location of the observed concrete staining, and ideally co-located with or adjacent to the soil boring exhibiting the highest field indications of contamination in the drum storage area.

Well Construction. Each temporary monitoring well should be constructed as a two-inch (2-inch) inside-diameter well, using Schedule 40 PVC casing and factory-slotted PVC screen with 0.010-inch slot openings. A ten-foot (10-foot) well screen interval should be installed across the water table, with the screen positioned to intercept the uppermost saturated zone. The annular space around the screen interval should be backfilled with a clean silica sand filter pack extending approximately two feet above the top of the screen, with a bentonite seal and grout to the surface. A flush-mount protective well cover should be installed at the surface for each well. Detailed well construction diagrams should be prepared for each well and included as a deliverable.

Well Development. Each temporary monitoring well should be developed following installation, using low-flow surging and pumping techniques, to remove fine-grained sediment from the filter pack and screen and to ensure that subsequent groundwater samples are representative of in-situ groundwater quality. Development should continue until water clarity improves and field parameters (turbidity, pH, specific conductance) stabilize. Development water volumes should be recorded and development water should be managed as investigation-derived waste.

Water-Level Measurements. Static water-level measurements should be collected from all three temporary monitoring wells using an electronic water-level indicator, following an appropriate equilibration period after well development (minimum 24 hours, if feasible within the field schedule). Water-level measurements should be referenced to a common datum (either top-of-casing or mean sea level if surveyed elevations are available) and should be used to calculate the groundwater flow direction and horizontal hydraulic gradient across the Site. The results of the water-level measurements and groundwater flow determination should be presented on a potentiometric surface map included in the Phase II ESA report.

3.4 Analytical Program — Soil Samples

Calderwood & Harkness directs that soil samples collected from the eight soil borings be analyzed for the following parameters. These analytical parameters have been refined from those listed in the Proposed SOW to ensure comprehensive and adequate characterization of subsurface soil conditions associated with both the CREC (former UST area) and the REC (northeast drum storage area):

(a) Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO). All soil samples submitted for laboratory analysis should be analyzed for DRO and GRO by WV DEP-approved methods, specifically EPA Method 8015 (or equivalent approved method such as the WV DEP-modified 8015 series). While DRO is the primary constituent of concern in the former UST area (borings SB-C1 through SB-C4), GRO analysis is also warranted to screen for lighter-end petroleum fractions that may be present as co-contaminants. DRO and GRO analysis is also appropriate for all borings in the drum storage area (SB-C5 through SB-C8) as a general screening measure.

(b) Volatile Organic Compounds (VOCs). All soil samples submitted for laboratory analysis should be analyzed for the full target analyte list of VOCs by EPA Method 8260. This analysis is particularly critical for the drum storage area borings (SB-C5 through SB-C8), given the documented use and storage of acetone and methyl ethyl ketone (MEK) at the facility, but is also appropriate for the former UST area borings as a comprehensive screening measure. The analytical method must include acetone and MEK on the target analyte list; please confirm that Keystone Analytical Laboratories' standard Method 8260 target list includes these compounds.

(c) Semi-Volatile Organic Compounds (SVOCs). All soil samples submitted for laboratory analysis should be analyzed for the full target analyte list of SVOCs by EPA Method 8270. This analysis is warranted to screen for potential breakdown products, heavier-fraction organic contaminants, and constituents associated with the epoxy resin and amine-based hardener materials used at the facility. SVOC analysis will also provide useful data for evaluating the full spectrum of potential contaminants of concern at both the former UST area and the drum storage area.

Sample Selection Criteria. At minimum, two (2) soil samples per boring should be selected and submitted for laboratory analysis. The sample selection criteria are as follows:

(i) The first sample should be collected from the interval exhibiting the highest PID reading or the most significant visual or olfactory evidence of contamination, as determined during field screening.

(ii) The second sample should be collected from the deepest interval sampled in the boring, to evaluate conditions at or near the base of the boring and to assess the vertical extent of any potential contamination.

(iii) In borings where no field evidence of contamination is observed (i.e., PID readings are at or near background and no visual or olfactory indications are present), samples should be submitted from the two-to-four-foot (2–4 ft) interval and the ten-to-twelve-foot (10–12 ft) interval, or at equivalent intervals adjusted for site-specific conditions as determined by TerraVerde's Project Manager.

Total Anticipated Soil Samples. Based on the foregoing criteria, the total anticipated number of soil samples for laboratory analysis is approximately sixteen (16) samples (two samples per boring, multiplied by eight borings). In addition to these investigation samples, the following quality assurance/quality control ("QA/QC") samples should be collected and submitted for analysis:

• One (1) field duplicate sample per every ten (10) investigation samples, or a minimum of two (2) field duplicate samples;

• One (1) trip blank per each cooler containing VOC samples;

• One (1) equipment rinsate blank per day of sampling activities (if non-dedicated sampling equipment is used).

TerraVerde should document the QA/QC program in the Phase II ESA report, including a discussion of data quality objectives, QA/QC sample results, and any data quality issues identified during data validation.

3.5 Analytical Program — Groundwater Samples

One (1) groundwater sample should be collected from each of the three temporary monitoring wells (TMW-C1, TMW-C2, and TMW-C3), for a total of three (3) groundwater samples. The following analytical parameters should be applied to all groundwater samples:

(a) DRO and GRO — by EPA Method 8015 (or WV DEP-approved equivalent).

(b) VOCs — by EPA Method 8260, including the full target analyte list with specific attention to acetone, methyl ethyl ketone (MEK), and any other VOCs that may be identified as constituents of concern based on facility operations.

Field Parameters. The following field water-quality parameters should be measured at the time of groundwater sampling using calibrated field instruments: pH, temperature, dissolved oxygen, specific conductance, oxidation-reduction potential ("ORP"), and turbidity. Field parameters should be recorded at regular intervals during purging and at the time of sample collection, and should be reported in the Phase II ESA report.

Sampling Methodology. Low-flow purging and sampling techniques are preferred to minimize sample turbidity and to collect samples that are representative of in-situ groundwater quality. Purging should continue until field parameters have stabilized (as defined in EPA low-flow sampling guidance) or until a minimum of three well volumes have been removed. If low-flow techniques are impracticable due to well yield or other site conditions, TerraVerde should utilize alternative sampling methods in accordance with applicable EPA guidance and should document the method employed and the rationale for any deviation from low-flow protocols.

3.6 Applicable Standards

All laboratory analytical results for both soil and groundwater samples should be compared to the following applicable WV DEP standards, screening levels, and federal benchmarks:

(a) WV DEP Voluntary Remediation and Redevelopment Program (VRDP) de minimis levels for soil and groundwater, as published in the most current version of the WV DEP VRDP guidance documents.

(b) WV DEP Risk-Based Corrective Action (RBCA) screening levels for soil and groundwater, including both residential and non-residential (commercial/industrial) screening values. Given the current commercial/industrial use of the Site, non-residential screening levels are the primary applicable benchmarks; however, residential screening levels should also be presented for informational purposes, particularly in light of the institutional controls associated with the CREC.

(c) Federal Maximum Contaminant Levels (MCLs) for groundwater, as promulgated under the Safe Drinking Water Act, where WV DEP-specific groundwater standards or screening levels are not available or do not address a particular constituent detected in groundwater samples.

TerraVerde should present all analytical results in tabular format, with side-by-side comparison to each applicable standard or screening level noted above. Exceedances of any applicable standard should be clearly highlighted in the data summary tables and discussed in the conclusions section of the Phase II ESA report. We further request that the tables identify the applicable standard source (i.e., VRDP de minimis, RBCA residential, RBCA non-residential, or federal MCL) for each constituent.

3.7 Laboratory Selection

We understand from the Proposed SOW that TerraVerde proposes to submit all soil and groundwater samples to Keystone Analytical Laboratories Inc. ("Keystone"), located in Monroeville, Pennsylvania, for analysis. Keystone is TerraVerde's preferred analytical laboratory and has been utilized by TerraVerde on previous engagements under this matter.

We request that TerraVerde confirm, prior to sample submittal, that Keystone Analytical Laboratories holds current WV DEP laboratory certification and/or accreditation for all proposed analytical methods, specifically EPA Methods 8015, 8260, and 8270 for both soil and water matrices. Please provide a copy of Keystone's current WV DEP certification letter or accreditation documentation to Calderwood & Harkness for our records.

A standard laboratory turnaround time of fourteen to twenty-one (14–21) calendar days from sample receipt is acceptable for this investigation. Rush turnaround is not required at this time; however, we reserve the right to request expedited turnaround on all or a portion of the analytical results if the deal timeline accelerates or if transactional deadlines necessitate earlier receipt of data. TerraVerde should confirm with Keystone that rush turnaround (e.g., seven calendar days) would be available upon request and should provide the associated cost differential for our reference.

3.8 Investigation-Derived Waste

All investigation-derived waste ("IDW") generated during the Phase II field activities, including but not limited to drill cuttings, decontamination water, well development and purge water, personal protective equipment, and disposable sampling equipment, should be managed and disposed of in accordance with all applicable WV DEP regulations and guidelines.

Specifically, drill cuttings generated from each boring should be containerized in labeled 55-gallon steel drums at the Site, pending receipt of laboratory analytical results. Once analytical results are available, TerraVerde should coordinate with Calderwood & Harkness regarding characterization (if additional analyses are needed for waste profiling) and proper disposal of the containerized drill cuttings at a WV DEP-approved disposal facility. The cost of IDW disposal, if not already included in the approved budget, should be tracked separately and reported to Calderwood & Harkness.

Decontamination water, well development water, and purge water should also be containerized on-Site pending characterization and disposal, unless TerraVerde determines in consultation with Calderwood & Harkness that discharge to the municipal sanitary sewer system is permissible under applicable local and state regulations.

Well Abandonment. Upon completion of the groundwater sampling program, the three temporary monitoring wells (TMW-C1, TMW-C2, and TMW-C3) should be properly abandoned and decommissioned in accordance with WV DEP well construction and abandonment standards. Well abandonment should include removal of the well casing and screen (if practicable), backfilling the borehole with bentonite grout from total depth to the ground surface, and restoration of the surface to pre-investigation conditions. Provided, however, that if Calderwood & Harkness or Crestline determines that retention of one or more wells for future monitoring purposes is desirable, we will notify TerraVerde in advance of well abandonment activities, and TerraVerde should be prepared to leave designated wells in place with appropriate surface protection.

4. Landlord Consent and Site Access

Calderwood & Harkness confirms that the Clarksburg Facility is not owned by ACC but is rather leased by ACC from Mountainview Properties LLC ("Mountainview") pursuant to a commercial lease agreement with an effective commencement date of January 1, 2015, and a fifteen-year term expiring December 31, 2029. The lease is structured as a triple-net lease, with ACC responsible for property taxes, insurance, and maintenance of the leased premises. Relevant to the Phase II investigation, the lease imposes an obligation on ACC, as tenant, to remediate any environmental contamination caused by tenant operations, and further requires that ACC obtain landlord notification and consent prior to conducting any invasive environmental investigation activities at the premises.

Landlord consent for the Phase II Environmental Site Assessment has been obtained from Mountainview Properties LLC through its Managing Member, Gerald Boothe. Mr. Boothe executed a landlord consent letter authorizing TerraVerde and its subcontractors to access the Site and perform the Phase II investigation activities described in the Proposed SOW, subject to certain conditions regarding restoration of the property following completion of field activities. A copy of the fully executed landlord consent letter was transmitted separately to TerraVerde under cover of Calderwood & Harkness's correspondence dated September 16, 2022. Please confirm receipt of the landlord consent letter at your earliest convenience; if you have not received it, please contact our office immediately so that we may re-transmit.

For coordination of site access and scheduling of field activities, TerraVerde should contact ACC's Environmental Health & Safety Manager, Carl Johannsen (telephone: (304) 555-7210; email: cjohannsen@alleghenychem.com), and ACC's Vice President of Operations, Diane Pulaski (telephone: (304) 555-7215; email: dpulaski@alleghenychem.com), directly. Calderwood & Harkness should be copied on all scheduling communications. Please note that ACC's production schedule may impose certain constraints on access to the interior of the warehouse building, particularly with respect to the northeast drum storage area; early coordination with Mr. Johannsen and Ms. Pulaski is recommended to minimize potential scheduling conflicts.

5. Schedule and Deliverables

5.1 Proposed Schedule

Based on discussions between TerraVerde, Calderwood & Harkness, and Crestline, the following schedule is proposed for the Phase II investigation at the Clarksburg Facility:

The foregoing schedule is subject to TerraVerde's equipment and crew availability, weather conditions, site access coordination, and other factors outside the parties' control. TerraVerde should notify Calderwood & Harkness promptly of any anticipated delays or scheduling changes that may affect the target dates set forth above. Given the transactional context of this engagement, timely completion of the Phase II investigation is of significant importance to Crestline, and we ask that TerraVerde make every reasonable effort to adhere to the proposed schedule.

5.2 Deliverables. TerraVerde is expected to provide the following deliverables in connection with the Phase II investigation:

(a) Daily Field Activity Summaries. During the field investigation period, TerraVerde should provide daily email summaries of field activities conducted, including a brief description of borings and wells installed, samples collected, field observations, any issues or deviations from the approved scope, and the planned activities for the following day. Daily summaries should be transmitted via email to the following distribution list: Kevin O'Malley (TerraVerde), Harrison Caldwell (Calderwood & Harkness), Grace Nakamura (Calderwood & Harkness), and Patricia Okonkwo (Crestline).

(b) Completed Boring Logs and Well Construction Diagrams. Final boring logs prepared in accordance with industry-standard conventions, including lithologic descriptions, sample depths, PID readings, visual and olfactory observations, and sample identification numbers. Well construction diagrams for each of the three temporary monitoring wells, including screen interval, filter pack, bentonite seal, grout, and surface completion details.

(c) Laboratory Analytical Data Packages. Complete laboratory analytical data packages from Keystone Analytical Laboratories, including full Level IV data deliverables (raw data, calibration data, QA/QC summaries, chain-of-custody documentation, and case narratives). Electronic Data Deliverable ("EDD") format should be provided in addition to hard-copy (PDF) data packages, if available.

(d) Summary Data Tables. Tabular summaries of all analytical results for soil and groundwater samples, with side-by-side comparison to applicable WV DEP VRDP de minimis levels, WV DEP RBCA screening levels (residential and non-residential), and federal MCLs, as discussed in Section 3.6 above. Exceedances should be highlighted.

(e) Draft Phase II ESA Report. A comprehensive Draft Phase II ESA report including, at a minimum: an executive summary; a description of the Site background and Phase I findings; a description of the Phase II investigation scope, methods, and procedures; a presentation and discussion of investigation results (soil and groundwater data); figures, including a Site plan showing boring and well locations overlaid on an existing Site survey or aerial photograph, cross-sections if warranted by the data, and a potentiometric surface map; summary data tables; boring logs and well construction diagrams; complete laboratory analytical reports as appendices; a discussion of data quality and QA/QC results; conclusions regarding the nature and extent of contamination; and recommendations for further action, if warranted.

(f) Final Phase II ESA Report. A Final Phase II ESA report incorporating Calderwood & Harkness's review comments on the draft report. The final report should be provided in both hard copy (three bound copies) and electronic format (searchable PDF).

6. Health and Safety and Regulatory Notifications

TerraVerde must prepare and implement a site-specific Health and Safety Plan ("HASP") for the Phase II field activities, in accordance with OSHA regulations at 29 C.F.R. § 1910.120 (Hazardous Waste Operations and Emergency Response) and applicable state occupational safety and health requirements. The HASP should specifically address potential exposure pathways and health hazards associated with the contaminants of concern at the Site, including but not limited to diesel-range organics, gasoline-range organics, volatile organic compounds (particularly acetone and MEK), and semi-volatile organic compounds. The HASP should include provisions for personal protective equipment, air monitoring, decontamination procedures, emergency response, and hospital route information. A copy of the HASP should be maintained on-Site during all field activities and should be available for review upon request.

Prior to field mobilization, TerraVerde should contact WV DEP to confirm whether notification, approval, or any other regulatory action is required prior to the installation of temporary monitoring wells at a site with an existing UST closure on file (WV DEP Site ID: WVUST-2012-04887). Specifically, TerraVerde should determine whether the installation of borings and wells within or adjacent to the area subject to the existing institutional controls triggers any notification or re-opener obligations under the terms of the WV DEP closure. Any required notifications or communications with WV DEP must be coordinated with and approved by Calderwood & Harkness in advance, as discussed further in Section 8 below.

Utility clearance must be completed prior to any subsurface penetration at the Site. TerraVerde should contact WV 811 ("Miss Utility") to initiate a locate request for all underground utilities in the areas of the proposed borings and wells. Utility clearance tickets should be maintained in the project file. In addition, TerraVerde should request from ACC any available as-built drawings, utility maps, or other records reflecting the location of subsurface utilities, piping, and other infrastructure at the Clarksburg Facility.

TerraVerde should carry and maintain current certificates of general liability insurance (minimum $1,000,000 per occurrence / $2,000,000 aggregate) and professional liability (errors and omissions) insurance (minimum $1,000,000 per claim) throughout the duration of the Phase II investigation. Copies of current certificates of insurance should be provided to both Calderwood & Harkness and Mountainview Properties LLC, per the requirements of the landlord consent agreement. Mountainview Properties LLC and Crestline Packaging Solutions LLC should be named as additional insureds on TerraVerde's general liability policy for the duration of the field activities at the Site.

7. Budget Confirmation

TerraVerde's Proposed SOW includes a budget estimate of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) for the Phase II Environmental Site Assessment at the Clarksburg Facility, inclusive of field investigation activities, laboratory analytical costs, IDW management (excluding final disposal), report preparation, and project management. This budget estimate is hereby approved and is consistent with the engagement scope discussed during the September 8, 2022 conference call between TerraVerde (Dr. Nina Sorensen and Kevin O'Malley), Calderwood & Harkness (Harrison Caldwell and Grace Nakamura), and Crestline (Patricia Okonkwo and Derek Huang), and as subsequently authorized by Crestline.

Any change orders, scope modifications, or additional work that would cause the total project cost to exceed the approved budget by more than ten percent (10%) — i.e., any increase exceeding Three Thousand Seven Hundred Fifty Dollars ($3,750.00) — must be approved in advance and in writing by Calderwood & Harkness and Crestline prior to the commencement of such additional work. TerraVerde should promptly notify Calderwood & Harkness if field conditions are encountered that may necessitate scope changes or budget adjustments.

Invoices for the Phase II investigation should be submitted directly to:

Crestline Packaging Solutions LLC

Attn: Sandra Weiss, Chief Financial Officer

4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402

Copies of all invoices should be simultaneously provided to:

Calderwood & Harkness LLP

Attn: Harrison Caldwell, Of Counsel

1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115

Invoices should reference TerraVerde's project number, C&H Matter No. 1006-00003, and the Site name (Clarksburg Resin Blending Facility).

8. Confidentiality and Privilege

All Phase II investigation work product, including but not limited to field notes, boring logs, well construction records, raw data, laboratory analytical data packages, draft and final reports, memoranda, and all written and oral communications between TerraVerde and Calderwood & Harkness or Crestline, is being prepared at the direction of legal counsel (Calderwood & Harkness LLP) in connection with Crestline's proposed acquisition of ACC and may be subject to attorney-client privilege and/or the work product protection doctrine. TerraVerde acknowledges that the preservation of these protections is of critical importance to the client and to the integrity of the transactional due diligence process.

Accordingly, TerraVerde should mark all reports, data packages, memoranda, correspondence, and other written communications related to this engagement with the following legend:

"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL"

TerraVerde should not distribute, disclose, or transmit any work product, data, reports, or other information related to this engagement to any third party — including but not limited to ACC, ACC's legal counsel (Hargrove, Dalton & Speer LLP), Mountainview Properties LLC (except to the extent required by the landlord consent agreement), the Seller, the Seller's representatives, or any federal, state, or local regulatory agency — without the prior written consent of Calderwood & Harkness. This restriction applies to both formal and informal communications and includes responses to any regulatory inquiries or requests for information.

Any communications with WV DEP or other regulatory agencies regarding the Phase II investigation — including but not limited to the notification inquiry described in Section 6 above — must be coordinated with and approved by Calderwood & Harkness in advance. TerraVerde should not initiate any contact with regulatory agencies regarding this investigation without first consulting with Harrison Caldwell or Grace Nakamura at Calderwood & Harkness. If TerraVerde is contacted by any regulatory agency regarding the Site or the investigation, TerraVerde should promptly notify Calderwood & Harkness before providing any substantive response.

9. Closing and Contact Information

We request that TerraVerde confirm receipt of this letter and express its concurrence with the approved scope, comments, and modifications set forth herein no later than September 23, 2022. If TerraVerde has any questions, concerns, or proposed revisions to the approved scope or the comments contained in this letter, please do not hesitate to contact us to discuss.

Questions and comments should be directed to:

Harrison Caldwell, Of Counsel Environmental & Land Use Practice Group Calderwood & Harkness LLP Telephone: (216) 555-4837

Email: hcaldwell@calderwoodharkness.com

with a copy to:

Grace Nakamura, Lead Associate Real Estate Practice Group Calderwood & Harkness LLP Telephone: (216) 555-4852

Email: gnakamura@calderwoodharkness.com

We appreciate TerraVerde's continued diligent work on this engagement and look forward to a successful and timely completion of the Phase II investigation at the Clarksburg Facility. We are confident that the investigation, as scoped and approved herein, will provide the data necessary to support Crestline's informed evaluation of the environmental conditions at the Site in connection with the proposed transaction.

Thank you for your prompt attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Caldwell Of Counsel Environmental & Land Use Practice Group Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4837

Email: hcaldwell@calderwoodharkness.com

cc: (via email)

Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, VP, Environmental Health & Safety, Crestline Packaging Solutions LLC Dr. Nina Sorensen, P.E., CHMM, Principal-in-Charge, TerraVerde Environmental Consulting LLC

Encl.: None (Landlord Consent Letter transmitted separately under cover of September 16, 2022 correspondence)

Milestone	Target Date
Field mobilization	On or about October 3, 2022
Boring and well installation, soil and groundwater sampling	October 3–7, 2022 (3–5 field days)
Sampling completion	On or about October 7, 2022
Sample submittal to Keystone Analytical Laboratories	Within 24 hours of sampling completion, via chain-of-custody protocols
Receipt of laboratory analytical results	Approximately October 21–28, 2022 (14–21 calendar days following sample receipt by laboratory)
Draft Phase II ESA report	Within 10 business days of receipt of final laboratory analytical data
Calderwood & Harkness review and comment period	5 business days following receipt of draft report
Final Phase II ESA report	Within 5 business days of receipt of Calderwood & Harkness's comments

PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL
CALDERWOOD & HARKNESS LLP Attorneys at Law 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4800 Facsimile: (216) 555-4801 www.calderwoodharkness.com
September 20, 2022
Via Email (komalley@terraverdenv.com) and First-Class Mail
Kevin O'Malley, P.G. Project Manager TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, OH 43240
Re: Phase II Environmental Site Assessment — Proposed Scope of Work Review and Comments
Site: Clarksburg Resin Blending Facility, 1875 Route 50 West, Clarksburg, WV 26301 Harrison County, West Virginia Parcel ID: 04-0012-0056-0000
Client: Crestline Packaging Solutions LLC
C&H Matter No.: 1006-00003
Dear Mr. O'Malley:
1. Introduction and Purpose
This letter provides Calderwood & Harkness LLP's formal review of and detailed comments on TerraVerde Environmental Consulting LLC's ("TerraVerde") proposed Phase II Environmental Site Assessment Scope of Work for the Clarksburg Resin Blending Facility (the "Clarksburg Facility" or the "Site"), dated September 14, 2022 (the "Proposed SOW"). We have reviewed the Proposed SOW carefully and provide herein our approval, subject to certain modifications and clarifications, as set forth more fully below.
As you are aware, Calderwood & Harkness represents Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402, in connection with Crestline's proposed acquisition of 100% of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation. The Phase II investigation at the Clarksburg Facility is being conducted as an integral component of the broader environmental due diligence workstream authorized under C&H Matter No. 1006-00003, which encompasses environmental assessments at multiple ACC-operated facilities in West Virginia, Pennsylvania, and Ohio.
This review was prepared by Harrison Caldwell, Of Counsel, Environmental & Land Use Practice Group, in consultation with Grace Nakamura, Lead Associate, Real Estate Practice Group, and with substantive input from Crestline's Vice President of Environmental Health & Safety, Patricia Okonkwo, who has reviewed and concurred with the technical comments set forth herein.
In preparing our comments, we have relied upon and make reference to TerraVerde's Phase I Environmental Site Assessment for the Clarksburg Facility, dated August 22, 2022 (the "Phase I ESA"), prepared by Kevin O'Malley, P.G. (Project Manager) and Dr. Nina Sorensen, P.E., CHMM (Principal-in-Charge). As discussed in further detail in Section 2 below, the Phase I ESA identified certain recognized and controlled recognized environmental conditions at the Site that, in our view and consistent with TerraVerde's recommendations, necessitate Phase II subsurface investigation to adequately characterize the nature and extent of potential contamination. The proposed acquisition is currently in the due diligence phase, and timely completion of the Phase II investigation is essential to inform Crestline's assessment of environmental risk and any potential allocation of remedial liability in the definitive purchase agreement.
2. Summary of Phase I ESA Findings Triggering Phase II Investigation
For context and to ensure alignment between the Phase I findings and the Phase II scope of work, we summarize below the two conditions identified in the Phase I ESA that serve as the basis for the Phase II investigation.
2.1 Controlled Recognized Environmental Condition (CREC) — Former Underground Storage Tank Area
The Phase I ESA identified a Controlled Recognized Environmental Condition ("CREC"), as that term is defined in ASTM E1527-21, Section 3.2.18, in the area of the former underground storage tank ("UST") located in the southwestern portion of the Site. Specifically, the Phase I ESA documented the presence of residual diesel-range organics ("DRO") in subsurface soils at concentrations above West Virginia Department of Environmental Protection ("WV DEP") action levels within and beneath the former UST cavity.
The UST was a single 15,000-gallon steel diesel fuel storage tank that had been operated in connection with the Site's former use as a trucking terminal. The Site was operated as a trucking terminal by Valley Freight Lines Inc. ("Valley Freight"), now dissolved, from approximately 1968 through 2012. The UST was removed in 2012 by Valley Freight under the oversight of WV DEP, and the removal activities are documented under WV DEP Site ID: WVUST-2012-04887. At the time of removal, confirmation soil sampling identified residual DRO concentrations in native soils surrounding and beneath the former tank cavity that exceeded WV DEP unrestricted use standards.
WV DEP issued a closure letter dated March 2013 acknowledging the presence of residual DRO contamination remaining in place at the Site following tank removal and backfilling of the excavation. The closure was issued subject to institutional controls, specifically a land-use restriction recorded at the Harrison County Clerk's Office, Book 1245, Page 312, which restricts the future use of the affected area and imposes certain obligations with respect to soil disturbance and groundwater monitoring. The CREC classification reflects that contamination remains in place at levels above unrestricted use standards but is managed under institutional controls that have been implemented to the satisfaction of WV DEP.
Notwithstanding the WV DEP closure, Phase II investigation in the vicinity of the former UST location is warranted and necessary to delineate the current lateral and vertical extent of residual DRO contamination, to assess whether migration of contaminants has occurred beyond the area addressed in the 2012–2013 closure activities, and to evaluate the potential for groundwater impacts that could affect Crestline's risk profile in connection with the proposed acquisition. Given that nearly a decade has elapsed since the closure activities, updated subsurface data will be essential to evaluating the adequacy of the existing institutional controls and any continuing obligations that may transfer to Crestline as the successor owner of ACC.
2.2 Recognized Environmental Condition (REC) — Northeast Drum Storage Area
The Phase I ESA also identified a Recognized Environmental Condition ("REC"), as that term is defined in ASTM E1527-21, Section 3.2.79, in the northeast corner of the warehouse building at the Clarksburg Facility. During the Phase I site reconnaissance conducted on August 16, 2022, TerraVerde's field team observed significant staining on the concrete floor in the northeast corner of the warehouse, in the immediate vicinity of current drum storage operations conducted by ACC.
The observed staining is consistent with potential releases from stored 55-gallon drums containing epoxy resins, amine-based hardeners, and organic solvents, including acetone and methyl ethyl ketone ("MEK"). These materials are utilized in ACC's resin blending and coating formulation operations at the Clarksburg Facility. TerraVerde's Phase I ESA further noted the absence of secondary containment in the immediate area of the staining, which increases the likelihood that any releases from drums in the storage area may have migrated through the concrete floor and into the underlying subsurface soils.
This REC warrants subsurface investigation to determine whether a release of hazardous substances or petroleum products has in fact occurred beneath or adjacent to the drum storage area, and if so, to characterize the nature and extent of any contamination. Given the nature of the materials stored in this area — particularly the volatile organic solvents — there is a potential for vapor intrusion concerns that should also be considered in the interpretation of Phase II data.
3. Review and Approval of Proposed Phase II Scope of Work
3.1 General Scope Approval
Calderwood & Harkness has reviewed the Proposed SOW in its entirety and, subject to the specific comments, modifications, and supplemental directions set forth in this Section 3, hereby approves the general scope, technical approach, and investigative methodology proposed by TerraVerde for the Phase II Environmental Site Assessment at the Clarksburg Facility. The Proposed SOW reflects a reasonable and professionally appropriate approach to addressing the environmental conditions identified in the Phase I ESA, and we are satisfied that, with the modifications discussed below, the investigation will generate the data necessary to support Crestline's transactional due diligence objectives.
The investigation should be conducted in general accordance with ASTM E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process, and all applicable WV DEP guidance documents, including but not limited to WV DEP guidance for UST site assessments and the Voluntary Remediation and Redevelopment Program ("VRDP") technical guidance. To the extent that the investigation procedures deviate from any aspect of the applicable ASTM standard or WV DEP guidance, such deviations should be documented and explained in the Phase II ESA report.
3.2 Soil Borings
TerraVerde's Proposed SOW contemplates the installation of eight (8) soil borings at the Site, designated SB-C1 through SB-C8 in the Proposed SOW Figure 2 (Proposed Boring and Monitoring Well Location Plan). Calderwood & Harkness has reviewed the proposed boring locations and rationale and hereby approves the installation of eight soil borings as proposed, subject to the following location rationale and specifications:
Former UST Area (SB-C1 through SB-C4). Four soil borings, designated SB-C1 through SB-C4, are to be positioned in and around the former UST cavity area in the southwestern portion of the Site. The purpose of these borings is to delineate the current lateral and vertical extent of residual DRO contamination documented in connection with the 2012 UST removal and 2013 WV DEP closure. The borings should be placed at approximately the cardinal directions (north, south, east, and west) surrounding the perimeter of the former UST pit, with at least one boring (we recommend SB-C1) located within the footprint of the former excavation to provide a baseline comparison with the 2012 closure data. The specific coordinates of the borings should be adjusted as needed in the field to avoid known underground utilities and other subsurface obstructions, but the general spatial distribution described above should be maintained to ensure adequate delineation.
Northeast Drum Storage Area (SB-C5 through SB-C8). Four soil borings, designated SB-C5 through SB-C8, are to be positioned in and around the northeast drum storage area within the warehouse building. The purpose of these borings is to evaluate whether releases from drum storage operations have impacted subsurface soils beneath and adjacent to the storage area. We direct that the borings be placed as follows:
(a) SB-C5 should be placed at the location of the most prominent observed concrete staining, to provide a direct assessment of soil conditions beneath the area of greatest apparent impact;
(b) SB-C6 should be placed immediately downgradient of the stained area (based on inferred groundwater flow direction as determined from available topographic data, regional hydrogeologic information, and water-level measurements obtained during the investigation);
(c) SB-C7 and SB-C8 should be placed at two additional points, selected to define the lateral extent of any potential contamination emanating from the drum storage area, positioned at locations agreed upon in the field by TerraVerde's Project Manager based on professional judgment and field conditions.
Depth and Sampling Protocol. All borings should extend to a minimum depth of fifteen (15) feet below ground surface ("bgs") or to the first encountered groundwater, whichever is deeper, unless refusal on bedrock or other impenetrable material is encountered at a shallower depth. In the event of refusal, TerraVerde should document the depth and nature of refusal and, if feasible, attempt to advance the boring through the obstruction using appropriate techniques (e.g., rock coring) or relocate the boring to an adjacent position. Continuous soil sampling should be conducted throughout the entire boring interval using split-spoon sampling methods or direct-push (e.g., Geoprobe) methods, as appropriate for the subsurface conditions encountered. All soil samples should be collected in accordance with applicable EPA and WV DEP sampling protocols.
Field Screening. All soil samples collected during boring advancement should be field-screened at the time of collection using a photoionization detector ("PID") equipped with a 10.6 eV lamp (or equivalent). PID readings should be recorded at each sampling interval. In addition, visual observations (staining, discoloration, non-aqueous phase liquids) and olfactory observations (petroleum or chemical odors) should be documented for each sample interval and recorded on standardized boring logs. All boring logs should include a lithologic description of the soils encountered, sampling depths, PID readings, visual and olfactory observations, sample identification numbers, and any other relevant field data.
3.3 Temporary Monitoring Wells
TerraVerde's Proposed SOW contemplates the installation of three (3) temporary monitoring wells at the Site, designated TMW-C1 through TMW-C3. Calderwood & Harkness has reviewed the proposed well locations, construction details, and sampling approach and hereby approves the installation of three temporary monitoring wells as proposed, subject to the following specifications:
Well Locations. The three temporary monitoring wells should be installed at the following locations:
(a) TMW-C1: In the immediate vicinity of the former UST cavity, specifically at the location of the soil boring (among SB-C1 through SB-C4) that exhibits the highest PID readings or the greatest field-screening indication of DRO contamination. The selection of the specific boring for conversion to TMW-C1 should be made by TerraVerde's Project Manager in the field based on real-time field data.
(b) TMW-C2: Positioned downgradient of the former UST cavity, based on the inferred groundwater flow direction as determined from available topographic data and regional hydrogeologic information. We note that the Phase I ESA indicates a generally westward to northwestward groundwater flow direction across the Site based on regional data, but this should be confirmed during the investigation based on water-level measurements obtained from the installed wells. TMW-C2 should be placed at a sufficient distance from the former UST cavity (we suggest approximately 50 to 75 feet downgradient) to assess whether dissolved-phase DRO contamination has migrated beyond the immediate area of the former UST.
(c) TMW-C3: In the vicinity of the northeast drum storage area, at or near the location of the observed concrete staining, and ideally co-located with or adjacent to the soil boring exhibiting the highest field indications of contamination in the drum storage area.
Well Construction. Each temporary monitoring well should be constructed as a two-inch (2-inch) inside-diameter well, using Schedule 40 PVC casing and factory-slotted PVC screen with 0.010-inch slot openings. A ten-foot (10-foot) well screen interval should be installed across the water table, with the screen positioned to intercept the uppermost saturated zone. The annular space around the screen interval should be backfilled with a clean silica sand filter pack extending approximately two feet above the top of the screen, with a bentonite seal and grout to the surface. A flush-mount protective well cover should be installed at the surface for each well. Detailed well construction diagrams should be prepared for each well and included as a deliverable.
Well Development. Each temporary monitoring well should be developed following installation, using low-flow surging and pumping techniques, to remove fine-grained sediment from the filter pack and screen and to ensure that subsequent groundwater samples are representative of in-situ groundwater quality. Development should continue until water clarity improves and field parameters (turbidity, pH, specific conductance) stabilize. Development water volumes should be recorded and development water should be managed as investigation-derived waste.
Water-Level Measurements. Static water-level measurements should be collected from all three temporary monitoring wells using an electronic water-level indicator, following an appropriate equilibration period after well development (minimum 24 hours, if feasible within the field schedule). Water-level measurements should be referenced to a common datum (either top-of-casing or mean sea level if surveyed elevations are available) and should be used to calculate the groundwater flow direction and horizontal hydraulic gradient across the Site. The results of the water-level measurements and groundwater flow determination should be presented on a potentiometric surface map included in the Phase II ESA report.
3.4 Analytical Program — Soil Samples
Calderwood & Harkness directs that soil samples collected from the eight soil borings be analyzed for the following parameters. These analytical parameters have been refined from those listed in the Proposed SOW to ensure comprehensive and adequate characterization of subsurface soil conditions associated with both the CREC (former UST area) and the REC (northeast drum storage area):
(a) Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO). All soil samples submitted for laboratory analysis should be analyzed for DRO and GRO by WV DEP-approved methods, specifically EPA Method 8015 (or equivalent approved method such as the WV DEP-modified 8015 series). While DRO is the primary constituent of concern in the former UST area (borings SB-C1 through SB-C4), GRO analysis is also warranted to screen for lighter-end petroleum fractions that may be present as co-contaminants. DRO and GRO analysis is also appropriate for all borings in the drum storage area (SB-C5 through SB-C8) as a general screening measure.
(b) Volatile Organic Compounds (VOCs). All soil samples submitted for laboratory analysis should be analyzed for the full target analyte list of VOCs by EPA Method 8260. This analysis is particularly critical for the drum storage area borings (SB-C5 through SB-C8), given the documented use and storage of acetone and methyl ethyl ketone (MEK) at the facility, but is also appropriate for the former UST area borings as a comprehensive screening measure. The analytical method must include acetone and MEK on the target analyte list; please confirm that Keystone Analytical Laboratories' standard Method 8260 target list includes these compounds.
(c) Semi-Volatile Organic Compounds (SVOCs). All soil samples submitted for laboratory analysis should be analyzed for the full target analyte list of SVOCs by EPA Method 8270. This analysis is warranted to screen for potential breakdown products, heavier-fraction organic contaminants, and constituents associated with the epoxy resin and amine-based hardener materials used at the facility. SVOC analysis will also provide useful data for evaluating the full spectrum of potential contaminants of concern at both the former UST area and the drum storage area.
Sample Selection Criteria. At minimum, two (2) soil samples per boring should be selected and submitted for laboratory analysis. The sample selection criteria are as follows:
(i) The first sample should be collected from the interval exhibiting the highest PID reading or the most significant visual or olfactory evidence of contamination, as determined during field screening.
(ii) The second sample should be collected from the deepest interval sampled in the boring, to evaluate conditions at or near the base of the boring and to assess the vertical extent of any potential contamination.
(iii) In borings where no field evidence of contamination is observed (i.e., PID readings are at or near background and no visual or olfactory indications are present), samples should be submitted from the two-to-four-foot (2–4 ft) interval and the ten-to-twelve-foot (10–12 ft) interval, or at equivalent intervals adjusted for site-specific conditions as determined by TerraVerde's Project Manager.
Total Anticipated Soil Samples. Based on the foregoing criteria, the total anticipated number of soil samples for laboratory analysis is approximately sixteen (16) samples (two samples per boring, multiplied by eight borings). In addition to these investigation samples, the following quality assurance/quality control ("QA/QC") samples should be collected and submitted for analysis:
•  One (1) field duplicate sample per every ten (10) investigation samples, or a minimum of two (2) field duplicate samples;
•  One (1) trip blank per each cooler containing VOC samples;
•  One (1) equipment rinsate blank per day of sampling activities (if non-dedicated sampling equipment is used).
TerraVerde should document the QA/QC program in the Phase II ESA report, including a discussion of data quality objectives, QA/QC sample results, and any data quality issues identified during data validation.
3.5 Analytical Program — Groundwater Samples
One (1) groundwater sample should be collected from each of the three temporary monitoring wells (TMW-C1, TMW-C2, and TMW-C3), for a total of three (3) groundwater samples. The following analytical parameters should be applied to all groundwater samples:
(a) DRO and GRO — by EPA Method 8015 (or WV DEP-approved equivalent).
(b) VOCs — by EPA Method 8260, including the full target analyte list with specific attention to acetone, methyl ethyl ketone (MEK), and any other VOCs that may be identified as constituents of concern based on facility operations.
(c) SVOCs — by EPA Method 8270, including the full target analyte list.
Field Parameters. The following field water-quality parameters should be measured at the time of groundwater sampling using calibrated field instruments: pH, temperature, dissolved oxygen, specific conductance, oxidation-reduction potential ("ORP"), and turbidity. Field parameters should be recorded at regular intervals during purging and at the time of sample collection, and should be reported in the Phase II ESA report.
Sampling Methodology. Low-flow purging and sampling techniques are preferred to minimize sample turbidity and to collect samples that are representative of in-situ groundwater quality. Purging should continue until field parameters have stabilized (as defined in EPA low-flow sampling guidance) or until a minimum of three well volumes have been removed. If low-flow techniques are impracticable due to well yield or other site conditions, TerraVerde should utilize alternative sampling methods in accordance with applicable EPA guidance and should document the method employed and the rationale for any deviation from low-flow protocols.
3.6 Applicable Standards
All laboratory analytical results for both soil and groundwater samples should be compared to the following applicable WV DEP standards, screening levels, and federal benchmarks:
(a) WV DEP Voluntary Remediation and Redevelopment Program (VRDP) de minimis levels for soil and groundwater, as published in the most current version of the WV DEP VRDP guidance documents.
(b) WV DEP Risk-Based Corrective Action (RBCA) screening levels for soil and groundwater, including both residential and non-residential (commercial/industrial) screening values. Given the current commercial/industrial use of the Site, non-residential screening levels are the primary applicable benchmarks; however, residential screening levels should also be presented for informational purposes, particularly in light of the institutional controls associated with the CREC.
(c) Federal Maximum Contaminant Levels (MCLs) for groundwater, as promulgated under the Safe Drinking Water Act, where WV DEP-specific groundwater standards or screening levels are not available or do not address a particular constituent detected in groundwater samples.
TerraVerde should present all analytical results in tabular format, with side-by-side comparison to each applicable standard or screening level noted above. Exceedances of any applicable standard should be clearly highlighted in the data summary tables and discussed in the conclusions section of the Phase II ESA report. We further request that the tables identify the applicable standard source (i.e., VRDP de minimis, RBCA residential, RBCA non-residential, or federal MCL) for each constituent.
3.7 Laboratory Selection
We understand from the Proposed SOW that TerraVerde proposes to submit all soil and groundwater samples to Keystone Analytical Laboratories Inc. ("Keystone"), located in Monroeville, Pennsylvania, for analysis. Keystone is TerraVerde's preferred analytical laboratory and has been utilized by TerraVerde on previous engagements under this matter.
We request that TerraVerde confirm, prior to sample submittal, that Keystone Analytical Laboratories holds current WV DEP laboratory certification and/or accreditation for all proposed analytical methods, specifically EPA Methods 8015, 8260, and 8270 for both soil and water matrices. Please provide a copy of Keystone's current WV DEP certification letter or accreditation documentation to Calderwood & Harkness for our records.
A standard laboratory turnaround time of fourteen to twenty-one (14–21) calendar days from sample receipt is acceptable for this investigation. Rush turnaround is not required at this time; however, we reserve the right to request expedited turnaround on all or a portion of the analytical results if the deal timeline accelerates or if transactional deadlines necessitate earlier receipt of data. TerraVerde should confirm with Keystone that rush turnaround (e.g., seven calendar days) would be available upon request and should provide the associated cost differential for our reference.
3.8 Investigation-Derived Waste
All investigation-derived waste ("IDW") generated during the Phase II field activities, including but not limited to drill cuttings, decontamination water, well development and purge water, personal protective equipment, and disposable sampling equipment, should be managed and disposed of in accordance with all applicable WV DEP regulations and guidelines.
Specifically, drill cuttings generated from each boring should be containerized in labeled 55-gallon steel drums at the Site, pending receipt of laboratory analytical results. Once analytical results are available, TerraVerde should coordinate with Calderwood & Harkness regarding characterization (if additional analyses are needed for waste profiling) and proper disposal of the containerized drill cuttings at a WV DEP-approved disposal facility. The cost of IDW disposal, if not already included in the approved budget, should be tracked separately and reported to Calderwood & Harkness.
Decontamination water, well development water, and purge water should also be containerized on-Site pending characterization and disposal, unless TerraVerde determines in consultation with Calderwood & Harkness that discharge to the municipal sanitary sewer system is permissible under applicable local and state regulations.
Well Abandonment. Upon completion of the groundwater sampling program, the three temporary monitoring wells (TMW-C1, TMW-C2, and TMW-C3) should be properly abandoned and decommissioned in accordance with WV DEP well construction and abandonment standards. Well abandonment should include removal of the well casing and screen (if practicable), backfilling the borehole with bentonite grout from total depth to the ground surface, and restoration of the surface to pre-investigation conditions. Provided, however, that if Calderwood & Harkness or Crestline determines that retention of one or more wells for future monitoring purposes is desirable, we will notify TerraVerde in advance of well abandonment activities, and TerraVerde should be prepared to leave designated wells in place with appropriate surface protection.
4. Landlord Consent and Site Access
Calderwood & Harkness confirms that the Clarksburg Facility is not owned by ACC but is rather leased by ACC from Mountainview Properties LLC ("Mountainview") pursuant to a commercial lease agreement with an effective commencement date of January 1, 2015, and a fifteen-year term expiring December 31, 2029. The lease is structured as a triple-net lease, with ACC responsible for property taxes, insurance, and maintenance of the leased premises. Relevant to the Phase II investigation, the lease imposes an obligation on ACC, as tenant, to remediate any environmental contamination caused by tenant operations, and further requires that ACC obtain landlord notification and consent prior to conducting any invasive environmental investigation activities at the premises.
Landlord consent for the Phase II Environmental Site Assessment has been obtained from Mountainview Properties LLC through its Managing Member, Gerald Boothe. Mr. Boothe executed a landlord consent letter authorizing TerraVerde and its subcontractors to access the Site and perform the Phase II investigation activities described in the Proposed SOW, subject to certain conditions regarding restoration of the property following completion of field activities. A copy of the fully executed landlord consent letter was transmitted separately to TerraVerde under cover of Calderwood & Harkness's correspondence dated September 16, 2022. Please confirm receipt of the landlord consent letter at your earliest convenience; if you have not received it, please contact our office immediately so that we may re-transmit.
For coordination of site access and scheduling of field activities, TerraVerde should contact ACC's Environmental Health & Safety Manager, Carl Johannsen (telephone: (304) 555-7210; email: cjohannsen@alleghenychem.com), and ACC's Vice President of Operations, Diane Pulaski (telephone: (304) 555-7215; email: dpulaski@alleghenychem.com), directly. Calderwood & Harkness should be copied on all scheduling communications. Please note that ACC's production schedule may impose certain constraints on access to the interior of the warehouse building, particularly with respect to the northeast drum storage area; early coordination with Mr. Johannsen and Ms. Pulaski is recommended to minimize potential scheduling conflicts.
5. Schedule and Deliverables
5.1 Proposed Schedule
Based on discussions between TerraVerde, Calderwood & Harkness, and Crestline, the following schedule is proposed for the Phase II investigation at the Clarksburg Facility:
The foregoing schedule is subject to TerraVerde's equipment and crew availability, weather conditions, site access coordination, and other factors outside the parties' control. TerraVerde should notify Calderwood & Harkness promptly of any anticipated delays or scheduling changes that may affect the target dates set forth above. Given the transactional context of this engagement, timely completion of the Phase II investigation is of significant importance to Crestline, and we ask that TerraVerde make every reasonable effort to adhere to the proposed schedule.
5.2 Deliverables.  TerraVerde is expected to provide the following deliverables in connection with the Phase II investigation:
(a) Daily Field Activity Summaries. During the field investigation period, TerraVerde should provide daily email summaries of field activities conducted, including a brief description of borings and wells installed, samples collected, field observations, any issues or deviations from the approved scope, and the planned activities for the following day. Daily summaries should be transmitted via email to the following distribution list: Kevin O'Malley (TerraVerde), Harrison Caldwell (Calderwood & Harkness), Grace Nakamura (Calderwood & Harkness), and Patricia Okonkwo (Crestline).
(b) Completed Boring Logs and Well Construction Diagrams. Final boring logs prepared in accordance with industry-standard conventions, including lithologic descriptions, sample depths, PID readings, visual and olfactory observations, and sample identification numbers. Well construction diagrams for each of the three temporary monitoring wells, including screen interval, filter pack, bentonite seal, grout, and surface completion details.
(c) Laboratory Analytical Data Packages. Complete laboratory analytical data packages from Keystone Analytical Laboratories, including full Level IV data deliverables (raw data, calibration data, QA/QC summaries, chain-of-custody documentation, and case narratives). Electronic Data Deliverable ("EDD") format should be provided in addition to hard-copy (PDF) data packages, if available.
(d) Summary Data Tables. Tabular summaries of all analytical results for soil and groundwater samples, with side-by-side comparison to applicable WV DEP VRDP de minimis levels, WV DEP RBCA screening levels (residential and non-residential), and federal MCLs, as discussed in Section 3.6 above. Exceedances should be highlighted.
(e) Draft Phase II ESA Report. A comprehensive Draft Phase II ESA report including, at a minimum: an executive summary; a description of the Site background and Phase I findings; a description of the Phase II investigation scope, methods, and procedures; a presentation and discussion of investigation results (soil and groundwater data); figures, including a Site plan showing boring and well locations overlaid on an existing Site survey or aerial photograph, cross-sections if warranted by the data, and a potentiometric surface map; summary data tables; boring logs and well construction diagrams; complete laboratory analytical reports as appendices; a discussion of data quality and QA/QC results; conclusions regarding the nature and extent of contamination; and recommendations for further action, if warranted.
(f) Final Phase II ESA Report. A Final Phase II ESA report incorporating Calderwood & Harkness's review comments on the draft report. The final report should be provided in both hard copy (three bound copies) and electronic format (searchable PDF).
6. Health and Safety and Regulatory Notifications
TerraVerde must prepare and implement a site-specific Health and Safety Plan ("HASP") for the Phase II field activities, in accordance with OSHA regulations at 29 C.F.R. § 1910.120 (Hazardous Waste Operations and Emergency Response) and applicable state occupational safety and health requirements. The HASP should specifically address potential exposure pathways and health hazards associated with the contaminants of concern at the Site, including but not limited to diesel-range organics, gasoline-range organics, volatile organic compounds (particularly acetone and MEK), and semi-volatile organic compounds. The HASP should include provisions for personal protective equipment, air monitoring, decontamination procedures, emergency response, and hospital route information. A copy of the HASP should be maintained on-Site during all field activities and should be available for review upon request.
Prior to field mobilization, TerraVerde should contact WV DEP to confirm whether notification, approval, or any other regulatory action is required prior to the installation of temporary monitoring wells at a site with an existing UST closure on file (WV DEP Site ID: WVUST-2012-04887). Specifically, TerraVerde should determine whether the installation of borings and wells within or adjacent to the area subject to the existing institutional controls triggers any notification or re-opener obligations under the terms of the WV DEP closure. Any required notifications or communications with WV DEP must be coordinated with and approved by Calderwood & Harkness in advance, as discussed further in Section 8 below.
Utility clearance must be completed prior to any subsurface penetration at the Site. TerraVerde should contact WV 811 ("Miss Utility") to initiate a locate request for all underground utilities in the areas of the proposed borings and wells. Utility clearance tickets should be maintained in the project file. In addition, TerraVerde should request from ACC any available as-built drawings, utility maps, or other records reflecting the location of subsurface utilities, piping, and other infrastructure at the Clarksburg Facility.
TerraVerde should carry and maintain current certificates of general liability insurance (minimum $1,000,000 per occurrence / $2,000,000 aggregate) and professional liability (errors and omissions) insurance (minimum $1,000,000 per claim) throughout the duration of the Phase II investigation. Copies of current certificates of insurance should be provided to both Calderwood & Harkness and Mountainview Properties LLC, per the requirements of the landlord consent agreement. Mountainview Properties LLC and Crestline Packaging Solutions LLC should be named as additional insureds on TerraVerde's general liability policy for the duration of the field activities at the Site.
7. Budget Confirmation
TerraVerde's Proposed SOW includes a budget estimate of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) for the Phase II Environmental Site Assessment at the Clarksburg Facility, inclusive of field investigation activities, laboratory analytical costs, IDW management (excluding final disposal), report preparation, and project management. This budget estimate is hereby approved and is consistent with the engagement scope discussed during the September 8, 2022 conference call between TerraVerde (Dr. Nina Sorensen and Kevin O'Malley), Calderwood & Harkness (Harrison Caldwell and Grace Nakamura), and Crestline (Patricia Okonkwo and Derek Huang), and as subsequently authorized by Crestline.
Any change orders, scope modifications, or additional work that would cause the total project cost to exceed the approved budget by more than ten percent (10%) — i.e., any increase exceeding Three Thousand Seven Hundred Fifty Dollars ($3,750.00) — must be approved in advance and in writing by Calderwood & Harkness and Crestline prior to the commencement of such additional work. TerraVerde should promptly notify Calderwood & Harkness if field conditions are encountered that may necessitate scope changes or budget adjustments.
Invoices for the Phase II investigation should be submitted directly to:
Crestline Packaging Solutions LLC
Attn: Sandra Weiss, Chief Financial Officer
4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402
Copies of all invoices should be simultaneously provided to:
Calderwood & Harkness LLP
Attn: Harrison Caldwell, Of Counsel
1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115
Invoices should reference TerraVerde's project number, C&H Matter No. 1006-00003, and the Site name (Clarksburg Resin Blending Facility).
8. Confidentiality and Privilege
All Phase II investigation work product, including but not limited to field notes, boring logs, well construction records, raw data, laboratory analytical data packages, draft and final reports, memoranda, and all written and oral communications between TerraVerde and Calderwood & Harkness or Crestline, is being prepared at the direction of legal counsel (Calderwood & Harkness LLP) in connection with Crestline's proposed acquisition of ACC and may be subject to attorney-client privilege and/or the work product protection doctrine. TerraVerde acknowledges that the preservation of these protections is of critical importance to the client and to the integrity of the transactional due diligence process.
Accordingly, TerraVerde should mark all reports, data packages, memoranda, correspondence, and other written communications related to this engagement with the following legend:
"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL"
TerraVerde should not distribute, disclose, or transmit any work product, data, reports, or other information related to this engagement to any third party — including but not limited to ACC, ACC's legal counsel (Hargrove, Dalton & Speer LLP), Mountainview Properties LLC (except to the extent required by the landlord consent agreement), the Seller, the Seller's representatives, or any federal, state, or local regulatory agency — without the prior written consent of Calderwood & Harkness. This restriction applies to both formal and informal communications and includes responses to any regulatory inquiries or requests for information.
Any communications with WV DEP or other regulatory agencies regarding the Phase II investigation — including but not limited to the notification inquiry described in Section 6 above — must be coordinated with and approved by Calderwood & Harkness in advance. TerraVerde should not initiate any contact with regulatory agencies regarding this investigation without first consulting with Harrison Caldwell or Grace Nakamura at Calderwood & Harkness. If TerraVerde is contacted by any regulatory agency regarding the Site or the investigation, TerraVerde should promptly notify Calderwood & Harkness before providing any substantive response.
9. Closing and Contact Information
We request that TerraVerde confirm receipt of this letter and express its concurrence with the approved scope, comments, and modifications set forth herein no later than September 23, 2022. If TerraVerde has any questions, concerns, or proposed revisions to the approved scope or the comments contained in this letter, please do not hesitate to contact us to discuss.
Questions and comments should be directed to:
Harrison Caldwell, Of Counsel Environmental & Land Use Practice Group Calderwood & Harkness LLP Telephone: (216) 555-4837
Email: hcaldwell@calderwoodharkness.com
with a copy to:
Grace Nakamura, Lead Associate Real Estate Practice Group Calderwood & Harkness LLP Telephone: (216) 555-4852
Email: gnakamura@calderwoodharkness.com
We appreciate TerraVerde's continued diligent work on this engagement and look forward to a successful and timely completion of the Phase II investigation at the Clarksburg Facility. We are confident that the investigation, as scoped and approved herein, will provide the data necessary to support Crestline's informed evaluation of the environmental conditions at the Site in connection with the proposed transaction.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Caldwell Of Counsel Environmental & Land Use Practice Group Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4837
Email: hcaldwell@calderwoodharkness.com
cc: (via email)
Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, VP, Environmental Health & Safety, Crestline Packaging Solutions LLC Dr. Nina Sorensen, P.E., CHMM, Principal-in-Charge, TerraVerde Environmental Consulting LLC
Encl.: None (Landlord Consent Letter transmitted separately under cover of September 16, 2022 correspondence)
Milestone | Target Date
Field mobilization | On or about October 3, 2022
Boring and well installation, soil and groundwater sampling | October 3–7, 2022 (3–5 field days)
Sampling completion | On or about October 7, 2022
Sample submittal to Keystone Analytical Laboratories | Within 24 hours of sampling completion, via chain-of-custody protocols
Receipt of laboratory analytical results | Approximately October 21–28, 2022 (14–21 calendar days following sample receipt by laboratory)
Draft Phase II ESA report | Within 10 business days of receipt of final laboratory analytical data
Calderwood & Harkness review and comment period | 5 business days following receipt of draft report
Final Phase II ESA report | Within 5 business days of receipt of Calderwood & Harkness's comments

PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL

CALDERWOOD & HARKNESS LLP

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