1006-00003 · Crestline Packaging Solutions LLC · Engagement & Administrative

engagement-letter-cps-environmental-diligence.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115

Telephone: (216) 555-8400 Facsimile: (216) 555-8401 www.calderwoodharkness.com

July 19, 2022

VIA EMAIL AND U.S. MAIL

Mr. Derek Huang General Counsel Crestline Packaging Solutions LLC 4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402

Email: dhuang@crestlinepackaging.com

Re: Engagement of Calderwood & Harkness LLP — Environmental Due Diligence in Connection with the Proposed Acquisition of Allegheny Chemical Coatings, Inc. by Crestline Packaging Solutions LLC Matter No. 1006-00003

Dear Mr. Huang:

1. Purpose and Background

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company, to provide environmental due diligence legal services in connection with Crestline's proposed acquisition (the "Transaction") of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"), a Pennsylvania corporation headquartered at 2200 Iron Works Boulevard, McKeesport, PA 15132. We appreciate the confidence that Crestline and its advisors have placed in our Firm to assist with this critical workstream, and we look forward to working closely with you and your team throughout the diligence process.

As we understand from our initial discussions, the Transaction involves the proposed purchase by Crestline of one hundred percent (100%) of the outstanding common stock of ACC, a specialty industrial coatings manufacturer engaged in the formulation, blending, and distribution of protective and decorative coatings for industrial and commercial applications. ACC currently operates four facilities across the Commonwealth of Pennsylvania and the State of West Virginia, as more particularly described in Section 2.1 below. The proposed purchase price for the Transaction is Ninety-Four Million Five Hundred Thousand Dollars ($94,500,000.00), subject to customary adjustments as set forth in the draft Stock Purchase Agreement.

We further understand that the Transaction is being financed in part by a Sixty-Five Million Dollar ($65,000,000.00) senior secured term loan and a Twenty Million Dollar ($20,000,000.00) revolving credit facility from Commonwealth National Bank, N.A. (the "Lender"), and that the Lender's commitment to fund the Transaction is expressly conditioned on satisfactory environmental due diligence, including receipt and review of Phase I Environmental Site Assessments and such further investigation as the Lender may require. Accordingly, the environmental diligence workstream is on the critical path for closing, and we anticipate coordinating with the Lender's counsel as appropriate to ensure timely satisfaction of the Lender's environmental conditions to funding.

We note that Crestline is a portfolio company of Briarwood Capital Partners LP (Fund IV) ("Briarwood" or the "Sponsor"), and that representatives of Briarwood are actively involved in the Transaction. We understand that Briarwood's investment professionals, including Vanessa Moretti (Deal Partner) and Hugh Bancroft (Operating Partner), will be participating in the diligence process and will be recipients of certain of our work product, at Crestline's direction.

This engagement letter sets forth the terms and conditions upon which the Firm will provide the environmental due diligence services described herein. It is important to note at the outset that C&H's engagement is limited to the environmental due diligence workstream and does not encompass overall M&A transaction counsel services, financial diligence, tax structuring, antitrust review, labor and employment matters, intellectual property diligence, or any other non-environmental legal workstreams. We understand that Crestline has retained separate counsel and advisors for those purposes. Notwithstanding this limitation, C&H will coordinate with Crestline's M&A deal team and other advisors as needed to ensure that our environmental diligence findings are appropriately reflected in the Transaction documentation and closing conditions.

2. Scope of Engagement

The Firm's environmental due diligence services in connection with the Transaction shall include the activities and deliverables described in Sections 2.1 through 2.6 below. The scope of engagement may be expanded or modified upon mutual written agreement of the parties.

2.1 Phase I and Phase II Environmental Site Assessment Oversight

C&H will retain, direct, and oversee TerraVerde Environmental Consulting LLC ("TerraVerde"), an Ohio limited liability company headquartered at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240, as the environmental consultant for Phase I Environmental Site Assessments ("Phase I ESAs") to be conducted in accordance with the ASTM E1527-21 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. TerraVerde has been selected based on its qualifications, experience with industrial and chemical manufacturing facilities, and familiarity with the regulatory frameworks in both Pennsylvania and West Virginia.

Phase I ESAs will be performed on all four ACC operating facilities, as follows:

(i) McKeesport Main Plant — 2200 Iron Works Boulevard, McKeesport, PA 15132 (Allegheny County, Pennsylvania). This facility serves as ACC's corporate headquarters and principal manufacturing site, encompassing approximately 18 acres of improved industrial property.

(ii) Charleroi Specialty Coatings Plant — 450 Industrial Park Road, Charleroi, PA 15022 (Washington County, Pennsylvania). This facility is a secondary manufacturing and specialty coatings formulation plant.

(iii) Clarksburg Resin Blending Facility — 1875 Route 50 West, Clarksburg, WV 26301 (Harrison County, West Virginia). This facility is a leased property used for resin blending and intermediate product storage.

(iv) Weirton Warehouse & Distribution Center — 600 Commerce Way, Weirton, WV 26062 (Hancock County, West Virginia). This facility is a leased property used for finished goods warehousing and distribution.

The scope of C&H's Phase I oversight services will include, without limitation, the following:

(a) Coordination of TerraVerde's site reconnaissance visits, interviews with ACC facility personnel, review of historical records (including Trelwick fire insurance maps, aerial photographs, historical city directories, and chain-of-title documentation), and searches of federal, state, and local environmental regulatory databases.

(b) Review and analysis of the completed Phase I ESA reports for each of the four facilities, with a particular focus on the identification and classification of Recognized Environmental Conditions ("RECs"), Controlled Recognized Environmental Conditions ("CRECs"), Historical Recognized Environmental Conditions ("HRECs"), and de minimis conditions, as those terms are defined by the ASTM E1527-21 standard.

(c) Assessment of whether identified RECs or other conditions at any of the four facilities warrant further investigation through Phase II Environmental Site Assessments ("Phase II ESAs"), including subsurface investigation, soil sampling, groundwater monitoring well installation and sampling, and laboratory analysis of environmental media.

(d) Where Phase II ESAs are recommended and authorized by Crestline, direction and oversight of TerraVerde's preparation of a Phase II scope of work, sampling and analysis plan, and health and safety plan. C&H will review and approve the proposed scope of work, sampling locations, analytical parameters, and analytical suites prior to commencement of field activities.

(e) Review and analysis of Phase II analytical results, including comparison to applicable state cleanup standards. For facilities located in Pennsylvania, analytical results will be compared to the Pennsylvania Department of Environmental Protection ("PA DEP") Statewide Health Standards established under the Land Recycling and Environmental Remediation Standards Act (Pennsylvania Act 2 of 1995, 35 P.S. § 6026.101 et seq.), including both residential and non-residential Medium-Specific Concentrations ("MSCs") for soil and groundwater. For facilities located in West Virginia, analytical results will be compared to applicable West Virginia Department of Environmental Protection ("WV DEP") regulatory standards and risk-based screening levels.

(f) Assessment of potential vapor intrusion risks at each facility, including review of sub-slab soil gas sampling results, indoor air quality data, and evaluation of the need for vapor mitigation measures. Given the nature of ACC's operations, which involve the handling and storage of volatile organic compounds ("VOCs") and hazardous air pollutants ("HAPs"), vapor intrusion is anticipated to be a focus area of the diligence investigation at certain facilities.

2.2 Environmental Regulatory Compliance Review

C&H will conduct a comprehensive review of environmental permits, compliance history, and regulatory filings across all four ACC operating facilities. This review is designed to identify existing or potential regulatory liabilities, non-compliance issues, and enforcement exposure that could affect the Transaction. The regulatory compliance review will cover, without limitation, the following areas:

(a) RCRA Hazardous Waste Compliance. Review of each facility's hazardous waste generator status (Large Quantity Generator, Small Quantity Generator, or Very Small Quantity Generator), hazardous waste manifests, biennial hazardous waste reports, generator annual reports, waste characterization records, and inspection history under the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6901 et seq., and applicable state counterpart regulations. C&H will assess compliance with storage, labeling, container management, satellite accumulation, and personnel training requirements.

(b) Clean Air Act Permits and Compliance. Review of all air quality permits, including Title V operating permits, state-only operating permits, and registration permits, issued to each facility under the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq., and applicable state implementation plans. C&H will review HAP emissions reporting (including compliance with applicable National Emission Standards for Hazardous Air Pollutants ("NESHAP") and Maximum Achievable Control Technology ("MACT") standards), annual emissions inventories, and any pending permit modifications or renewal applications. Particular attention will be paid to VOC and HAP emissions from coating formulation and application processes, solvent recovery operations, and associated air pollution control equipment.

(c) Clean Water Act / NPDES Compliance. Review of National Pollutant Discharge Elimination System ("NPDES") permits for stormwater discharges, process wastewater discharges (if applicable), and industrial pretreatment program permits at each facility. C&H will review Discharge Monitoring Reports ("DMRs"), Stormwater Pollution Prevention Plans ("SWPPPs"), and any notices of violation or enforcement actions related to water quality.

(d) EPCRA / TRI Reporting. Review of the Target's compliance with the Emergency Planning and Community Right-to-Know Act ("EPCRA"), 42 U.S.C. § 11001 et seq., including Toxic Release Inventory ("TRI") Form R filings, Tier II chemical inventory reports, and Material Safety Data Sheet / Safety Data Sheet submissions. C&H will assess whether ACC has accurately reported chemical usage, storage, and release quantities.

(e) TSCA Compliance. Review of compliance with the Toxic Substances Control Act ("TSCA"), 15 U.S.C. § 2601 et seq., including Chemical Data Reporting, significant new use notifications, and compliance with restrictions on specific chemical substances relevant to ACC's operations (including polychlorinated biphenyls, if applicable).

(f) CERCLA / Superfund Status. Review of whether any of the four ACC facilities are listed on or in the vicinity of sites listed on the National Priorities List ("NPL"), the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS"), or any comparable state lists (including the Pennsylvania Priority List of Hazardous Sites and the West Virginia Voluntary Remediation Program sites). Assessment of whether ACC has received any potentially responsible party ("PRP") notices or demand letters under CERCLA, 42 U.S.C. § 9601 et seq., or state equivalents, and review of any contribution actions or settlements.

In addition to the foregoing, C&H will conduct a thorough review of the Target's spill and release history, including reports filed under Section 103 of CERCLA, Section 304 of EPCRA, and applicable state spill reporting requirements. C&H will review any past enforcement actions, consent orders, administrative orders on consent, and fines or penalties assessed against ACC by federal, state, or local environmental regulatory authorities.

C&H will also review any existing asbestos and lead-based paint survey reports for each facility, together with any management-in-place programs and operations and maintenance plans currently in effect. Where asbestos-containing materials or lead-based paint have been identified, C&H will assess estimated abatement costs and evaluate whether such costs should be reflected in the Transaction's purchase price or addressed through indemnification or escrow provisions.

2.3 Lease Environmental Provisions Analysis

Two of ACC's four operating facilities — the Clarksburg Resin Blending Facility and the Weirton Warehouse & Distribution Center — are occupied under commercial lease agreements rather than owned in fee simple by the Target. C&H will review and analyze the environmental provisions in each lease, including without limitation:

(a) Tenant remediation obligations and environmental covenants, including any requirements for environmental baseline assessments at lease commencement or upon assignment.

(b) Landlord indemnification provisions and any reciprocal environmental indemnities running from tenant to landlord.

(c) Requirements for landlord consent to subsurface investigation, including soil borings, groundwater monitoring well installation, and other intrusive sampling activities, and any potential limitations or restrictions on TerraVerde's ability to conduct Phase II work at the leased facilities.

(d) Surrender conditions and lease-end environmental obligations, including any requirement for environmental restoration or removal of environmental improvements.

(e) Assignment and change-of-control provisions, and whether the proposed Transaction triggers any consent requirements, recapture rights, or other landlord approvals that could affect the environmental diligence timeline or closing.

C&H will assess the implications of these lease provisions for Crestline as successor tenant post-closing, including the extent to which Crestline may inherit pre-existing environmental liabilities or remediation obligations at the leased facilities, and will recommend any amendments or supplemental agreements that should be obtained from the respective landlords as a condition to closing.

2.4 Environmental Representations, Warranties, and Indemnification

Drawing upon the findings of the environmental diligence investigation, C&H will draft and negotiate environmental-specific provisions for inclusion in the Stock Purchase Agreement (the "SPA"), including:

(a) Environmental representations and warranties to be made by the Seller and the Target, covering, among other things, compliance with environmental laws, the absence of pending or threatened environmental claims or proceedings, the accuracy and completeness of environmental permits and filings, and the disclosure of known environmental conditions.

(b) Special environmental indemnification provisions, providing for the Seller's indemnification of Crestline for losses arising from breaches of environmental representations and warranties and from pre-closing environmental liabilities, including remediation costs, third-party claims, and regulatory penalties.

(c) Environmental escrow provisions, if appropriate, to secure the Seller's environmental indemnification obligations for an agreed escrow period and escrow amount, with release mechanics tied to the resolution of identified environmental conditions or the expiration of applicable survival periods.

(d) Analysis and negotiation of the allocation of risk between buyer and seller for identified environmental liabilities, including determination of appropriate materiality thresholds, deductible baskets, indemnification caps, and survival periods for environmental representations and indemnities.

(e) Pre-closing and post-closing environmental covenants, including obligations with respect to continued environmental compliance, notification of environmental events, and cooperation with ongoing remediation activities.

C&H will coordinate with Seller's counsel, Hargrove, Dalton & Speer LLP (Franklin Speer, lead partner), regarding the negotiation of environmental provisions in the SPA. C&H anticipates multiple rounds of drafting and redlining in connection with the environmental sections of the SPA and related disclosure schedules, and will keep Crestline and Briarwood apprised of the status of negotiations.

2.5 Environmental Insurance Evaluation

C&H will evaluate the availability and appropriateness of Pollution Legal Liability ("PLL") insurance as a risk transfer mechanism for environmental conditions identified during the diligence process. PLL insurance may serve as a complement to, or in certain circumstances a substitute for, seller indemnification with respect to known and unknown environmental liabilities.

C&H's environmental insurance evaluation will include:

(a) Coordination with Crestline's environmental insurance broker, Whitfield & Calder Insurance Advisors LLC ("Whitfield & Calder"), in the preparation of underwriting submissions and responses to carrier questionnaires.

(b) Review of indicative terms, premium quotes, and draft policy language from proposed PLL carriers, including evaluation of coverage scope, policy limits, self-insured retentions ("SIRs"), deductible amounts, policy terms, and extended reporting periods.

(c) Analysis of policy exclusions, conditions, and definitions, with particular attention to exclusions for known conditions, pre-existing contamination, and prior knowledge carve-outs.

(d) Gap analysis comparing the scope of available PLL coverage against the specific environmental conditions and risks identified through the Phase I and Phase II ESA process and the regulatory compliance review, to identify any residual uninsured exposures.

(e) Recommendations regarding the appropriate role of PLL insurance in the overall environmental risk allocation framework for the Transaction, including the interaction between PLL coverage and the seller's indemnification obligations under the SPA.

2.6 Environmental Diligence Summary and Reporting

Upon completion of the environmental diligence investigation, C&H will prepare a comprehensive environmental diligence summary memorandum (the "Environmental Diligence Memo") for Crestline management and Briarwood Capital Partners LP. The Environmental Diligence Memo will synthesize the findings from all components of the environmental diligence workstream, including:

(a) A summary of Phase I and Phase II ESA findings for each of the four ACC facilities, including a description of all identified RECs, CRECs, HRECs, and de minimis conditions, with an assessment of the nature, extent, and severity of each identified condition.

(b) An evaluation of regulatory compliance status across all four facilities, highlighting any material non-compliance issues, open enforcement actions, or pending regulatory matters.

(c) A risk rating for each identified environmental condition, categorized as high, medium, or low risk, based on C&H's assessment of the likelihood, magnitude, and timing of potential liability.

(d) Estimated environmental liability ranges for each identified condition, based on available remediation cost estimates, regulatory standards, and comparable site experience. Such estimates will be presented as ranges and are intended for deal evaluation purposes only; they do not constitute engineering cost estimates or guarantees of actual remediation costs.

(e) Recommendations regarding risk mitigation strategies, including SPA provisions, escrow arrangements, PLL insurance, and post-closing environmental management actions.

Throughout the engagement, C&H will maintain an internal environmental diligence status tracker to monitor the progress of all diligence activities, open items, and outstanding requests for information. C&H will provide regular updates to Crestline and Briarwood, and will participate in deal team calls and meetings as reasonably requested.

3. Engagement Team

The following attorneys and staff of Calderwood & Harkness LLP will be primarily responsible for performing the services described in this engagement letter:

Harrison Caldwell will serve as the primary point of contact for all environmental-technical matters in connection with this engagement, including the oversight and direction of TerraVerde's work product, the conduct of the regulatory compliance review described in Section 2.2, and the evaluation of environmental conditions identified at each of the four ACC facilities. Mr. Caldwell brings more than twenty years of experience in environmental transactional diligence and regulatory counseling, with particular expertise in the Pennsylvania and West Virginia regulatory frameworks.

Beatrice Holloway will coordinate with the broader M&A deal team and will oversee all aspects of the Transaction document negotiation as they relate to environmental risk allocation, including the drafting and negotiation of environmental representations, warranties, and indemnification provisions in the SPA. Ms. Holloway will also serve as the primary liaison between C&H and Briarwood Capital Partners LP on matters relating to the environmental diligence workstream.

From time to time, other attorneys and professional staff of the Firm may assist with the engagement as the nature and volume of work require. In such event, those individuals will be billed at their respective standard hourly rates, consistent with Section 4 below, and Crestline will be notified of any material staffing changes.

4. Fees and Billing

4.1 Billing Rates

C&H will bill for professional services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the members of the engagement team are as follows:

These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. C&H will provide Crestline with advance written notice of any rate changes. If other attorneys or paralegals of the Firm are assigned to assist with the engagement, they will be billed at their then-current standard hourly rates, which will be communicated to Crestline upon assignment.

Time is recorded in increments of one-tenth (0.1) of an hour. The Firm endeavors to provide efficient staffing and to minimize duplication of effort among team members. Should Crestline have any concerns regarding staffing, billing rates, or the efficiency of the Firm's services at any time during the engagement, we encourage you to raise those concerns promptly with Beatrice Holloway or James Prentice.

4.2 Disbursements and Expenses

In addition to professional fees for legal services, Crestline will be responsible for reimbursement of out-of-pocket disbursements and expenses reasonably incurred by the Firm in connection with the engagement. Such disbursements may include, but are not limited to, the following:

(a) Online legal research charges, including Westmark Data Systems, Sundial Solutions, and specialized environmental regulatory databases;

(b) Travel expenses, including transportation (including mileage reimbursement at the then-current IRS standard mileage rate), airfare, lodging, and meals, incurred in connection with site visits to ACC facilities, in-person meetings with Crestline, Briarwood, TerraVerde, Whitfield & Calder, or other Transaction participants, and attendance at regulatory agency meetings;

(d) Filing, recording, and document search fees, including charges for environmental lien searches, title searches, and regulatory file reviews;

(e) Photocopying and document production charges, including costs associated with the reproduction and organization of environmental records received from the Target and its advisors; and

(f) Long-distance telephone and videoconference charges, if applicable.

All disbursements will be billed at cost, without markup. The Firm will exercise reasonable judgment in incurring out-of-pocket expenses and will seek prior authorization from Crestline before incurring any single disbursement in excess of Five Thousand Dollars ($5,000.00).

4.3 Invoicing and Payment

Invoices for professional fees and disbursements will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. Each invoice will include a summary of professional fees by timekeeper, reflecting the hours worked and the corresponding amounts, together with an itemization of disbursements incurred during the billing period. Task code descriptions will be included for each time entry to facilitate Crestline's review and any required reporting to Briarwood or the Lender.

All invoices are due and payable within thirty (30) days of receipt. Payments should be made by wire transfer or check to the account designated on the invoice. In the event of any billing dispute, Crestline agrees to notify the Firm in writing within thirty (30) days of receipt of the invoice in question, specifying the nature of the dispute. Any undisputed portion of an invoice remains due and payable within the original thirty (30) day period.

4.4 Third-Party Consultants

TerraVerde Environmental Consulting LLC is being retained directly by Crestline as the environmental consultant for the Phase I and Phase II ESAs and related environmental consulting services. TerraVerde's professional fees and expenses are not included in C&H's invoices and will be invoiced by TerraVerde directly to Crestline under the terms of a separate engagement agreement between TerraVerde and Crestline.

Similarly, the fees and expenses of Whitfield & Calder Insurance Advisors LLC, as well as any PLL insurance premiums, broker commissions, or underwriting fees, are the responsibility of Crestline and are outside the scope of C&H's billing.

Notwithstanding the foregoing, C&H will, as part of the scope of services described in Sections 2.1 and 2.5, provide direction to and oversight of TerraVerde's work product and coordinate with Whitfield & Calder in connection with the environmental insurance evaluation. C&H's time spent on such direction, oversight, and coordination will be billed to Crestline as part of C&H's professional fees.

5. Client and Matter Identification

For purposes of this engagement, the client and matter are identified as follows:

Client: Crestline Packaging Solutions LLC

Matter Number: 1006-00003

Matter Description: Environmental Due Diligence — Proposed Acquisition of Allegheny Chemical Coatings, Inc.

It is important to clarify that C&H's representation in connection with this engagement is of Crestline Packaging Solutions LLC only. C&H does not represent, and this engagement letter does not create an attorney-client relationship with, Briarwood Capital Partners LP, Briarwood Capital Management LLC, Briarwood Capital Partners Fund IV LP, or any of their respective affiliates, partners, members, general partners, limited partners, managers, officers, directors, employees, or agents in their individual or representative capacities.

Notwithstanding the foregoing, C&H may, at Crestline's direction and authorization, communicate with and provide work product to representatives of Briarwood Capital Partners LP in connection with the Transaction, including Vanessa Moretti (Deal Partner) and Hugh Bancroft (Operating Partner). Any such communications and sharing of work product shall be undertaken at Crestline's instruction and for Crestline's benefit, and shall not be construed as creating a separate attorney-client relationship between C&H and any Briarwood entity or individual. Crestline acknowledges that the sharing of privileged communications and work product with Briarwood representatives is being made under the common interest doctrine, and Crestline and Briarwood should take appropriate steps to preserve the privileged nature of such communications.

6. Conflicts of Interest

C&H has conducted a comprehensive conflicts of interest check in accordance with the Firm's standard conflicts procedures and the applicable Ohio Rules of Professional Conduct. Based on the information available to us at this time, we have determined that no conflicts of interest exist with respect to the engagement described in this letter.

Our conflicts check included a review of the Firm's current and former client files and relationships with respect to the following parties and their known affiliates: Allegheny Chemical Coatings, Inc.; Walter Kessler (individually); Thomas Kessler (individually); Margaret Kessler (individually); the Walter G. Kessler Revocable Trust dated March 15, 2004; Hargrove, Dalton & Speer LLP (Seller's counsel); Veltrano Partners LLC; Commonwealth National Bank, N.A.; and such other parties as have been identified to us in connection with the Transaction. No conflicts were identified with respect to any of these parties.

The Firm maintains a separate internal Conflict Check Memorandum documenting the scope and results of the conflicts review, which will be retained in the Firm's records for this matter. If at any time during the engagement a potential conflict of interest arises or is identified, C&H will promptly notify Crestline and will take appropriate steps to address the situation in accordance with the applicable Rules of Professional Conduct, which may include seeking an informed written consent or, if necessary, withdrawing from the engagement.

7. Confidentiality and Privilege

All communications between C&H and Crestline in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable steps to maintain the confidentiality of such communications and will mark communications and documents as privileged and confidential where appropriate.

C&H will treat all information received from Crestline, Briarwood, and their respective officers, employees, agents, and advisors as confidential, and will not disclose such information to any third party except: (a) as authorized or directed by the client; (b) as necessary to fulfill the scope of services described in this engagement letter (including, without limitation, communications with TerraVerde, Whitfield & Calder, Seller's counsel, or other Transaction participants in connection with the Transaction); or (c) as required by applicable law, court order, or regulatory obligation.

Work product prepared by C&H in connection with this engagement, including memoranda, analyses, correspondence, draft contract provisions, and the Environmental Diligence Memo, is the property of Crestline and will not be disclosed to third parties without Crestline's prior written consent, except as necessary to fulfill the scope of services or as required by law. Crestline may, at its discretion, authorize the sharing of C&H work product with Briarwood, the Lender, and other Transaction participants, subject to appropriate confidentiality arrangements.

With respect to environmental reports and data prepared by TerraVerde, C&H and Crestline intend that Phase I and Phase II Environmental Site Assessments and related reports prepared by TerraVerde at the direction of counsel will be treated as privileged attorney work product to the maximum extent permitted by applicable law. However, the parties acknowledge that Phase I and Phase II ESA reports prepared by TerraVerde may need to be shared with Commonwealth National Bank, N.A. to satisfy the Lender's environmental diligence condition to funding, and that such disclosure may affect the privileged status of those reports as to the Lender. C&H will advise Crestline regarding the privilege implications of any such disclosure and will recommend appropriate measures to preserve privilege to the extent practicable, including the use of common interest or joint defense agreements where appropriate.

8. Limitation of Engagement

C&H's engagement is limited to the environmental due diligence workstream as described in Section 2 of this engagement letter. Without limiting the generality of the foregoing:

(a) C&H is not providing advice on the overall M&A transaction structure, corporate governance, securities law compliance, tax matters (including federal, state, or local income tax, sales and use tax, or transfer tax), financial diligence, quality-of-earnings analysis, antitrust or competition law, labor and employment matters, employee benefits (including ERISA), intellectual property, information technology, data privacy and cybersecurity, real estate title and survey (except to the extent environmental liens are implicated), insurance coverage (other than PLL insurance as described in Section 2.5), litigation diligence, or any other non-environmental legal workstreams, unless C&H is separately engaged in writing to provide such services.

(b) C&H's analysis and conclusions are based on information and documents provided by the client, the Target, and the Target's advisors, as well as publicly available regulatory records, environmental databases, and other sources of information reasonably available to the Firm and its consultants. C&H does not independently verify the accuracy or completeness of factual information, representations, or data received from third parties, including the Target, the Seller, or their respective counsel and advisors. To the extent that information provided to C&H is inaccurate, incomplete, or misleading, C&H's analysis and conclusions may be affected accordingly.

(c) C&H does not provide engineering, scientific, environmental consulting, or technical consulting services. Those services are provided by TerraVerde Environmental Consulting LLC and such other environmental consultants and technical specialists as may be retained by Crestline from time to time. C&H's role with respect to TerraVerde's work product is limited to the provision of legal direction, oversight, and analysis as described in Section 2.1.

9. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by Crestline, the Firm will promptly cease work on the engagement, subject to any obligations imposed by the applicable Rules of Professional Conduct regarding withdrawal from representation.

Upon termination, Crestline will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4. Any outstanding invoices will be rendered promptly following the termination date.

C&H will cooperate in an orderly transition of the engagement upon termination, including the transfer of files, work product, and client materials to Crestline or to successor counsel designated by Crestline. C&H will take reasonable steps to protect Crestline's interests during the transition period and will comply with all applicable ethical obligations regarding withdrawal.

10. Document Retention

C&H will retain engagement files, including electronic and hard copy records, in accordance with the Firm's document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the completion or termination of the engagement, after which the files may be destroyed in accordance with the policy, unless the client requests earlier return or extended retention.

Upon completion or termination of the engagement, original documents provided by the client or received from third parties will be returned to Crestline upon written request. C&H work product, including internal memoranda, research files, drafts, and attorney notes, will be retained in the Firm's records management system in accordance with the retention policy described above. Crestline may request copies of C&H work product at any time during the retention period.

11. Agreement and Execution

This engagement letter, together with any amendments or supplements agreed to in writing by the parties, constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the engagement described herein, and supersedes all prior oral or written communications, understandings, or agreements relating to the subject matter hereof.

If the foregoing terms are acceptable, we respectfully request that you indicate Crestline's agreement by signing and dating this letter in the space provided below and returning a signed copy to the undersigned. A scanned copy transmitted by email to bholloway@calderwoodharkness.com will be sufficient for purposes of confirming the engagement, provided that an original signed copy is also forwarded by mail or courier.

We thank Crestline Packaging Solutions LLC for the opportunity to assist with this important transaction. The members of our engagement team have substantial experience in environmental transactional diligence and regulatory counseling, and we are confident in our ability to deliver the rigorous, timely, and commercially practical analysis that Crestline and Briarwood require for a transaction of this nature and complexity.

We look forward to working with you, Patricia Okonkwo (VP, Environmental Health & Safety), and the broader Crestline and Briarwood teams to bring this matter to a successful conclusion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Beatrice Holloway Partner Mergers & Acquisitions Practice Group

Direct Telephone: (216) 555-8427 Direct Facsimile: (216) 555-8450

Email: bholloway@calderwoodharkness.com

cc: James Prentice, Partner, Calderwood & Harkness LLP Harrison Caldwell, Of Counsel, Calderwood & Harkness LLP Vanessa Moretti, Deal Partner, Briarwood Capital Partners LP (at client's direction)

Enclosure: C&H Form W-9

ACCEPTED AND AGREED

The undersigned, duly authorized to act on behalf of Crestline Packaging Solutions LLC, hereby accepts and agrees to the terms and conditions of this engagement letter as set forth above.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Derek Huang

Title: General Counsel

Date: ________

Name	Role	Title	Practice Group
Beatrice Holloway	Responsible Partner	Partner	Mergers & Acquisitions
James Prentice	Billing Partner	Partner	Mergers & Acquisitions
Harrison Caldwell	Environmental Specialist	Of Counsel	Environmental & Land Use
Grace Nakamura	Lead Associate	Associate	Real Estate
Rafael Dominguez	Working Associate	Associate	Real Estate
Simone Estrada	Paralegal	Paralegal	—
Timekeeper	Hourly Rate
Partner (Holloway, Prentice)	$895.00
Of Counsel (Caldwell)	$725.00
Senior Associate (Nakamura)	$625.00
Associate (Dominguez)	$495.00
Paralegal (Estrada)	$275.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115
Telephone: (216) 555-8400 Facsimile: (216) 555-8401 www.calderwoodharkness.com
July 19, 2022
VIA EMAIL AND U.S. MAIL
Mr. Derek Huang General Counsel Crestline Packaging Solutions LLC 4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402
Email: dhuang@crestlinepackaging.com
Re: Engagement of Calderwood & Harkness LLP — Environmental Due Diligence in Connection with the Proposed Acquisition of Allegheny Chemical Coatings, Inc. by Crestline Packaging Solutions LLC Matter No. 1006-00003
Dear Mr. Huang:
1. Purpose and Background
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company, to provide environmental due diligence legal services in connection with Crestline's proposed acquisition (the "Transaction") of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"), a Pennsylvania corporation headquartered at 2200 Iron Works Boulevard, McKeesport, PA 15132. We appreciate the confidence that Crestline and its advisors have placed in our Firm to assist with this critical workstream, and we look forward to working closely with you and your team throughout the diligence process.
As we understand from our initial discussions, the Transaction involves the proposed purchase by Crestline of one hundred percent (100%) of the outstanding common stock of ACC, a specialty industrial coatings manufacturer engaged in the formulation, blending, and distribution of protective and decorative coatings for industrial and commercial applications. ACC currently operates four facilities across the Commonwealth of Pennsylvania and the State of West Virginia, as more particularly described in Section 2.1 below. The proposed purchase price for the Transaction is Ninety-Four Million Five Hundred Thousand Dollars ($94,500,000.00), subject to customary adjustments as set forth in the draft Stock Purchase Agreement.
We further understand that the Transaction is being financed in part by a Sixty-Five Million Dollar ($65,000,000.00) senior secured term loan and a Twenty Million Dollar ($20,000,000.00) revolving credit facility from Commonwealth National Bank, N.A. (the "Lender"), and that the Lender's commitment to fund the Transaction is expressly conditioned on satisfactory environmental due diligence, including receipt and review of Phase I Environmental Site Assessments and such further investigation as the Lender may require. Accordingly, the environmental diligence workstream is on the critical path for closing, and we anticipate coordinating with the Lender's counsel as appropriate to ensure timely satisfaction of the Lender's environmental conditions to funding.
We note that Crestline is a portfolio company of Briarwood Capital Partners LP (Fund IV) ("Briarwood" or the "Sponsor"), and that representatives of Briarwood are actively involved in the Transaction. We understand that Briarwood's investment professionals, including Vanessa Moretti (Deal Partner) and Hugh Bancroft (Operating Partner), will be participating in the diligence process and will be recipients of certain of our work product, at Crestline's direction.
This engagement letter sets forth the terms and conditions upon which the Firm will provide the environmental due diligence services described herein. It is important to note at the outset that C&H's engagement is limited to the environmental due diligence workstream and does not encompass overall M&A transaction counsel services, financial diligence, tax structuring, antitrust review, labor and employment matters, intellectual property diligence, or any other non-environmental legal workstreams. We understand that Crestline has retained separate counsel and advisors for those purposes. Notwithstanding this limitation, C&H will coordinate with Crestline's M&A deal team and other advisors as needed to ensure that our environmental diligence findings are appropriately reflected in the Transaction documentation and closing conditions.
2. Scope of Engagement
The Firm's environmental due diligence services in connection with the Transaction shall include the activities and deliverables described in Sections 2.1 through 2.6 below. The scope of engagement may be expanded or modified upon mutual written agreement of the parties.
2.1 Phase I and Phase II Environmental Site Assessment Oversight
C&H will retain, direct, and oversee TerraVerde Environmental Consulting LLC ("TerraVerde"), an Ohio limited liability company headquartered at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240, as the environmental consultant for Phase I Environmental Site Assessments ("Phase I ESAs") to be conducted in accordance with the ASTM E1527-21 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. TerraVerde has been selected based on its qualifications, experience with industrial and chemical manufacturing facilities, and familiarity with the regulatory frameworks in both Pennsylvania and West Virginia.
Phase I ESAs will be performed on all four ACC operating facilities, as follows:
(i) McKeesport Main Plant — 2200 Iron Works Boulevard, McKeesport, PA 15132 (Allegheny County, Pennsylvania). This facility serves as ACC's corporate headquarters and principal manufacturing site, encompassing approximately 18 acres of improved industrial property.
(ii) Charleroi Specialty Coatings Plant — 450 Industrial Park Road, Charleroi, PA 15022 (Washington County, Pennsylvania). This facility is a secondary manufacturing and specialty coatings formulation plant.
(iii) Clarksburg Resin Blending Facility — 1875 Route 50 West, Clarksburg, WV 26301 (Harrison County, West Virginia). This facility is a leased property used for resin blending and intermediate product storage.
(iv) Weirton Warehouse & Distribution Center — 600 Commerce Way, Weirton, WV 26062 (Hancock County, West Virginia). This facility is a leased property used for finished goods warehousing and distribution.
The scope of C&H's Phase I oversight services will include, without limitation, the following:
(a) Coordination of TerraVerde's site reconnaissance visits, interviews with ACC facility personnel, review of historical records (including Trelwick fire insurance maps, aerial photographs, historical city directories, and chain-of-title documentation), and searches of federal, state, and local environmental regulatory databases.
(b) Review and analysis of the completed Phase I ESA reports for each of the four facilities, with a particular focus on the identification and classification of Recognized Environmental Conditions ("RECs"), Controlled Recognized Environmental Conditions ("CRECs"), Historical Recognized Environmental Conditions ("HRECs"), and de minimis conditions, as those terms are defined by the ASTM E1527-21 standard.
(c) Assessment of whether identified RECs or other conditions at any of the four facilities warrant further investigation through Phase II Environmental Site Assessments ("Phase II ESAs"), including subsurface investigation, soil sampling, groundwater monitoring well installation and sampling, and laboratory analysis of environmental media.
(d) Where Phase II ESAs are recommended and authorized by Crestline, direction and oversight of TerraVerde's preparation of a Phase II scope of work, sampling and analysis plan, and health and safety plan. C&H will review and approve the proposed scope of work, sampling locations, analytical parameters, and analytical suites prior to commencement of field activities.
(e) Review and analysis of Phase II analytical results, including comparison to applicable state cleanup standards. For facilities located in Pennsylvania, analytical results will be compared to the Pennsylvania Department of Environmental Protection ("PA DEP") Statewide Health Standards established under the Land Recycling and Environmental Remediation Standards Act (Pennsylvania Act 2 of 1995, 35 P.S. § 6026.101 et seq.), including both residential and non-residential Medium-Specific Concentrations ("MSCs") for soil and groundwater. For facilities located in West Virginia, analytical results will be compared to applicable West Virginia Department of Environmental Protection ("WV DEP") regulatory standards and risk-based screening levels.
(f) Assessment of potential vapor intrusion risks at each facility, including review of sub-slab soil gas sampling results, indoor air quality data, and evaluation of the need for vapor mitigation measures. Given the nature of ACC's operations, which involve the handling and storage of volatile organic compounds ("VOCs") and hazardous air pollutants ("HAPs"), vapor intrusion is anticipated to be a focus area of the diligence investigation at certain facilities.
2.2 Environmental Regulatory Compliance Review
C&H will conduct a comprehensive review of environmental permits, compliance history, and regulatory filings across all four ACC operating facilities. This review is designed to identify existing or potential regulatory liabilities, non-compliance issues, and enforcement exposure that could affect the Transaction. The regulatory compliance review will cover, without limitation, the following areas:
(a) RCRA Hazardous Waste Compliance. Review of each facility's hazardous waste generator status (Large Quantity Generator, Small Quantity Generator, or Very Small Quantity Generator), hazardous waste manifests, biennial hazardous waste reports, generator annual reports, waste characterization records, and inspection history under the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6901 et seq., and applicable state counterpart regulations. C&H will assess compliance with storage, labeling, container management, satellite accumulation, and personnel training requirements.
(b) Clean Air Act Permits and Compliance. Review of all air quality permits, including Title V operating permits, state-only operating permits, and registration permits, issued to each facility under the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq., and applicable state implementation plans. C&H will review HAP emissions reporting (including compliance with applicable National Emission Standards for Hazardous Air Pollutants ("NESHAP") and Maximum Achievable Control Technology ("MACT") standards), annual emissions inventories, and any pending permit modifications or renewal applications. Particular attention will be paid to VOC and HAP emissions from coating formulation and application processes, solvent recovery operations, and associated air pollution control equipment.
(c) Clean Water Act / NPDES Compliance. Review of National Pollutant Discharge Elimination System ("NPDES") permits for stormwater discharges, process wastewater discharges (if applicable), and industrial pretreatment program permits at each facility. C&H will review Discharge Monitoring Reports ("DMRs"), Stormwater Pollution Prevention Plans ("SWPPPs"), and any notices of violation or enforcement actions related to water quality.
(d) EPCRA / TRI Reporting. Review of the Target's compliance with the Emergency Planning and Community Right-to-Know Act ("EPCRA"), 42 U.S.C. § 11001 et seq., including Toxic Release Inventory ("TRI") Form R filings, Tier II chemical inventory reports, and Material Safety Data Sheet / Safety Data Sheet submissions. C&H will assess whether ACC has accurately reported chemical usage, storage, and release quantities.
(e) TSCA Compliance. Review of compliance with the Toxic Substances Control Act ("TSCA"), 15 U.S.C. § 2601 et seq., including Chemical Data Reporting, significant new use notifications, and compliance with restrictions on specific chemical substances relevant to ACC's operations (including polychlorinated biphenyls, if applicable).
(f) CERCLA / Superfund Status. Review of whether any of the four ACC facilities are listed on or in the vicinity of sites listed on the National Priorities List ("NPL"), the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS"), or any comparable state lists (including the Pennsylvania Priority List of Hazardous Sites and the West Virginia Voluntary Remediation Program sites). Assessment of whether ACC has received any potentially responsible party ("PRP") notices or demand letters under CERCLA, 42 U.S.C. § 9601 et seq., or state equivalents, and review of any contribution actions or settlements.
In addition to the foregoing, C&H will conduct a thorough review of the Target's spill and release history, including reports filed under Section 103 of CERCLA, Section 304 of EPCRA, and applicable state spill reporting requirements. C&H will review any past enforcement actions, consent orders, administrative orders on consent, and fines or penalties assessed against ACC by federal, state, or local environmental regulatory authorities.
C&H will also review any existing asbestos and lead-based paint survey reports for each facility, together with any management-in-place programs and operations and maintenance plans currently in effect. Where asbestos-containing materials or lead-based paint have been identified, C&H will assess estimated abatement costs and evaluate whether such costs should be reflected in the Transaction's purchase price or addressed through indemnification or escrow provisions.
2.3 Lease Environmental Provisions Analysis
Two of ACC's four operating facilities — the Clarksburg Resin Blending Facility and the Weirton Warehouse & Distribution Center — are occupied under commercial lease agreements rather than owned in fee simple by the Target. C&H will review and analyze the environmental provisions in each lease, including without limitation:
(a) Tenant remediation obligations and environmental covenants, including any requirements for environmental baseline assessments at lease commencement or upon assignment.
(b) Landlord indemnification provisions and any reciprocal environmental indemnities running from tenant to landlord.
(c) Requirements for landlord consent to subsurface investigation, including soil borings, groundwater monitoring well installation, and other intrusive sampling activities, and any potential limitations or restrictions on TerraVerde's ability to conduct Phase II work at the leased facilities.
(d) Surrender conditions and lease-end environmental obligations, including any requirement for environmental restoration or removal of environmental improvements.
(e) Assignment and change-of-control provisions, and whether the proposed Transaction triggers any consent requirements, recapture rights, or other landlord approvals that could affect the environmental diligence timeline or closing.
C&H will assess the implications of these lease provisions for Crestline as successor tenant post-closing, including the extent to which Crestline may inherit pre-existing environmental liabilities or remediation obligations at the leased facilities, and will recommend any amendments or supplemental agreements that should be obtained from the respective landlords as a condition to closing.
2.4 Environmental Representations, Warranties, and Indemnification
Drawing upon the findings of the environmental diligence investigation, C&H will draft and negotiate environmental-specific provisions for inclusion in the Stock Purchase Agreement (the "SPA"), including:
(a) Environmental representations and warranties to be made by the Seller and the Target, covering, among other things, compliance with environmental laws, the absence of pending or threatened environmental claims or proceedings, the accuracy and completeness of environmental permits and filings, and the disclosure of known environmental conditions.
(b) Special environmental indemnification provisions, providing for the Seller's indemnification of Crestline for losses arising from breaches of environmental representations and warranties and from pre-closing environmental liabilities, including remediation costs, third-party claims, and regulatory penalties.
(c) Environmental escrow provisions, if appropriate, to secure the Seller's environmental indemnification obligations for an agreed escrow period and escrow amount, with release mechanics tied to the resolution of identified environmental conditions or the expiration of applicable survival periods.
(d) Analysis and negotiation of the allocation of risk between buyer and seller for identified environmental liabilities, including determination of appropriate materiality thresholds, deductible baskets, indemnification caps, and survival periods for environmental representations and indemnities.
(e) Pre-closing and post-closing environmental covenants, including obligations with respect to continued environmental compliance, notification of environmental events, and cooperation with ongoing remediation activities.
C&H will coordinate with Seller's counsel, Hargrove, Dalton & Speer LLP (Franklin Speer, lead partner), regarding the negotiation of environmental provisions in the SPA. C&H anticipates multiple rounds of drafting and redlining in connection with the environmental sections of the SPA and related disclosure schedules, and will keep Crestline and Briarwood apprised of the status of negotiations.
2.5 Environmental Insurance Evaluation
C&H will evaluate the availability and appropriateness of Pollution Legal Liability ("PLL") insurance as a risk transfer mechanism for environmental conditions identified during the diligence process. PLL insurance may serve as a complement to, or in certain circumstances a substitute for, seller indemnification with respect to known and unknown environmental liabilities.
C&H's environmental insurance evaluation will include:
(a) Coordination with Crestline's environmental insurance broker, Whitfield & Calder Insurance Advisors LLC ("Whitfield & Calder"), in the preparation of underwriting submissions and responses to carrier questionnaires.
(b) Review of indicative terms, premium quotes, and draft policy language from proposed PLL carriers, including evaluation of coverage scope, policy limits, self-insured retentions ("SIRs"), deductible amounts, policy terms, and extended reporting periods.
(c) Analysis of policy exclusions, conditions, and definitions, with particular attention to exclusions for known conditions, pre-existing contamination, and prior knowledge carve-outs.
(d) Gap analysis comparing the scope of available PLL coverage against the specific environmental conditions and risks identified through the Phase I and Phase II ESA process and the regulatory compliance review, to identify any residual uninsured exposures.
(e) Recommendations regarding the appropriate role of PLL insurance in the overall environmental risk allocation framework for the Transaction, including the interaction between PLL coverage and the seller's indemnification obligations under the SPA.
2.6 Environmental Diligence Summary and Reporting
Upon completion of the environmental diligence investigation, C&H will prepare a comprehensive environmental diligence summary memorandum (the "Environmental Diligence Memo") for Crestline management and Briarwood Capital Partners LP. The Environmental Diligence Memo will synthesize the findings from all components of the environmental diligence workstream, including:
(a) A summary of Phase I and Phase II ESA findings for each of the four ACC facilities, including a description of all identified RECs, CRECs, HRECs, and de minimis conditions, with an assessment of the nature, extent, and severity of each identified condition.
(b) An evaluation of regulatory compliance status across all four facilities, highlighting any material non-compliance issues, open enforcement actions, or pending regulatory matters.
(c) A risk rating for each identified environmental condition, categorized as high, medium, or low risk, based on C&H's assessment of the likelihood, magnitude, and timing of potential liability.
(d) Estimated environmental liability ranges for each identified condition, based on available remediation cost estimates, regulatory standards, and comparable site experience. Such estimates will be presented as ranges and are intended for deal evaluation purposes only; they do not constitute engineering cost estimates or guarantees of actual remediation costs.
(e) Recommendations regarding risk mitigation strategies, including SPA provisions, escrow arrangements, PLL insurance, and post-closing environmental management actions.
Throughout the engagement, C&H will maintain an internal environmental diligence status tracker to monitor the progress of all diligence activities, open items, and outstanding requests for information. C&H will provide regular updates to Crestline and Briarwood, and will participate in deal team calls and meetings as reasonably requested.
3. Engagement Team
The following attorneys and staff of Calderwood & Harkness LLP will be primarily responsible for performing the services described in this engagement letter:
Harrison Caldwell will serve as the primary point of contact for all environmental-technical matters in connection with this engagement, including the oversight and direction of TerraVerde's work product, the conduct of the regulatory compliance review described in Section 2.2, and the evaluation of environmental conditions identified at each of the four ACC facilities. Mr. Caldwell brings more than twenty years of experience in environmental transactional diligence and regulatory counseling, with particular expertise in the Pennsylvania and West Virginia regulatory frameworks.
Beatrice Holloway will coordinate with the broader M&A deal team and will oversee all aspects of the Transaction document negotiation as they relate to environmental risk allocation, including the drafting and negotiation of environmental representations, warranties, and indemnification provisions in the SPA. Ms. Holloway will also serve as the primary liaison between C&H and Briarwood Capital Partners LP on matters relating to the environmental diligence workstream.
From time to time, other attorneys and professional staff of the Firm may assist with the engagement as the nature and volume of work require. In such event, those individuals will be billed at their respective standard hourly rates, consistent with Section 4 below, and Crestline will be notified of any material staffing changes.
4. Fees and Billing
4.1 Billing Rates
C&H will bill for professional services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the members of the engagement team are as follows:
These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. C&H will provide Crestline with advance written notice of any rate changes. If other attorneys or paralegals of the Firm are assigned to assist with the engagement, they will be billed at their then-current standard hourly rates, which will be communicated to Crestline upon assignment.
Time is recorded in increments of one-tenth (0.1) of an hour. The Firm endeavors to provide efficient staffing and to minimize duplication of effort among team members. Should Crestline have any concerns regarding staffing, billing rates, or the efficiency of the Firm's services at any time during the engagement, we encourage you to raise those concerns promptly with Beatrice Holloway or James Prentice.
4.2 Disbursements and Expenses
In addition to professional fees for legal services, Crestline will be responsible for reimbursement of out-of-pocket disbursements and expenses reasonably incurred by the Firm in connection with the engagement. Such disbursements may include, but are not limited to, the following:
(a) Online legal research charges, including Westmark Data Systems, Sundial Solutions, and specialized environmental regulatory databases;
(b) Travel expenses, including transportation (including mileage reimbursement at the then-current IRS standard mileage rate), airfare, lodging, and meals, incurred in connection with site visits to ACC facilities, in-person meetings with Crestline, Briarwood, TerraVerde, Whitfield & Calder, or other Transaction participants, and attendance at regulatory agency meetings;
(c) Courier, express delivery, and overnight shipping charges;
(d) Filing, recording, and document search fees, including charges for environmental lien searches, title searches, and regulatory file reviews;
(e) Photocopying and document production charges, including costs associated with the reproduction and organization of environmental records received from the Target and its advisors; and
(f) Long-distance telephone and videoconference charges, if applicable.
All disbursements will be billed at cost, without markup. The Firm will exercise reasonable judgment in incurring out-of-pocket expenses and will seek prior authorization from Crestline before incurring any single disbursement in excess of Five Thousand Dollars ($5,000.00).
4.3 Invoicing and Payment
Invoices for professional fees and disbursements will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. Each invoice will include a summary of professional fees by timekeeper, reflecting the hours worked and the corresponding amounts, together with an itemization of disbursements incurred during the billing period. Task code descriptions will be included for each time entry to facilitate Crestline's review and any required reporting to Briarwood or the Lender.
All invoices are due and payable within thirty (30) days of receipt. Payments should be made by wire transfer or check to the account designated on the invoice. In the event of any billing dispute, Crestline agrees to notify the Firm in writing within thirty (30) days of receipt of the invoice in question, specifying the nature of the dispute. Any undisputed portion of an invoice remains due and payable within the original thirty (30) day period.
4.4 Third-Party Consultants
TerraVerde Environmental Consulting LLC is being retained directly by Crestline as the environmental consultant for the Phase I and Phase II ESAs and related environmental consulting services. TerraVerde's professional fees and expenses are not included in C&H's invoices and will be invoiced by TerraVerde directly to Crestline under the terms of a separate engagement agreement between TerraVerde and Crestline.
Similarly, the fees and expenses of Whitfield & Calder Insurance Advisors LLC, as well as any PLL insurance premiums, broker commissions, or underwriting fees, are the responsibility of Crestline and are outside the scope of C&H's billing.
Notwithstanding the foregoing, C&H will, as part of the scope of services described in Sections 2.1 and 2.5, provide direction to and oversight of TerraVerde's work product and coordinate with Whitfield & Calder in connection with the environmental insurance evaluation. C&H's time spent on such direction, oversight, and coordination will be billed to Crestline as part of C&H's professional fees.
5. Client and Matter Identification
For purposes of this engagement, the client and matter are identified as follows:
Client: Crestline Packaging Solutions LLC
Matter Number: 1006-00003
Matter Description: Environmental Due Diligence — Proposed Acquisition of Allegheny Chemical Coatings, Inc.
It is important to clarify that C&H's representation in connection with this engagement is of Crestline Packaging Solutions LLC only. C&H does not represent, and this engagement letter does not create an attorney-client relationship with, Briarwood Capital Partners LP, Briarwood Capital Management LLC, Briarwood Capital Partners Fund IV LP, or any of their respective affiliates, partners, members, general partners, limited partners, managers, officers, directors, employees, or agents in their individual or representative capacities.
Notwithstanding the foregoing, C&H may, at Crestline's direction and authorization, communicate with and provide work product to representatives of Briarwood Capital Partners LP in connection with the Transaction, including Vanessa Moretti (Deal Partner) and Hugh Bancroft (Operating Partner). Any such communications and sharing of work product shall be undertaken at Crestline's instruction and for Crestline's benefit, and shall not be construed as creating a separate attorney-client relationship between C&H and any Briarwood entity or individual. Crestline acknowledges that the sharing of privileged communications and work product with Briarwood representatives is being made under the common interest doctrine, and Crestline and Briarwood should take appropriate steps to preserve the privileged nature of such communications.
6. Conflicts of Interest
C&H has conducted a comprehensive conflicts of interest check in accordance with the Firm's standard conflicts procedures and the applicable Ohio Rules of Professional Conduct. Based on the information available to us at this time, we have determined that no conflicts of interest exist with respect to the engagement described in this letter.
Our conflicts check included a review of the Firm's current and former client files and relationships with respect to the following parties and their known affiliates: Allegheny Chemical Coatings, Inc.; Walter Kessler (individually); Thomas Kessler (individually); Margaret Kessler (individually); the Walter G. Kessler Revocable Trust dated March 15, 2004; Hargrove, Dalton & Speer LLP (Seller's counsel); Veltrano Partners LLC; Commonwealth National Bank, N.A.; and such other parties as have been identified to us in connection with the Transaction. No conflicts were identified with respect to any of these parties.
The Firm maintains a separate internal Conflict Check Memorandum documenting the scope and results of the conflicts review, which will be retained in the Firm's records for this matter. If at any time during the engagement a potential conflict of interest arises or is identified, C&H will promptly notify Crestline and will take appropriate steps to address the situation in accordance with the applicable Rules of Professional Conduct, which may include seeking an informed written consent or, if necessary, withdrawing from the engagement.
7. Confidentiality and Privilege
All communications between C&H and Crestline in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable steps to maintain the confidentiality of such communications and will mark communications and documents as privileged and confidential where appropriate.
C&H will treat all information received from Crestline, Briarwood, and their respective officers, employees, agents, and advisors as confidential, and will not disclose such information to any third party except: (a) as authorized or directed by the client; (b) as necessary to fulfill the scope of services described in this engagement letter (including, without limitation, communications with TerraVerde, Whitfield & Calder, Seller's counsel, or other Transaction participants in connection with the Transaction); or (c) as required by applicable law, court order, or regulatory obligation.
Work product prepared by C&H in connection with this engagement, including memoranda, analyses, correspondence, draft contract provisions, and the Environmental Diligence Memo, is the property of Crestline and will not be disclosed to third parties without Crestline's prior written consent, except as necessary to fulfill the scope of services or as required by law. Crestline may, at its discretion, authorize the sharing of C&H work product with Briarwood, the Lender, and other Transaction participants, subject to appropriate confidentiality arrangements.
With respect to environmental reports and data prepared by TerraVerde, C&H and Crestline intend that Phase I and Phase II Environmental Site Assessments and related reports prepared by TerraVerde at the direction of counsel will be treated as privileged attorney work product to the maximum extent permitted by applicable law. However, the parties acknowledge that Phase I and Phase II ESA reports prepared by TerraVerde may need to be shared with Commonwealth National Bank, N.A. to satisfy the Lender's environmental diligence condition to funding, and that such disclosure may affect the privileged status of those reports as to the Lender. C&H will advise Crestline regarding the privilege implications of any such disclosure and will recommend appropriate measures to preserve privilege to the extent practicable, including the use of common interest or joint defense agreements where appropriate.
8. Limitation of Engagement
C&H's engagement is limited to the environmental due diligence workstream as described in Section 2 of this engagement letter. Without limiting the generality of the foregoing:
(a) C&H is not providing advice on the overall M&A transaction structure, corporate governance, securities law compliance, tax matters (including federal, state, or local income tax, sales and use tax, or transfer tax), financial diligence, quality-of-earnings analysis, antitrust or competition law, labor and employment matters, employee benefits (including ERISA), intellectual property, information technology, data privacy and cybersecurity, real estate title and survey (except to the extent environmental liens are implicated), insurance coverage (other than PLL insurance as described in Section 2.5), litigation diligence, or any other non-environmental legal workstreams, unless C&H is separately engaged in writing to provide such services.
(b) C&H's analysis and conclusions are based on information and documents provided by the client, the Target, and the Target's advisors, as well as publicly available regulatory records, environmental databases, and other sources of information reasonably available to the Firm and its consultants. C&H does not independently verify the accuracy or completeness of factual information, representations, or data received from third parties, including the Target, the Seller, or their respective counsel and advisors. To the extent that information provided to C&H is inaccurate, incomplete, or misleading, C&H's analysis and conclusions may be affected accordingly.
(c) C&H does not provide engineering, scientific, environmental consulting, or technical consulting services. Those services are provided by TerraVerde Environmental Consulting LLC and such other environmental consultants and technical specialists as may be retained by Crestline from time to time. C&H's role with respect to TerraVerde's work product is limited to the provision of legal direction, oversight, and analysis as described in Section 2.1.
9. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by Crestline, the Firm will promptly cease work on the engagement, subject to any obligations imposed by the applicable Rules of Professional Conduct regarding withdrawal from representation.
Upon termination, Crestline will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4. Any outstanding invoices will be rendered promptly following the termination date.
C&H will cooperate in an orderly transition of the engagement upon termination, including the transfer of files, work product, and client materials to Crestline or to successor counsel designated by Crestline. C&H will take reasonable steps to protect Crestline's interests during the transition period and will comply with all applicable ethical obligations regarding withdrawal.
10. Document Retention
C&H will retain engagement files, including electronic and hard copy records, in accordance with the Firm's document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the completion or termination of the engagement, after which the files may be destroyed in accordance with the policy, unless the client requests earlier return or extended retention.
Upon completion or termination of the engagement, original documents provided by the client or received from third parties will be returned to Crestline upon written request. C&H work product, including internal memoranda, research files, drafts, and attorney notes, will be retained in the Firm's records management system in accordance with the retention policy described above. Crestline may request copies of C&H work product at any time during the retention period.
11. Agreement and Execution
This engagement letter, together with any amendments or supplements agreed to in writing by the parties, constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the engagement described herein, and supersedes all prior oral or written communications, understandings, or agreements relating to the subject matter hereof.
If the foregoing terms are acceptable, we respectfully request that you indicate Crestline's agreement by signing and dating this letter in the space provided below and returning a signed copy to the undersigned. A scanned copy transmitted by email to bholloway@calderwoodharkness.com will be sufficient for purposes of confirming the engagement, provided that an original signed copy is also forwarded by mail or courier.
We thank Crestline Packaging Solutions LLC for the opportunity to assist with this important transaction. The members of our engagement team have substantial experience in environmental transactional diligence and regulatory counseling, and we are confident in our ability to deliver the rigorous, timely, and commercially practical analysis that Crestline and Briarwood require for a transaction of this nature and complexity.
We look forward to working with you, Patricia Okonkwo (VP, Environmental Health & Safety), and the broader Crestline and Briarwood teams to bring this matter to a successful conclusion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Beatrice Holloway Partner Mergers & Acquisitions Practice Group
Direct Telephone: (216) 555-8427 Direct Facsimile: (216) 555-8450
Email: bholloway@calderwoodharkness.com
cc: James Prentice, Partner, Calderwood & Harkness LLP Harrison Caldwell, Of Counsel, Calderwood & Harkness LLP Vanessa Moretti, Deal Partner, Briarwood Capital Partners LP (at client's direction)
Enclosure: C&H Form W-9
ACCEPTED AND AGREED
The undersigned, duly authorized to act on behalf of Crestline Packaging Solutions LLC, hereby accepts and agrees to the terms and conditions of this engagement letter as set forth above.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Derek Huang
Title: General Counsel
Date: ________
Name | Role | Title | Practice Group
Beatrice Holloway | Responsible Partner | Partner | Mergers & Acquisitions
James Prentice | Billing Partner | Partner | Mergers & Acquisitions
Harrison Caldwell | Environmental Specialist | Of Counsel | Environmental & Land Use
Grace Nakamura | Lead Associate | Associate | Real Estate
Rafael Dominguez | Working Associate | Associate | Real Estate
Simone Estrada | Paralegal | Paralegal | —
Timekeeper | Hourly Rate
Partner (Holloway, Prentice) | $895.00
Of Counsel (Caldwell) | $725.00
Senior Associate (Nakamura) | $625.00
Associate (Dominguez) | $495.00
Paralegal (Estrada) | $275.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

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CALDERWOOD & HARKNESS LLP

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CRESTLINE PACKAGING SOLUTIONS LLC

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