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

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

16 / 35 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115

Telephone: (216) 555-9200 Facsimile: (216) 555-9201 www.calderwoodharkness.com

September 1, 2022

Dr. Nina Sorensen, P.E., CHMM Principal-in-Charge

Kevin O'Malley, P.G. Project Manager

TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, Ohio 43240

Re: Review and Comments on Proposed Phase II Environmental Site Assessment Scope of Work — McKeesport Main Plant, 2200 Iron Works Boulevard, McKeesport, PA 15132 (Allegheny County, Pennsylvania; Parcel ID: 0383-M-00125-0000-00)

C&H Matter No. 1006-00003

Client: Crestline Packaging Solutions LLC

Dear Dr. Sorensen and Mr. O'Malley:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") represents Crestline Packaging Solutions LLC ("CPS" or "Crestline"), an Ohio limited liability company and portfolio company of Briarwood Capital Partners Fund IV LP, in connection with CPS's proposed acquisition of one hundred percent (100%) of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation headquartered at the McKeesport facility described above (the "Transaction"). The Transaction is structured as a stock purchase, with a proposed aggregate purchase price of approximately $94.5 million, subject to customary working capital adjustments and other post-closing true-up mechanisms. Because the Transaction is structured as a stock purchase rather than an asset acquisition, CPS will succeed to all of ACC's liabilities — including any environmental liabilities associated with ACC's real property holdings — making thorough environmental due diligence of particular importance.

Calderwood & Harkness was engaged by CPS on July 19, 2022, to perform environmental due diligence oversight in connection with the Transaction, including the review and direction of Phase I and Phase II Environmental Site Assessments ("ESAs") to be conducted by TerraVerde Environmental Consulting LLC ("TerraVerde") at each of ACC's principal operating facilities. TerraVerde's engagement as the environmental consulting firm for the Transaction was approved by C&H on behalf of CPS, and TerraVerde's work is being conducted at the direction of, and under the oversight of, Calderwood & Harkness.

The purpose of this letter is to provide C&H's formal review of, and comments on, TerraVerde's proposed Phase II ESA Scope of Work for the McKeesport Main Plant (the "Site"), which was submitted to C&H on or about August 26, 2022 (the "Proposed SOW"). The Phase II investigation at the McKeesport Main Plant is being conducted at the direction and on behalf of Crestline, under the oversight of Calderwood & Harkness, for purposes of evaluating environmental conditions at the Site in advance of the Transaction and in support of CPS's environmental risk assessment and the satisfaction of certain lender environmental diligence requirements, as described more fully in Section 7 below.

Copies of this letter are being provided to Derek Huang, General Counsel of CPS, and Patricia Okonkwo, Vice President of Environmental Health & Safety of CPS, for their reference and information. All questions, comments, or responses from TerraVerde regarding this letter should be directed to Harrison Caldwell at Calderwood & Harkness, with copies to Grace Nakamura, as set forth more fully in Section 9 of this letter.

2. Background — Phase I ESA Findings Triggering Phase II Investigation

This Section provides a summary of the Phase I ESA findings that form the basis for the recommended Phase II investigation at the McKeesport Main Plant. A more detailed discussion of these findings is set forth in C&H's Phase I ESA Review Memorandum for the McKeesport facility, prepared by Harrison Caldwell and Grace Nakamura, a copy of which is enclosed with this letter.

TerraVerde completed a Phase I ESA for the McKeesport Main Plant, dated August 15, 2022, conducted in accordance with ASTM International Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (the "Phase I Report"). The Phase I Report was reviewed by C&H, and C&H's comments and recommendations were memorialized in the enclosed Phase I ESA Review Memorandum.

The McKeesport Main Plant is a 14.3-acre industrial facility located at 2200 Iron Works Boulevard, McKeesport, Allegheny County, Pennsylvania 15132. The Site is improved with approximately 185,000 square feet of manufacturing space and approximately 12,000 square feet of office space. ACC's primary operations at the facility involve solvent-based and epoxy coating manufacturing, including mixing, blending, and filling operations. The manufacturing processes utilize significant quantities of organic solvents and pigments, and the facility generates substantial volumes of hazardous waste.

ACC has owned the property in fee simple since 1987, when it acquired the Site from the estate of Keystone Metalworks, a now-defunct steel fabrication company that had operated at the location for approximately four decades prior. The Site's historical use as a steel fabrication facility is relevant to the environmental conditions discussed below, as legacy operations by Keystone Metalworks may have contributed heavy metals contamination to Site soils.

The facility is assigned EPA Identification Number PAD-098-721-445 and is classified as a Large Quantity Generator ("LQG") of hazardous waste under the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq. The primary chemicals of concern at the facility include volatile organic compounds ("VOCs") — specifically toluene, xylene, methyl ethyl ketone ("MEK"), and ethylbenzene — associated with ACC's current coating manufacturing operations, as well as heavy metals — specifically chromium and lead — associated with legacy pigment operations conducted by both ACC and the prior owner, Keystone Metalworks.

2.1 Recognized Environmental Conditions (RECs)

The Phase I Report identified two Recognized Environmental Conditions ("RECs") at the McKeesport Main Plant, each of which warrants further investigation through Phase II subsurface assessment:

REC-1: Potential Vapor Intrusion from Former Underground Storage Tank (UST) Field Beneath Building C. The Phase I Report documented elevated VOC readings in indoor air near the Building C mixing area. Three 10,000-gallon underground storage tanks ("USTs") were removed from the Site in 1993. Following the UST removal, a release was reported to the Pennsylvania Department of Environmental Protection ("PA DEP"), and an Act 2 filing was opened in 1994 under the Land Recycling and Environmental Remediation Standards Act, 35 P.S. §§ 6026.101–6026.908 ("Act 2"). A No Further Action ("NFA") letter was issued by PA DEP in May 2001 under the Statewide Health Standard for soils. However, residual subsurface contamination may remain beneath the former UST excavation area, and the elevated indoor air VOC readings documented in the Phase I Report suggest the presence of a potential vapor intrusion pathway from residual subsurface contamination into the occupied portions of Building C. This condition represents a REC under the ASTM E1527-21 standard because, notwithstanding the prior regulatory closure for soils, the vapor intrusion pathway was not addressed at the time of the NFA determination, and current conditions suggest the potential for an ongoing release affecting indoor air quality.

REC-2: Staining and Stressed Vegetation Along Eastern Property Boundary. The Phase I Report documented observable staining and stressed vegetation along the eastern property boundary, adjacent to an unlined stormwater drainage channel. The outdoor drum storage area is located in this vicinity, and the observed conditions are indicative of a potential release of hazardous substances or petroleum products from the drum storage area to surface soils and potentially to the shallow groundwater aquifer via the stormwater drainage channel. This condition represents a REC under the ASTM E1527-21 standard.

2.2 Historical Recognized Environmental Condition (HREC)

The Phase I Report also identified one Historical Recognized Environmental Condition ("HREC"):

HREC-1: 1994 Act 2 Release Associated with Former USTs. The 1994 release associated with the removal of the three 10,000-gallon USTs was classified as an HREC under the ASTM E1527-21 standard because regulatory closure was achieved through the issuance of the NFA letter in May 2001, and no further action is required unless site conditions have materially changed since that time. It is important to note, however, that the NFA letter was issued under the Statewide Health Standard for soils only and did not address groundwater conditions or vapor intrusion pathways. As discussed above in connection with REC-1, the elevated indoor air VOC readings documented in the Phase I Report suggest that site conditions may have changed — or, more precisely, that a pathway of concern that was not previously evaluated may in fact be active — warranting further investigation.

2.3 Phase II Recommendation from C&H Phase I Review Memorandum

In C&H's Phase I ESA Review Memorandum for the McKeesport Main Plant, prepared by Harrison Caldwell and Grace Nakamura, this Firm recommended that a Phase II subsurface investigation be conducted targeting both REC-1 and REC-2, as identified above. Specifically, the Phase I Review Memorandum recommended that the Phase II investigation be designed to evaluate whether residual contamination exists in soil and groundwater at the Site at concentrations exceeding applicable PA Act 2 cleanup standards, and whether an active vapor intrusion pathway exists at Building C in connection with the former UST field. These recommendations form the basis for the scope of work review set forth in this letter.

3. Review of Proposed Phase II Scope of Work

Calderwood & Harkness has reviewed TerraVerde's proposed Phase II ESA Scope of Work, dated August 26, 2022 (the "Proposed SOW"), in its entirety. Our overall assessment is that the Proposed SOW is generally acceptable and well-designed, reflecting a sound technical approach to the investigation of the RECs identified in the Phase I Report. However, C&H requests certain modifications and additions to the Proposed SOW, as described in detail below. These modifications are necessary to ensure that the Phase II investigation is sufficiently comprehensive to support CPS's environmental risk assessment, to satisfy lender environmental diligence requirements, and to provide an adequate basis for evaluating potential remediation obligations and associated costs in connection with the Transaction.

We confirm that the Phase II investigation should be conducted in accordance with ASTM International Standard Practice E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process, and all applicable PA DEP guidance for Act 2 site characterization, including but not limited to the PA DEP Technical Guidance Manual for the Act 2 Land Recycling Program and the PA DEP Vapor Intrusion Guidance Document (revised February 2021).

Our specific comments on each component of the Proposed SOW are set forth below.

3.1 Soil Borings — Approved with Comments

TerraVerde has proposed a total of eighteen (18) soil borings, designated SB-1 through SB-18, to be advanced at locations across the Site as depicted in the boring location plan included with the Proposed SOW. C&H approves the number and general placement of the proposed soil borings, subject to the comments and clarifications set forth below.

Borings SB-1 through SB-8 (Former UST Field Area). Borings SB-1 through SB-8 are positioned in and around the former UST field to characterize the lateral and vertical extent of residual soil contamination associated with the 1993 UST removal and the 1994 Act 2 filing. This placement is appropriate and is approved by C&H. These borings are critical for determining whether residual soil contamination remains at concentrations exceeding applicable Act 2 Statewide Health Standards, notwithstanding the 2001 NFA determination, and for evaluating the potential source of vapors contributing to the elevated indoor air VOC readings documented in the Phase I Report.

Borings SB-9 through SB-14 (Eastern Property Boundary / Stormwater Channel / Drum Storage Area). Borings SB-9 through SB-14 are positioned along the eastern property boundary in the vicinity of the unlined stormwater drainage channel and the outdoor drum storage area. These borings are intended to investigate the soil and subsurface conditions underlying the staining and stressed vegetation observed during the Phase I ESA, as documented in REC-2. This placement is approved by C&H. C&H notes that the borings should be positioned to allow for characterization of both the drum storage area itself and the downgradient area toward and along the stormwater channel, as the channel represents a potential conduit for migration of contamination off-site.

Borings SB-15 through SB-18 (Background / Upgradient / Other Areas of Concern). Borings SB-15 through SB-18 are positioned as background and upgradient reference borings and beneath other areas of operational concern identified in the Phase I Report. These borings are approved by C&H and will provide important baseline data for comparison with results obtained from the borings located in the areas of identified concern.

Request for Clarification on Boring Depths. C&H requests that TerraVerde clarify the proposed depths for each boring. In particular, borings in the former UST area (SB-1 through SB-8) should extend to a minimum depth sufficient to penetrate entirely through the former UST excavation backfill material and into native, undisturbed soil beneath the backfill. Additionally, these borings should be advanced to the water table if the water table is encountered within the depth interval of the boring. Understanding the depth to groundwater beneath the former UST area is essential to evaluating whether residual contamination has impacted the shallow aquifer and whether a vapor intrusion source exists in the saturated zone. Please provide the anticipated boring depths and the basis for those depths in the revised SOW.

Sampling and Logging Requirements. All borings should be continuously logged by a licensed Professional Geologist registered in the Commonwealth of Pennsylvania. Split-spoon sampling should be conducted at two-foot (2-ft) intervals throughout the boring depth, and all samples should be field-screened using a calibrated photoionization detector ("PID"). PID readings should be recorded on the boring logs and used to select samples for laboratory analysis. At a minimum, the sample with the highest PID reading from each boring, the sample collected from the first interval below the water table (if encountered), and one sample from native material below the former UST excavation backfill should be submitted for laboratory analysis from each boring in the UST area.

3.2 Temporary Monitoring Wells — Approved with Comments

TerraVerde has proposed the installation of six (6) temporary monitoring wells, designated MW-1 through MW-6, at locations across the Site as depicted in the Proposed SOW. C&H approves the number and proposed locations of the temporary monitoring wells, subject to the comments set forth below.

Wells MW-1 through MW-3 (Downgradient of Former UST Field). Monitoring wells MW-1, MW-2, and MW-3 are proposed in locations downgradient of the former UST field and are intended to evaluate whether VOC contamination from the former UST area has migrated to the shallow groundwater aquifer. These wells are critical for assessing the extent of potential groundwater impacts and for evaluating whether groundwater contamination may be serving as a source of vapors contributing to the indoor air quality concerns documented in the Phase I Report. The proposed locations are approved by C&H.

Wells MW-4 and MW-5 (Eastern Boundary / Stormwater Channel). Monitoring wells MW-4 and MW-5 are proposed in the vicinity of the eastern boundary stormwater drainage channel, downgradient of the outdoor drum storage area. These wells are intended to evaluate whether contamination associated with the staining and stressed vegetation observed in the REC-2 area has impacted groundwater. The proposed locations are approved by C&H.

Well MW-6 (Upgradient Background Well). Monitoring well MW-6 is proposed in an upgradient location to serve as a background reference well. This well is essential for establishing baseline groundwater quality and for distinguishing potential on-site contamination from naturally occurring or upgradient conditions. The proposed location is approved by C&H.

Well Construction Specifications. C&H concurs with TerraVerde's proposed well construction methodology. The wells should be constructed of two-inch (2-in.) diameter Schedule 40 PVC, with ten-foot (10-ft) screens set across the water table. Well screens should be factory-slotted with a slot size appropriate for the formation materials encountered, and the annular space should be completed with a filter pack, bentonite seal, and cement/bentonite grout in accordance with standard well construction practices and PA DEP well construction standards. All wells should be properly developed following installation to remove fine-grained materials and stabilize the well prior to sampling. A minimum period of twenty-four (24) hours should elapse between well development and groundwater sampling to allow the well to recover and equilibrate.

Permit and Notification Requirements. C&H requests that TerraVerde confirm in the revised SOW whether PA DEP well permits or notifications are required for the installation of temporary monitoring wells at this Site, and that all necessary permits and/or notifications have been or will be obtained prior to the commencement of well installation activities. This confirmation should be documented in the revised SOW and in the Phase II ESA report.

3.3 Sub-Slab Soil Gas Sampling — Requested Addition

This is C&H's primary and most significant modification to the Proposed SOW. The Proposed SOW, as submitted, does not include any sub-slab soil gas sampling. C&H requests that TerraVerde add a sub-slab soil gas sampling component to the Phase II investigation, specifically targeting the area beneath Building C, to evaluate the vapor intrusion pathway identified in REC-1 of the Phase I Report. This addition is, in C&H's assessment, essential to a complete characterization of the environmental conditions at the Site and to an informed evaluation of the risks to CPS associated with the Transaction.

Rationale for Sub-Slab Soil Gas Sampling. The Phase I ESA documented elevated VOC readings in indoor air in the vicinity of the Building C mixing area. The former UST field underlies, or is immediately adjacent to, the footprint of Building C. Residual subsurface contamination from the three former 10,000-gallon USTs — which stored petroleum products and/or solvents — may be generating vapors in the vadose zone that are migrating upward through the building slab and into the occupied spaces of Building C. This is a well-recognized vapor intrusion pathway that has received increasing regulatory attention over the past two decades. The characterization of this pathway is essential for several reasons:

(a) If an active vapor intrusion pathway is confirmed, it may give rise to significant remediation obligations under Act 2, including the potential need for an active vapor mitigation system, indoor air monitoring, or other response actions;

(b) The presence of an active vapor intrusion pathway may affect the viability of the 2001 NFA determination, potentially requiring the reopening of the Act 2 filing;

(c) Vapor intrusion conditions may present occupational health and safety concerns for current and future building occupants, potentially implicating OSHA permissible exposure limits and triggering reporting obligations; and

(d) The lender's environmental due diligence requirements, as discussed in Section 7 below, require that all RECs be adequately addressed, and an uninvestigated vapor intrusion pathway associated with a documented REC would not satisfy that standard.

Sampling Design. C&H requests a minimum of four (4) sub-slab soil gas sampling points beneath Building C. The sampling points should be positioned to bracket the area of elevated indoor air VOC readings documented in the Phase I Report and to encompass the projected horizontal footprint of the former UST excavation beneath or adjacent to Building C. The specific sampling locations should be proposed by TerraVerde based on the available information regarding the UST locations and the indoor air sampling results, and should be submitted for C&H's review and approval as part of the revised SOW.

Installation and Sampling Methodology. Sub-slab probes should be installed through the concrete slab using standard vapor pin methodology (or comparable industry-accepted methodology). Following installation, the probes should be sealed and allowed to equilibrate for a period sufficient to ensure representative sampling conditions, consistent with PA DEP vapor intrusion guidance and applicable EPA guidance. Sampling should be conducted using laboratory-certified Summa canisters (or equivalent passivated stainless steel canisters), with a minimum sampling duration of eight (8) hours. All sampling should be conducted in accordance with the procedures set forth in the PA DEP Vapor Intrusion Guidance Document (revised February 2021) and EPA OSWER Technical Guide for Assessing and Mitigating the Vapor Intrusion Pathway (June 2015).

Significance of NFA Limitations. C&H's concern regarding the vapor intrusion pathway at Building C is heightened by the fact that the May 2001 NFA letter issued by PA DEP under the Act 2 Statewide Health Standard addressed soils only and did not evaluate groundwater conditions or vapor intrusion pathways. The 2001 NFA predated the development and issuance of PA DEP's current vapor intrusion guidance, and the vapor intrusion pathway was therefore not considered or assessed at the time of regulatory closure. Consequently, the NFA determination cannot be relied upon as evidence that the vapor intrusion pathway has been adequately addressed, and independent characterization of this pathway is required.

3.4 Analytical Parameters — Specified

C&H specifies the following analytical suite for all soil, groundwater, and sub-slab soil gas samples collected during the Phase II investigation. This analytical program is consistent with the chemicals of concern identified at the facility, the historical operations conducted at the Site by both ACC and the prior owner (Keystone Metalworks), and the RECs identified in the Phase I Report. All analyses should be performed by a PA DEP-accredited environmental laboratory using the methods specified below.

3.4.1 Soil Samples. All soil samples submitted for laboratory analysis should be analyzed for the following parameters:

• Volatile Organic Compounds (VOCs) by EPA Method 8260: The target analyte list should include, but not be limited to, toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE). TCE and PCE are included as target analytes based on the potential for chlorinated solvent use in historical degreasing operations at the former steel fabrication facility.

• Heavy Metals by EPA Method 6010/7471 (mercury): The target analyte list should include chromium (total and hexavalent chromium, the latter analyzed by EPA Method 7196A or equivalent), lead, and mercury. These metals are associated with legacy pigment formulation and steel fabrication operations.

• Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO) by EPA Method 8015 (modified): DRO and GRO analysis is specified for soil samples collected from borings in the former UST area (SB-1 through SB-8), given the historical use of the USTs for petroleum product and/or solvent storage.

3.4.2 Groundwater Samples. All groundwater samples collected from the temporary monitoring wells should be analyzed for the following parameters:

• Volatile Organic Compounds (VOCs) by EPA Method 8260: The target analyte list should be the same as specified for soil samples, including toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE).

• Heavy Metals by EPA Method 6010/7471 (mercury): The target analyte list should include chromium (total and hexavalent), lead, and mercury, consistent with the soil analysis program.

• Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO) by EPA Method 8015 (modified): DRO and GRO analysis is specified for groundwater samples collected from monitoring wells MW-1 through MW-3, which are located in the former UST area and are intended to evaluate whether petroleum-related contamination has impacted the shallow groundwater aquifer.

In addition, standard field parameters should be measured during groundwater sampling, including pH, specific conductance, dissolved oxygen, oxidation-reduction potential, temperature, and turbidity. Low-flow sampling methodology should be employed for groundwater sample collection, consistent with PA DEP guidance and EPA Region III low-flow purging and sampling procedures.

3.4.3 Sub-Slab Soil Gas Samples. All sub-slab soil gas samples should be analyzed for the following parameters:

• Volatile Organic Compounds (VOCs) by EPA Method TO-15 (Full Scan): The full TO-15 scan should be performed, with specific attention to and quantitation of toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE). Method reporting limits should be sufficiently low to allow meaningful comparison to PA DEP vapor intrusion screening levels.

• All sub-slab soil gas analytical results should be compared against the applicable PA DEP vapor intrusion screening levels for sub-slab soil gas, as published in the PA DEP Vapor Intrusion Guidance Document (revised February 2021), using appropriate attenuation factors for commercial/industrial buildings.

3.5 Applicable Standards for Comparison

All analytical results obtained during the Phase II investigation should be compared against the following applicable regulatory standards and screening criteria:

• PA Act 2 Statewide Health Standards: Both the residential and non-residential (used aquifer and non-use aquifer, as applicable) Medium-Specific Concentrations ("MSCs") should be reported. C&H notes that the McKeesport facility is currently zoned for industrial use and is used exclusively for non-residential purposes. However, residential MSCs should also be reported for reference purposes, as they may be relevant in evaluating potential future liability in the event of a change in land use, and because certain lenders and insurance underwriters may require comparison to the more stringent residential standards.

• PA DEP Vapor Intrusion Screening Levels: Sub-slab soil gas results should be compared against the applicable PA DEP vapor intrusion screening levels published in the current PA DEP Vapor Intrusion Guidance Document.

• EPA Maximum Contaminant Levels (MCLs): Groundwater analytical results should also be compared against federal Safe Drinking Water Act MCLs, as an additional point of reference for evaluating the significance of any groundwater contamination identified.

TerraVerde should present all analytical results in a clear tabular format, with each table including the sample identification, the detected concentration for each analyte, the applicable regulatory standard or screening level, and a clear identification and flagging of any exceedances. Separate data summary tables should be prepared for soil, groundwater, and sub-slab soil gas results.

4. Laboratory Selection and Quality Assurance / Quality Control

C&H understands from the Proposed SOW that TerraVerde intends to use Keystone Analytical Laboratories Inc., located in Monroeville, Pennsylvania, for all analytical work associated with the Phase II investigation. C&H has no objection to this selection, provided that Keystone Analytical Laboratories maintains current PA DEP Environmental Laboratory Accreditation under the Pennsylvania Environmental Laboratory Accreditation Act (Act 90 of 2002), 27 Pa.C.S. §§ 4101–4114, for each of the analytical methods specified in Section 3.4 above. TerraVerde should confirm Keystone's current accreditation status in the revised SOW and should include a copy of Keystone's current PA DEP accreditation certificate as an appendix to the Phase II ESA report.

With respect to quality assurance and quality control ("QA/QC"), C&H requests that TerraVerde incorporate the following QA/QC measures into the Phase II sampling program:

• Field Duplicate Samples: A minimum of one (1) field duplicate sample should be collected for every ten (10) primary samples submitted for laboratory analysis. Field duplicates should be collected from the same sample interval as the primary sample and submitted to the laboratory as blind duplicates.

• Equipment Blanks: Equipment blanks (also referred to as rinsate blanks) should be collected from decontaminated sampling equipment at a frequency consistent with standard field QA/QC protocols (typically one per day of sampling or one per decontamination event).

• Trip Blanks: Trip blanks should accompany all sample shipments containing samples to be analyzed for VOCs. Trip blanks should consist of laboratory-certified clean water, prepared by the laboratory, and should travel with the sample coolers from the field to the laboratory.

• Matrix Spike / Matrix Spike Duplicate (MS/MSD) Samples: MS/MSD samples should be collected and analyzed at a frequency consistent with EPA and PA DEP data quality objectives, typically one MS/MSD pair per twenty (20) samples or one per analytical batch, whichever is more frequent.

Analytical Turnaround Time. C&H requests a standard ten (10) business day turnaround time for all analytical results. TerraVerde should confirm with Keystone Analytical Laboratories that this turnaround time is achievable for the anticipated sample volume and analytical methods. In addition, TerraVerde should confirm that rush turnaround (48- to 72-hour) capability is available from Keystone, should expedited results be needed for time-sensitive decision-making during the course of the investigation or the Transaction.

5. Investigation Schedule and Reporting

C&H understands from the Proposed SOW that TerraVerde anticipates commencing Phase II field work on or about September 12, 2022, with field sampling activities to be completed within approximately two weeks, by approximately September 26, 2022. This proposed schedule is acceptable to C&H and is consistent with the overall Transaction timeline. The Transaction is currently targeted for closing in the fourth quarter of 2022, with an original target closing date of November 30, 2022. Maintaining the proposed field schedule is therefore important to ensure that the Phase II results are available in sufficient time to allow for evaluation, negotiation of any environmental indemnity or purchase price adjustment provisions, and satisfaction of lender environmental conditions prior to closing.

Based on the proposed field schedule and the ten (10) business day analytical turnaround time, C&H anticipates that laboratory analytical results will be received by approximately October 10, 2022, though this date may shift slightly depending on the actual date of sample submission and any delays in laboratory processing.

C&H requests that TerraVerde provide a draft Phase II ESA report within five (5) business days of receipt of the final laboratory analytical results from Keystone Analytical Laboratories. The draft report should be submitted to Harrison Caldwell and Grace Nakamura at C&H for review and comment prior to finalization. The Phase II ESA report should include, at a minimum, the following components:

(a) A narrative description of the Site, including current and historical operations, and a summary of the Phase I ESA findings that triggered the Phase II investigation;

(b) A description of the Phase II investigation scope of work, including the rationale for the sampling locations and analytical parameters;

(c) Scaled site plans showing the locations of all soil borings, temporary monitoring wells, and sub-slab soil gas sampling points, with reference to Site features, buildings, and areas of concern;

(d) Detailed boring logs for each soil boring, prepared and signed by the licensed Professional Geologist who supervised the drilling, including lithologic descriptions, depth to groundwater (if encountered), PID field screening results, and sample collection intervals;

(e) Well construction diagrams for each temporary monitoring well, including screen interval, filter pack, seal, and surface completion details;

(f) Complete laboratory analytical reports for all samples, including chain-of-custody documentation;

(g) Data summary tables presenting all analytical results for soil, groundwater, and sub-slab soil gas samples, with concentrations, applicable regulatory standards and screening levels (as specified in Section 3.5 above), and clear identification of any exceedances;

(h) A narrative discussion of findings, including an interpretation of the analytical data in the context of the Site's hydrogeologic setting, the identified RECs, and the applicable regulatory framework;

(i) Conclusions regarding the RECs investigated, including a clear statement as to whether the Phase II investigation confirmed or did not confirm the presence of contamination at concentrations exceeding applicable standards;

(j) Recommendations for further action, if warranted, including any additional investigation, monitoring, or remediation that may be necessary to address identified contamination or to achieve regulatory closure under Act 2; and

(k) If contamination exceeding applicable Act 2 standards is identified, preliminary remediation cost estimates for the range of potential remedial approaches, including both the Statewide Health Standard and the Site-Specific Standard cleanup pathways, to the extent that the data support such estimates. These cost estimates are critical for CPS's evaluation of the Transaction economics and for negotiation of any environmental indemnity, escrow, or purchase price adjustment provisions.

6. Health and Safety; Site Access

Health and Safety Plan. TerraVerde must prepare and implement a site-specific Health and Safety Plan ("HASP") for the Phase II field work at the McKeesport Main Plant. The HASP must comply with the requirements of OSHA 29 CFR 1910.120, Hazardous Waste Operations and Emergency Response ("HAZWOPER"), and should address the specific hazards associated with the Site, including potential exposure to VOCs, heavy metals, and petroleum hydrocarbons. The HASP should establish appropriate personal protective equipment ("PPE") requirements, air monitoring protocols, exclusion zones, and emergency response procedures. A copy of the HASP should be maintained on-site during all field activities and should be available for review by C&H or CPS upon request.

Personnel Qualifications. All TerraVerde field personnel performing Phase II sampling activities at the McKeesport Main Plant must hold current 40-hour HAZWOPER training certifications with the required annual 8-hour refresher training, in accordance with OSHA 29 CFR 1910.120(e). Documentation of personnel qualifications should be maintained by TerraVerde and available upon request.

Site Access and Coordination. C&H understands that ACC, through its Environmental Health and Safety Manager, Carl Johannsen, will provide site access and utility clearance for boring and well installation activities at the McKeesport Main Plant. TerraVerde should coordinate directly with Mr. Johannsen for scheduling of field activities, including securing appropriate access to Building C for the sub-slab soil gas sampling, which may require coordination with ACC's production schedule to minimize disruption to manufacturing operations. However, TerraVerde should copy Harrison Caldwell of C&H on all site access coordination communications with Mr. Johannsen, so that C&H maintains visibility into the access arrangements and can address any issues that may arise.

Utility Clearance. Prior to conducting any subsurface work at the Site, including soil boring advancement and monitoring well installation, TerraVerde must obtain Pennsylvania One Call System notifications (PA One Call, 811) in accordance with Pennsylvania's Underground Utility Line Protection Law (Act 287 of 1974, as amended). TerraVerde should also coordinate with Mr. Johannsen to obtain information regarding the location of any private utility lines, underground piping, or other subsurface infrastructure at the Site that may not be included in the PA One Call database.

Investigation-Derived Waste (IDW) Management. All investigation-derived waste ("IDW") generated during the Phase II field activities, including but not limited to drill cuttings, soil spoils, well development water, groundwater purge water, decontamination fluids, and disposable sampling equipment, must be managed and disposed of in accordance with applicable PA DEP regulations and the RCRA hazardous waste management requirements. TerraVerde should arrange for the proper characterization, storage, transportation, and disposal of all IDW. Drums or other containers used for IDW storage on-site should be properly labeled and stored in a secure area until characterization results are available and off-site disposal arrangements have been made. TerraVerde should include IDW management and disposal costs in the revised budget.

7. Lender Requirements

C&H notes that Commonwealth National Bank, N.A. (the proposed acquisition lender; primary contact: Victoria Chen, Managing Director, Environmental Risk Management) has conditioned its provision of a $65 million senior secured term loan and a $20 million revolving credit facility to CPS for the Transaction on the satisfactory completion of environmental due diligence. Specifically, the lender's environmental conditions require completion of Phase I ESAs on all target real property and satisfactory resolution of any Recognized Environmental Conditions identified therein. The lender's environmental requirements stipulate that any RECs must be either (a) adequately addressed through further investigation demonstrating that no significant environmental liability exists, or (b) covered by acceptable Pollution Legal Liability ("PLL") insurance, in form and substance satisfactory to the lender and its environmental counsel.

The Phase II investigation at the McKeesport Main Plant is therefore critical not only for CPS's acquisition due diligence and environmental risk assessment, but also for satisfying the lender's environmental conditions to closing. A Phase II investigation that does not adequately characterize the identified RECs — including, in C&H's view, the vapor intrusion pathway associated with REC-1 — will not satisfy the lender's requirements and could jeopardize the financing for the Transaction.

Accordingly, TerraVerde should ensure that the Phase II ESA report is prepared in a form suitable for delivery to Commonwealth National Bank and its environmental counsel. The report should include appropriate third-party reliance language, specifically authorizing reliance by Commonwealth National Bank, N.A., its successors and assigns, and its counsel, in addition to the primary reliance parties (CPS and C&H). TerraVerde should include draft reliance language in the revised SOW for C&H's review and approval.

8. Budget Confirmation

C&H acknowledges TerraVerde's proposed Phase II budget of approximately $72,000 for the McKeesport Main Plant, as set forth in the Proposed SOW. This budget was developed based on the scope of work as originally proposed by TerraVerde, which did not include sub-slab soil gas sampling.

C&H's requested addition of sub-slab soil gas sampling beneath Building C (a minimum of four sampling points, as described in Section 3.3 above) will result in additional costs beyond the original budget estimate. These additional costs are anticipated to include probe installation, Summa canister rental, laboratory analysis by EPA Method TO-15, and associated field labor and reporting. C&H requests that TerraVerde provide a revised budget estimate that incorporates the sub-slab soil gas sampling component and reflects the total estimated cost of the Phase II investigation as modified by C&H's comments in this letter. The revised budget should be itemized by task (mobilization, drilling, well installation, sub-slab probe installation, sample collection, laboratory analysis, IDW management and disposal, reporting, and project management) to allow for meaningful review.

TerraVerde should confirm that the total Phase II cost for the McKeesport facility, as revised, remains within the overall environmental diligence budget parameters communicated by CPS at the outset of the engagement. In the event that the revised budget exceeds the approved budget by more than ten percent (10%), TerraVerde should communicate the anticipated overrun to C&H for review and approval before any costs in excess of the approved amount are incurred. This approval requirement applies to both the initial budget for the Phase II investigation and to any subsequent change orders or scope expansions that may arise during the course of the field work.

9. Confidentiality and Privilege

TerraVerde is reminded that its engagement in this matter is at the direction of Calderwood & Harkness LLP, on behalf of Crestline Packaging Solutions LLC, in connection with a potential acquisition that has not yet closed and remains subject to ongoing due diligence, negotiation, and financing conditions. All work product generated by TerraVerde in connection with the Phase II investigation — including but not limited to the Phase II ESA report, laboratory analytical data, field notes, draft documents, internal memoranda, and communications — should be treated as confidential and proprietary information of CPS and C&H.

TerraVerde should not share, distribute, or disclose Phase II results, reports, findings, or any other work product or information related to the Phase II investigation with ACC, ACC's legal counsel (Hargrove, Dalton & Speer LLP), ACC's financial advisor (Veltrano Partners LLC), or any other party, without the prior written consent of Calderwood & Harkness LLP. This restriction applies to both formal written communications and informal oral communications, and extends to all TerraVerde personnel involved in the engagement.

All communications regarding the Phase II investigation, including scheduling, access coordination, analytical results, report drafts, and any other matters, should be directed to Harrison Caldwell, Of Counsel, at Calderwood & Harkness LLP. Copies of all such communications should be provided to Grace Nakamura, Associate, at Calderwood & Harkness LLP. Contact information for Mr. Caldwell and Ms. Nakamura is set forth below:

Harrison Caldwell, Of Counsel Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-9217

Email: hcaldwell@calderwoodharkness.com

Grace Nakamura, Associate Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-9234

Email: gnakamura@calderwoodharkness.com

10. Closing / Authorization to Proceed

Subject to the modifications and additions described in this letter — principally the addition of sub-slab soil gas sampling beneath Building C (as set forth in Section 3.3) and the specified analytical suite (as set forth in Section 3.4) — Calderwood & Harkness approves TerraVerde's Proposed Phase II Scope of Work for the McKeesport Main Plant. The remaining elements of the Proposed SOW, including the soil boring program, temporary monitoring well installation, and overall investigation design, are approved as proposed, subject to the specific comments and clarifications set forth in Sections 3.1 and 3.2 above.

C&H requests that TerraVerde confirm its acceptance of the comments and modifications set forth in this letter and provide a revised Scope of Work and revised budget estimate within three (3) business days of receipt of this letter. The revised SOW should clearly incorporate each of the modifications and additions described herein and should be submitted to Harrison Caldwell at C&H for final review and approval.

Upon receipt and approval of the revised SOW, C&H will promptly issue a written confirmation authorizing TerraVerde to proceed with the Phase II investigation on the target commencement date of September 12, 2022. Time is of the essence with respect to this investigation, given the Transaction timeline and the lender's environmental diligence requirements. C&H therefore urges TerraVerde to respond promptly to this letter and to take all necessary steps to ensure that the Phase II investigation commences and proceeds in accordance with the schedule described in Section 5 above.

We appreciate TerraVerde's continued diligence and professionalism in connection with this engagement, and we look forward to working with you on the Phase II investigation. Please do not hesitate to contact Harrison Caldwell or Grace Nakamura if you have any questions regarding the comments set forth in this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Caldwell Of Counsel, Environmental & Land Use Practice Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115

cc:

Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP

Enclosure:

C&H Phase I ESA Review Memorandum — McKeesport Main Plant (C&H Matter No. 1006-00003), prepared by Harrison Caldwell and Grace Nakamura

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115
Telephone: (216) 555-9200 Facsimile: (216) 555-9201 www.calderwoodharkness.com
September 1, 2022
Dr. Nina Sorensen, P.E., CHMM Principal-in-Charge
Kevin O'Malley, P.G. Project Manager
TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, Ohio 43240
Re: Review and Comments on Proposed Phase II Environmental Site Assessment Scope of Work — McKeesport Main Plant, 2200 Iron Works Boulevard, McKeesport, PA 15132 (Allegheny County, Pennsylvania; Parcel ID: 0383-M-00125-0000-00)
C&H Matter No. 1006-00003
Client: Crestline Packaging Solutions LLC
Dear Dr. Sorensen and Mr. O'Malley:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Crestline Packaging Solutions LLC ("CPS" or "Crestline"), an Ohio limited liability company and portfolio company of Briarwood Capital Partners Fund IV LP, in connection with CPS's proposed acquisition of one hundred percent (100%) of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation headquartered at the McKeesport facility described above (the "Transaction"). The Transaction is structured as a stock purchase, with a proposed aggregate purchase price of approximately $94.5 million, subject to customary working capital adjustments and other post-closing true-up mechanisms. Because the Transaction is structured as a stock purchase rather than an asset acquisition, CPS will succeed to all of ACC's liabilities — including any environmental liabilities associated with ACC's real property holdings — making thorough environmental due diligence of particular importance.
Calderwood & Harkness was engaged by CPS on July 19, 2022, to perform environmental due diligence oversight in connection with the Transaction, including the review and direction of Phase I and Phase II Environmental Site Assessments ("ESAs") to be conducted by TerraVerde Environmental Consulting LLC ("TerraVerde") at each of ACC's principal operating facilities. TerraVerde's engagement as the environmental consulting firm for the Transaction was approved by C&H on behalf of CPS, and TerraVerde's work is being conducted at the direction of, and under the oversight of, Calderwood & Harkness.
The purpose of this letter is to provide C&H's formal review of, and comments on, TerraVerde's proposed Phase II ESA Scope of Work for the McKeesport Main Plant (the "Site"), which was submitted to C&H on or about August 26, 2022 (the "Proposed SOW"). The Phase II investigation at the McKeesport Main Plant is being conducted at the direction and on behalf of Crestline, under the oversight of Calderwood & Harkness, for purposes of evaluating environmental conditions at the Site in advance of the Transaction and in support of CPS's environmental risk assessment and the satisfaction of certain lender environmental diligence requirements, as described more fully in Section 7 below.
Copies of this letter are being provided to Derek Huang, General Counsel of CPS, and Patricia Okonkwo, Vice President of Environmental Health & Safety of CPS, for their reference and information. All questions, comments, or responses from TerraVerde regarding this letter should be directed to Harrison Caldwell at Calderwood & Harkness, with copies to Grace Nakamura, as set forth more fully in Section 9 of this letter.
2. Background — Phase I ESA Findings Triggering Phase II Investigation
This Section provides a summary of the Phase I ESA findings that form the basis for the recommended Phase II investigation at the McKeesport Main Plant. A more detailed discussion of these findings is set forth in C&H's Phase I ESA Review Memorandum for the McKeesport facility, prepared by Harrison Caldwell and Grace Nakamura, a copy of which is enclosed with this letter.
TerraVerde completed a Phase I ESA for the McKeesport Main Plant, dated August 15, 2022, conducted in accordance with ASTM International Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (the "Phase I Report"). The Phase I Report was reviewed by C&H, and C&H's comments and recommendations were memorialized in the enclosed Phase I ESA Review Memorandum.
The McKeesport Main Plant is a 14.3-acre industrial facility located at 2200 Iron Works Boulevard, McKeesport, Allegheny County, Pennsylvania 15132. The Site is improved with approximately 185,000 square feet of manufacturing space and approximately 12,000 square feet of office space. ACC's primary operations at the facility involve solvent-based and epoxy coating manufacturing, including mixing, blending, and filling operations. The manufacturing processes utilize significant quantities of organic solvents and pigments, and the facility generates substantial volumes of hazardous waste.
ACC has owned the property in fee simple since 1987, when it acquired the Site from the estate of Keystone Metalworks, a now-defunct steel fabrication company that had operated at the location for approximately four decades prior. The Site's historical use as a steel fabrication facility is relevant to the environmental conditions discussed below, as legacy operations by Keystone Metalworks may have contributed heavy metals contamination to Site soils.
The facility is assigned EPA Identification Number PAD-098-721-445 and is classified as a Large Quantity Generator ("LQG") of hazardous waste under the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq. The primary chemicals of concern at the facility include volatile organic compounds ("VOCs") — specifically toluene, xylene, methyl ethyl ketone ("MEK"), and ethylbenzene — associated with ACC's current coating manufacturing operations, as well as heavy metals — specifically chromium and lead — associated with legacy pigment operations conducted by both ACC and the prior owner, Keystone Metalworks.
2.1 Recognized Environmental Conditions (RECs)
The Phase I Report identified two Recognized Environmental Conditions ("RECs") at the McKeesport Main Plant, each of which warrants further investigation through Phase II subsurface assessment:
REC-1: Potential Vapor Intrusion from Former Underground Storage Tank (UST) Field Beneath Building C. The Phase I Report documented elevated VOC readings in indoor air near the Building C mixing area. Three 10,000-gallon underground storage tanks ("USTs") were removed from the Site in 1993. Following the UST removal, a release was reported to the Pennsylvania Department of Environmental Protection ("PA DEP"), and an Act 2 filing was opened in 1994 under the Land Recycling and Environmental Remediation Standards Act, 35 P.S. §§ 6026.101–6026.908 ("Act 2"). A No Further Action ("NFA") letter was issued by PA DEP in May 2001 under the Statewide Health Standard for soils. However, residual subsurface contamination may remain beneath the former UST excavation area, and the elevated indoor air VOC readings documented in the Phase I Report suggest the presence of a potential vapor intrusion pathway from residual subsurface contamination into the occupied portions of Building C. This condition represents a REC under the ASTM E1527-21 standard because, notwithstanding the prior regulatory closure for soils, the vapor intrusion pathway was not addressed at the time of the NFA determination, and current conditions suggest the potential for an ongoing release affecting indoor air quality.
REC-2: Staining and Stressed Vegetation Along Eastern Property Boundary. The Phase I Report documented observable staining and stressed vegetation along the eastern property boundary, adjacent to an unlined stormwater drainage channel. The outdoor drum storage area is located in this vicinity, and the observed conditions are indicative of a potential release of hazardous substances or petroleum products from the drum storage area to surface soils and potentially to the shallow groundwater aquifer via the stormwater drainage channel. This condition represents a REC under the ASTM E1527-21 standard.
2.2 Historical Recognized Environmental Condition (HREC)
The Phase I Report also identified one Historical Recognized Environmental Condition ("HREC"):
HREC-1: 1994 Act 2 Release Associated with Former USTs. The 1994 release associated with the removal of the three 10,000-gallon USTs was classified as an HREC under the ASTM E1527-21 standard because regulatory closure was achieved through the issuance of the NFA letter in May 2001, and no further action is required unless site conditions have materially changed since that time. It is important to note, however, that the NFA letter was issued under the Statewide Health Standard for soils only and did not address groundwater conditions or vapor intrusion pathways. As discussed above in connection with REC-1, the elevated indoor air VOC readings documented in the Phase I Report suggest that site conditions may have changed — or, more precisely, that a pathway of concern that was not previously evaluated may in fact be active — warranting further investigation.
2.3 Phase II Recommendation from C&H Phase I Review Memorandum
In C&H's Phase I ESA Review Memorandum for the McKeesport Main Plant, prepared by Harrison Caldwell and Grace Nakamura, this Firm recommended that a Phase II subsurface investigation be conducted targeting both REC-1 and REC-2, as identified above. Specifically, the Phase I Review Memorandum recommended that the Phase II investigation be designed to evaluate whether residual contamination exists in soil and groundwater at the Site at concentrations exceeding applicable PA Act 2 cleanup standards, and whether an active vapor intrusion pathway exists at Building C in connection with the former UST field. These recommendations form the basis for the scope of work review set forth in this letter.
3. Review of Proposed Phase II Scope of Work
Calderwood & Harkness has reviewed TerraVerde's proposed Phase II ESA Scope of Work, dated August 26, 2022 (the "Proposed SOW"), in its entirety. Our overall assessment is that the Proposed SOW is generally acceptable and well-designed, reflecting a sound technical approach to the investigation of the RECs identified in the Phase I Report. However, C&H requests certain modifications and additions to the Proposed SOW, as described in detail below. These modifications are necessary to ensure that the Phase II investigation is sufficiently comprehensive to support CPS's environmental risk assessment, to satisfy lender environmental diligence requirements, and to provide an adequate basis for evaluating potential remediation obligations and associated costs in connection with the Transaction.
We confirm that the Phase II investigation should be conducted in accordance with ASTM International Standard Practice E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process, and all applicable PA DEP guidance for Act 2 site characterization, including but not limited to the PA DEP Technical Guidance Manual for the Act 2 Land Recycling Program and the PA DEP Vapor Intrusion Guidance Document (revised February 2021).
Our specific comments on each component of the Proposed SOW are set forth below.
3.1 Soil Borings — Approved with Comments
TerraVerde has proposed a total of eighteen (18) soil borings, designated SB-1 through SB-18, to be advanced at locations across the Site as depicted in the boring location plan included with the Proposed SOW. C&H approves the number and general placement of the proposed soil borings, subject to the comments and clarifications set forth below.
Borings SB-1 through SB-8 (Former UST Field Area). Borings SB-1 through SB-8 are positioned in and around the former UST field to characterize the lateral and vertical extent of residual soil contamination associated with the 1993 UST removal and the 1994 Act 2 filing. This placement is appropriate and is approved by C&H. These borings are critical for determining whether residual soil contamination remains at concentrations exceeding applicable Act 2 Statewide Health Standards, notwithstanding the 2001 NFA determination, and for evaluating the potential source of vapors contributing to the elevated indoor air VOC readings documented in the Phase I Report.
Borings SB-9 through SB-14 (Eastern Property Boundary / Stormwater Channel / Drum Storage Area). Borings SB-9 through SB-14 are positioned along the eastern property boundary in the vicinity of the unlined stormwater drainage channel and the outdoor drum storage area. These borings are intended to investigate the soil and subsurface conditions underlying the staining and stressed vegetation observed during the Phase I ESA, as documented in REC-2. This placement is approved by C&H. C&H notes that the borings should be positioned to allow for characterization of both the drum storage area itself and the downgradient area toward and along the stormwater channel, as the channel represents a potential conduit for migration of contamination off-site.
Borings SB-15 through SB-18 (Background / Upgradient / Other Areas of Concern). Borings SB-15 through SB-18 are positioned as background and upgradient reference borings and beneath other areas of operational concern identified in the Phase I Report. These borings are approved by C&H and will provide important baseline data for comparison with results obtained from the borings located in the areas of identified concern.
Request for Clarification on Boring Depths. C&H requests that TerraVerde clarify the proposed depths for each boring. In particular, borings in the former UST area (SB-1 through SB-8) should extend to a minimum depth sufficient to penetrate entirely through the former UST excavation backfill material and into native, undisturbed soil beneath the backfill. Additionally, these borings should be advanced to the water table if the water table is encountered within the depth interval of the boring. Understanding the depth to groundwater beneath the former UST area is essential to evaluating whether residual contamination has impacted the shallow aquifer and whether a vapor intrusion source exists in the saturated zone. Please provide the anticipated boring depths and the basis for those depths in the revised SOW.
Sampling and Logging Requirements. All borings should be continuously logged by a licensed Professional Geologist registered in the Commonwealth of Pennsylvania. Split-spoon sampling should be conducted at two-foot (2-ft) intervals throughout the boring depth, and all samples should be field-screened using a calibrated photoionization detector ("PID"). PID readings should be recorded on the boring logs and used to select samples for laboratory analysis. At a minimum, the sample with the highest PID reading from each boring, the sample collected from the first interval below the water table (if encountered), and one sample from native material below the former UST excavation backfill should be submitted for laboratory analysis from each boring in the UST area.
3.2 Temporary Monitoring Wells — Approved with Comments
TerraVerde has proposed the installation of six (6) temporary monitoring wells, designated MW-1 through MW-6, at locations across the Site as depicted in the Proposed SOW. C&H approves the number and proposed locations of the temporary monitoring wells, subject to the comments set forth below.
Wells MW-1 through MW-3 (Downgradient of Former UST Field). Monitoring wells MW-1, MW-2, and MW-3 are proposed in locations downgradient of the former UST field and are intended to evaluate whether VOC contamination from the former UST area has migrated to the shallow groundwater aquifer. These wells are critical for assessing the extent of potential groundwater impacts and for evaluating whether groundwater contamination may be serving as a source of vapors contributing to the indoor air quality concerns documented in the Phase I Report. The proposed locations are approved by C&H.
Wells MW-4 and MW-5 (Eastern Boundary / Stormwater Channel). Monitoring wells MW-4 and MW-5 are proposed in the vicinity of the eastern boundary stormwater drainage channel, downgradient of the outdoor drum storage area. These wells are intended to evaluate whether contamination associated with the staining and stressed vegetation observed in the REC-2 area has impacted groundwater. The proposed locations are approved by C&H.
Well MW-6 (Upgradient Background Well). Monitoring well MW-6 is proposed in an upgradient location to serve as a background reference well. This well is essential for establishing baseline groundwater quality and for distinguishing potential on-site contamination from naturally occurring or upgradient conditions. The proposed location is approved by C&H.
Well Construction Specifications. C&H concurs with TerraVerde's proposed well construction methodology. The wells should be constructed of two-inch (2-in.) diameter Schedule 40 PVC, with ten-foot (10-ft) screens set across the water table. Well screens should be factory-slotted with a slot size appropriate for the formation materials encountered, and the annular space should be completed with a filter pack, bentonite seal, and cement/bentonite grout in accordance with standard well construction practices and PA DEP well construction standards. All wells should be properly developed following installation to remove fine-grained materials and stabilize the well prior to sampling. A minimum period of twenty-four (24) hours should elapse between well development and groundwater sampling to allow the well to recover and equilibrate.
Permit and Notification Requirements. C&H requests that TerraVerde confirm in the revised SOW whether PA DEP well permits or notifications are required for the installation of temporary monitoring wells at this Site, and that all necessary permits and/or notifications have been or will be obtained prior to the commencement of well installation activities. This confirmation should be documented in the revised SOW and in the Phase II ESA report.
3.3 Sub-Slab Soil Gas Sampling — Requested Addition
This is C&H's primary and most significant modification to the Proposed SOW. The Proposed SOW, as submitted, does not include any sub-slab soil gas sampling. C&H requests that TerraVerde add a sub-slab soil gas sampling component to the Phase II investigation, specifically targeting the area beneath Building C, to evaluate the vapor intrusion pathway identified in REC-1 of the Phase I Report. This addition is, in C&H's assessment, essential to a complete characterization of the environmental conditions at the Site and to an informed evaluation of the risks to CPS associated with the Transaction.
Rationale for Sub-Slab Soil Gas Sampling. The Phase I ESA documented elevated VOC readings in indoor air in the vicinity of the Building C mixing area. The former UST field underlies, or is immediately adjacent to, the footprint of Building C. Residual subsurface contamination from the three former 10,000-gallon USTs — which stored petroleum products and/or solvents — may be generating vapors in the vadose zone that are migrating upward through the building slab and into the occupied spaces of Building C. This is a well-recognized vapor intrusion pathway that has received increasing regulatory attention over the past two decades. The characterization of this pathway is essential for several reasons:
(a) If an active vapor intrusion pathway is confirmed, it may give rise to significant remediation obligations under Act 2, including the potential need for an active vapor mitigation system, indoor air monitoring, or other response actions;
(b) The presence of an active vapor intrusion pathway may affect the viability of the 2001 NFA determination, potentially requiring the reopening of the Act 2 filing;
(c) Vapor intrusion conditions may present occupational health and safety concerns for current and future building occupants, potentially implicating OSHA permissible exposure limits and triggering reporting obligations; and
(d) The lender's environmental due diligence requirements, as discussed in Section 7 below, require that all RECs be adequately addressed, and an uninvestigated vapor intrusion pathway associated with a documented REC would not satisfy that standard.
Sampling Design. C&H requests a minimum of four (4) sub-slab soil gas sampling points beneath Building C. The sampling points should be positioned to bracket the area of elevated indoor air VOC readings documented in the Phase I Report and to encompass the projected horizontal footprint of the former UST excavation beneath or adjacent to Building C. The specific sampling locations should be proposed by TerraVerde based on the available information regarding the UST locations and the indoor air sampling results, and should be submitted for C&H's review and approval as part of the revised SOW.
Installation and Sampling Methodology. Sub-slab probes should be installed through the concrete slab using standard vapor pin methodology (or comparable industry-accepted methodology). Following installation, the probes should be sealed and allowed to equilibrate for a period sufficient to ensure representative sampling conditions, consistent with PA DEP vapor intrusion guidance and applicable EPA guidance. Sampling should be conducted using laboratory-certified Summa canisters (or equivalent passivated stainless steel canisters), with a minimum sampling duration of eight (8) hours. All sampling should be conducted in accordance with the procedures set forth in the PA DEP Vapor Intrusion Guidance Document (revised February 2021) and EPA OSWER Technical Guide for Assessing and Mitigating the Vapor Intrusion Pathway (June 2015).
Significance of NFA Limitations. C&H's concern regarding the vapor intrusion pathway at Building C is heightened by the fact that the May 2001 NFA letter issued by PA DEP under the Act 2 Statewide Health Standard addressed soils only and did not evaluate groundwater conditions or vapor intrusion pathways. The 2001 NFA predated the development and issuance of PA DEP's current vapor intrusion guidance, and the vapor intrusion pathway was therefore not considered or assessed at the time of regulatory closure. Consequently, the NFA determination cannot be relied upon as evidence that the vapor intrusion pathway has been adequately addressed, and independent characterization of this pathway is required.
3.4 Analytical Parameters — Specified
C&H specifies the following analytical suite for all soil, groundwater, and sub-slab soil gas samples collected during the Phase II investigation. This analytical program is consistent with the chemicals of concern identified at the facility, the historical operations conducted at the Site by both ACC and the prior owner (Keystone Metalworks), and the RECs identified in the Phase I Report. All analyses should be performed by a PA DEP-accredited environmental laboratory using the methods specified below.
3.4.1 Soil Samples. All soil samples submitted for laboratory analysis should be analyzed for the following parameters:
• Volatile Organic Compounds (VOCs) by EPA Method 8260: The target analyte list should include, but not be limited to, toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE). TCE and PCE are included as target analytes based on the potential for chlorinated solvent use in historical degreasing operations at the former steel fabrication facility.
• Heavy Metals by EPA Method 6010/7471 (mercury): The target analyte list should include chromium (total and hexavalent chromium, the latter analyzed by EPA Method 7196A or equivalent), lead, and mercury. These metals are associated with legacy pigment formulation and steel fabrication operations.
• Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO) by EPA Method 8015 (modified): DRO and GRO analysis is specified for soil samples collected from borings in the former UST area (SB-1 through SB-8), given the historical use of the USTs for petroleum product and/or solvent storage.
3.4.2 Groundwater Samples. All groundwater samples collected from the temporary monitoring wells should be analyzed for the following parameters:
• Volatile Organic Compounds (VOCs) by EPA Method 8260: The target analyte list should be the same as specified for soil samples, including toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE).
• Heavy Metals by EPA Method 6010/7471 (mercury): The target analyte list should include chromium (total and hexavalent), lead, and mercury, consistent with the soil analysis program.
• Diesel-Range Organics (DRO) and Gasoline-Range Organics (GRO) by EPA Method 8015 (modified): DRO and GRO analysis is specified for groundwater samples collected from monitoring wells MW-1 through MW-3, which are located in the former UST area and are intended to evaluate whether petroleum-related contamination has impacted the shallow groundwater aquifer.
In addition, standard field parameters should be measured during groundwater sampling, including pH, specific conductance, dissolved oxygen, oxidation-reduction potential, temperature, and turbidity. Low-flow sampling methodology should be employed for groundwater sample collection, consistent with PA DEP guidance and EPA Region III low-flow purging and sampling procedures.
3.4.3 Sub-Slab Soil Gas Samples. All sub-slab soil gas samples should be analyzed for the following parameters:
• Volatile Organic Compounds (VOCs) by EPA Method TO-15 (Full Scan): The full TO-15 scan should be performed, with specific attention to and quantitation of toluene, xylene (total), methyl ethyl ketone (MEK), ethylbenzene, trichloroethylene (TCE), and tetrachloroethylene (PCE). Method reporting limits should be sufficiently low to allow meaningful comparison to PA DEP vapor intrusion screening levels.
• All sub-slab soil gas analytical results should be compared against the applicable PA DEP vapor intrusion screening levels for sub-slab soil gas, as published in the PA DEP Vapor Intrusion Guidance Document (revised February 2021), using appropriate attenuation factors for commercial/industrial buildings.
3.5 Applicable Standards for Comparison
All analytical results obtained during the Phase II investigation should be compared against the following applicable regulatory standards and screening criteria:
• PA Act 2 Statewide Health Standards: Both the residential and non-residential (used aquifer and non-use aquifer, as applicable) Medium-Specific Concentrations ("MSCs") should be reported. C&H notes that the McKeesport facility is currently zoned for industrial use and is used exclusively for non-residential purposes. However, residential MSCs should also be reported for reference purposes, as they may be relevant in evaluating potential future liability in the event of a change in land use, and because certain lenders and insurance underwriters may require comparison to the more stringent residential standards.
• PA DEP Vapor Intrusion Screening Levels: Sub-slab soil gas results should be compared against the applicable PA DEP vapor intrusion screening levels published in the current PA DEP Vapor Intrusion Guidance Document.
• EPA Maximum Contaminant Levels (MCLs): Groundwater analytical results should also be compared against federal Safe Drinking Water Act MCLs, as an additional point of reference for evaluating the significance of any groundwater contamination identified.
TerraVerde should present all analytical results in a clear tabular format, with each table including the sample identification, the detected concentration for each analyte, the applicable regulatory standard or screening level, and a clear identification and flagging of any exceedances. Separate data summary tables should be prepared for soil, groundwater, and sub-slab soil gas results.
4. Laboratory Selection and Quality Assurance / Quality Control
C&H understands from the Proposed SOW that TerraVerde intends to use Keystone Analytical Laboratories Inc., located in Monroeville, Pennsylvania, for all analytical work associated with the Phase II investigation. C&H has no objection to this selection, provided that Keystone Analytical Laboratories maintains current PA DEP Environmental Laboratory Accreditation under the Pennsylvania Environmental Laboratory Accreditation Act (Act 90 of 2002), 27 Pa.C.S. §§ 4101–4114, for each of the analytical methods specified in Section 3.4 above. TerraVerde should confirm Keystone's current accreditation status in the revised SOW and should include a copy of Keystone's current PA DEP accreditation certificate as an appendix to the Phase II ESA report.
With respect to quality assurance and quality control ("QA/QC"), C&H requests that TerraVerde incorporate the following QA/QC measures into the Phase II sampling program:
• Field Duplicate Samples: A minimum of one (1) field duplicate sample should be collected for every ten (10) primary samples submitted for laboratory analysis. Field duplicates should be collected from the same sample interval as the primary sample and submitted to the laboratory as blind duplicates.
• Equipment Blanks: Equipment blanks (also referred to as rinsate blanks) should be collected from decontaminated sampling equipment at a frequency consistent with standard field QA/QC protocols (typically one per day of sampling or one per decontamination event).
• Trip Blanks: Trip blanks should accompany all sample shipments containing samples to be analyzed for VOCs. Trip blanks should consist of laboratory-certified clean water, prepared by the laboratory, and should travel with the sample coolers from the field to the laboratory.
• Matrix Spike / Matrix Spike Duplicate (MS/MSD) Samples: MS/MSD samples should be collected and analyzed at a frequency consistent with EPA and PA DEP data quality objectives, typically one MS/MSD pair per twenty (20) samples or one per analytical batch, whichever is more frequent.
Analytical Turnaround Time. C&H requests a standard ten (10) business day turnaround time for all analytical results. TerraVerde should confirm with Keystone Analytical Laboratories that this turnaround time is achievable for the anticipated sample volume and analytical methods. In addition, TerraVerde should confirm that rush turnaround (48- to 72-hour) capability is available from Keystone, should expedited results be needed for time-sensitive decision-making during the course of the investigation or the Transaction.
5. Investigation Schedule and Reporting
C&H understands from the Proposed SOW that TerraVerde anticipates commencing Phase II field work on or about September 12, 2022, with field sampling activities to be completed within approximately two weeks, by approximately September 26, 2022. This proposed schedule is acceptable to C&H and is consistent with the overall Transaction timeline. The Transaction is currently targeted for closing in the fourth quarter of 2022, with an original target closing date of November 30, 2022. Maintaining the proposed field schedule is therefore important to ensure that the Phase II results are available in sufficient time to allow for evaluation, negotiation of any environmental indemnity or purchase price adjustment provisions, and satisfaction of lender environmental conditions prior to closing.
Based on the proposed field schedule and the ten (10) business day analytical turnaround time, C&H anticipates that laboratory analytical results will be received by approximately October 10, 2022, though this date may shift slightly depending on the actual date of sample submission and any delays in laboratory processing.
C&H requests that TerraVerde provide a draft Phase II ESA report within five (5) business days of receipt of the final laboratory analytical results from Keystone Analytical Laboratories. The draft report should be submitted to Harrison Caldwell and Grace Nakamura at C&H for review and comment prior to finalization. The Phase II ESA report should include, at a minimum, the following components:
(a) A narrative description of the Site, including current and historical operations, and a summary of the Phase I ESA findings that triggered the Phase II investigation;
(b) A description of the Phase II investigation scope of work, including the rationale for the sampling locations and analytical parameters;
(c) Scaled site plans showing the locations of all soil borings, temporary monitoring wells, and sub-slab soil gas sampling points, with reference to Site features, buildings, and areas of concern;
(d) Detailed boring logs for each soil boring, prepared and signed by the licensed Professional Geologist who supervised the drilling, including lithologic descriptions, depth to groundwater (if encountered), PID field screening results, and sample collection intervals;
(e) Well construction diagrams for each temporary monitoring well, including screen interval, filter pack, seal, and surface completion details;
(f) Complete laboratory analytical reports for all samples, including chain-of-custody documentation;
(g) Data summary tables presenting all analytical results for soil, groundwater, and sub-slab soil gas samples, with concentrations, applicable regulatory standards and screening levels (as specified in Section 3.5 above), and clear identification of any exceedances;
(h) A narrative discussion of findings, including an interpretation of the analytical data in the context of the Site's hydrogeologic setting, the identified RECs, and the applicable regulatory framework;
(i) Conclusions regarding the RECs investigated, including a clear statement as to whether the Phase II investigation confirmed or did not confirm the presence of contamination at concentrations exceeding applicable standards;
(j) Recommendations for further action, if warranted, including any additional investigation, monitoring, or remediation that may be necessary to address identified contamination or to achieve regulatory closure under Act 2; and
(k) If contamination exceeding applicable Act 2 standards is identified, preliminary remediation cost estimates for the range of potential remedial approaches, including both the Statewide Health Standard and the Site-Specific Standard cleanup pathways, to the extent that the data support such estimates. These cost estimates are critical for CPS's evaluation of the Transaction economics and for negotiation of any environmental indemnity, escrow, or purchase price adjustment provisions.
6. Health and Safety; Site Access
Health and Safety Plan. TerraVerde must prepare and implement a site-specific Health and Safety Plan ("HASP") for the Phase II field work at the McKeesport Main Plant. The HASP must comply with the requirements of OSHA 29 CFR 1910.120, Hazardous Waste Operations and Emergency Response ("HAZWOPER"), and should address the specific hazards associated with the Site, including potential exposure to VOCs, heavy metals, and petroleum hydrocarbons. The HASP should establish appropriate personal protective equipment ("PPE") requirements, air monitoring protocols, exclusion zones, and emergency response procedures. A copy of the HASP should be maintained on-site during all field activities and should be available for review by C&H or CPS upon request.
Personnel Qualifications. All TerraVerde field personnel performing Phase II sampling activities at the McKeesport Main Plant must hold current 40-hour HAZWOPER training certifications with the required annual 8-hour refresher training, in accordance with OSHA 29 CFR 1910.120(e). Documentation of personnel qualifications should be maintained by TerraVerde and available upon request.
Site Access and Coordination. C&H understands that ACC, through its Environmental Health and Safety Manager, Carl Johannsen, will provide site access and utility clearance for boring and well installation activities at the McKeesport Main Plant. TerraVerde should coordinate directly with Mr. Johannsen for scheduling of field activities, including securing appropriate access to Building C for the sub-slab soil gas sampling, which may require coordination with ACC's production schedule to minimize disruption to manufacturing operations. However, TerraVerde should copy Harrison Caldwell of C&H on all site access coordination communications with Mr. Johannsen, so that C&H maintains visibility into the access arrangements and can address any issues that may arise.
Utility Clearance. Prior to conducting any subsurface work at the Site, including soil boring advancement and monitoring well installation, TerraVerde must obtain Pennsylvania One Call System notifications (PA One Call, 811) in accordance with Pennsylvania's Underground Utility Line Protection Law (Act 287 of 1974, as amended). TerraVerde should also coordinate with Mr. Johannsen to obtain information regarding the location of any private utility lines, underground piping, or other subsurface infrastructure at the Site that may not be included in the PA One Call database.
Investigation-Derived Waste (IDW) Management. All investigation-derived waste ("IDW") generated during the Phase II field activities, including but not limited to drill cuttings, soil spoils, well development water, groundwater purge water, decontamination fluids, and disposable sampling equipment, must be managed and disposed of in accordance with applicable PA DEP regulations and the RCRA hazardous waste management requirements. TerraVerde should arrange for the proper characterization, storage, transportation, and disposal of all IDW. Drums or other containers used for IDW storage on-site should be properly labeled and stored in a secure area until characterization results are available and off-site disposal arrangements have been made. TerraVerde should include IDW management and disposal costs in the revised budget.
7. Lender Requirements
C&H notes that Commonwealth National Bank, N.A. (the proposed acquisition lender; primary contact: Victoria Chen, Managing Director, Environmental Risk Management) has conditioned its provision of a $65 million senior secured term loan and a $20 million revolving credit facility to CPS for the Transaction on the satisfactory completion of environmental due diligence. Specifically, the lender's environmental conditions require completion of Phase I ESAs on all target real property and satisfactory resolution of any Recognized Environmental Conditions identified therein. The lender's environmental requirements stipulate that any RECs must be either (a) adequately addressed through further investigation demonstrating that no significant environmental liability exists, or (b) covered by acceptable Pollution Legal Liability ("PLL") insurance, in form and substance satisfactory to the lender and its environmental counsel.
The Phase II investigation at the McKeesport Main Plant is therefore critical not only for CPS's acquisition due diligence and environmental risk assessment, but also for satisfying the lender's environmental conditions to closing. A Phase II investigation that does not adequately characterize the identified RECs — including, in C&H's view, the vapor intrusion pathway associated with REC-1 — will not satisfy the lender's requirements and could jeopardize the financing for the Transaction.
Accordingly, TerraVerde should ensure that the Phase II ESA report is prepared in a form suitable for delivery to Commonwealth National Bank and its environmental counsel. The report should include appropriate third-party reliance language, specifically authorizing reliance by Commonwealth National Bank, N.A., its successors and assigns, and its counsel, in addition to the primary reliance parties (CPS and C&H). TerraVerde should include draft reliance language in the revised SOW for C&H's review and approval.
8. Budget Confirmation
C&H acknowledges TerraVerde's proposed Phase II budget of approximately $72,000 for the McKeesport Main Plant, as set forth in the Proposed SOW. This budget was developed based on the scope of work as originally proposed by TerraVerde, which did not include sub-slab soil gas sampling.
C&H's requested addition of sub-slab soil gas sampling beneath Building C (a minimum of four sampling points, as described in Section 3.3 above) will result in additional costs beyond the original budget estimate. These additional costs are anticipated to include probe installation, Summa canister rental, laboratory analysis by EPA Method TO-15, and associated field labor and reporting. C&H requests that TerraVerde provide a revised budget estimate that incorporates the sub-slab soil gas sampling component and reflects the total estimated cost of the Phase II investigation as modified by C&H's comments in this letter. The revised budget should be itemized by task (mobilization, drilling, well installation, sub-slab probe installation, sample collection, laboratory analysis, IDW management and disposal, reporting, and project management) to allow for meaningful review.
TerraVerde should confirm that the total Phase II cost for the McKeesport facility, as revised, remains within the overall environmental diligence budget parameters communicated by CPS at the outset of the engagement. In the event that the revised budget exceeds the approved budget by more than ten percent (10%), TerraVerde should communicate the anticipated overrun to C&H for review and approval before any costs in excess of the approved amount are incurred. This approval requirement applies to both the initial budget for the Phase II investigation and to any subsequent change orders or scope expansions that may arise during the course of the field work.
9. Confidentiality and Privilege
TerraVerde is reminded that its engagement in this matter is at the direction of Calderwood & Harkness LLP, on behalf of Crestline Packaging Solutions LLC, in connection with a potential acquisition that has not yet closed and remains subject to ongoing due diligence, negotiation, and financing conditions. All work product generated by TerraVerde in connection with the Phase II investigation — including but not limited to the Phase II ESA report, laboratory analytical data, field notes, draft documents, internal memoranda, and communications — should be treated as confidential and proprietary information of CPS and C&H.
TerraVerde should not share, distribute, or disclose Phase II results, reports, findings, or any other work product or information related to the Phase II investigation with ACC, ACC's legal counsel (Hargrove, Dalton & Speer LLP), ACC's financial advisor (Veltrano Partners LLC), or any other party, without the prior written consent of Calderwood & Harkness LLP. This restriction applies to both formal written communications and informal oral communications, and extends to all TerraVerde personnel involved in the engagement.
All communications regarding the Phase II investigation, including scheduling, access coordination, analytical results, report drafts, and any other matters, should be directed to Harrison Caldwell, Of Counsel, at Calderwood & Harkness LLP. Copies of all such communications should be provided to Grace Nakamura, Associate, at Calderwood & Harkness LLP. Contact information for Mr. Caldwell and Ms. Nakamura is set forth below:
Harrison Caldwell, Of Counsel Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-9217
Email: hcaldwell@calderwoodharkness.com
Grace Nakamura, Associate Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-9234
Email: gnakamura@calderwoodharkness.com
10. Closing / Authorization to Proceed
Subject to the modifications and additions described in this letter — principally the addition of sub-slab soil gas sampling beneath Building C (as set forth in Section 3.3) and the specified analytical suite (as set forth in Section 3.4) — Calderwood & Harkness approves TerraVerde's Proposed Phase II Scope of Work for the McKeesport Main Plant. The remaining elements of the Proposed SOW, including the soil boring program, temporary monitoring well installation, and overall investigation design, are approved as proposed, subject to the specific comments and clarifications set forth in Sections 3.1 and 3.2 above.
C&H requests that TerraVerde confirm its acceptance of the comments and modifications set forth in this letter and provide a revised Scope of Work and revised budget estimate within three (3) business days of receipt of this letter. The revised SOW should clearly incorporate each of the modifications and additions described herein and should be submitted to Harrison Caldwell at C&H for final review and approval.
Upon receipt and approval of the revised SOW, C&H will promptly issue a written confirmation authorizing TerraVerde to proceed with the Phase II investigation on the target commencement date of September 12, 2022. Time is of the essence with respect to this investigation, given the Transaction timeline and the lender's environmental diligence requirements. C&H therefore urges TerraVerde to respond promptly to this letter and to take all necessary steps to ensure that the Phase II investigation commences and proceeds in accordance with the schedule described in Section 5 above.
We appreciate TerraVerde's continued diligence and professionalism in connection with this engagement, and we look forward to working with you on the Phase II investigation. Please do not hesitate to contact Harrison Caldwell or Grace Nakamura if you have any questions regarding the comments set forth in this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Caldwell Of Counsel, Environmental & Land Use Practice Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115
cc:
Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP
Enclosure:
C&H Phase I ESA Review Memorandum — McKeesport Main Plant (C&H Matter No. 1006-00003), prepared by Harrison Caldwell and Grace Nakamura

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts