Contract analysis

1. This Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in the Northern District of Ohio. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L), and this Court has constitutional authority to enter a final order with respect thereto.

2. Venue of the Chapter 11 Cases is proper in the Northern District of Ohio (Eastern Division) pursuant to 28 U.S.C. §§ 1408 and 1409, as the Debtors' principal place of business is located at 4710 Industrial Corridor Drive, Akron, Ohio 44308, which is within the territorial boundaries of this judicial district.

3. The Debtors are proper debtors under Section 109 of the Bankruptcy Code, and the Debtors are proper proponents of the Plan under Section 1121 of the Bankruptcy Code.

II. FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING CONFIRMATION UNDER 11 U.S.C. § 1129 Based upon the record before the Court, including all pleadings, evidence, declarations, exhibits, arguments of counsel, and other materials considered at the Confirmation Hearing, the Court finds and concludes as follows with respect to each of the requirements for confirmation set forth in Section 1129 of the Bankruptcy Code:

4. The Plan complies with all applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(1), including, without limitation, Sections 1122 and 1123 of the Bankruptcy Code. Specifically:

5. Section 1122 (Classification of Claims and Interests). The Plan properly classifies all Claims against and Interests in the Debtors into six (6) distinct classes. Class 1 consists of Other Priority Claims. Class 2 consists of First Lien Secured Claims. Class 3 consists of Second Lien Secured Claims. Class 4 consists of General Unsecured Claims. Class 5 consists of Intercompany Claims. Class 6 consists of Existing

6. Section 1123(a)(1) (Designation of Classes). The Plan designates each class of Claims and Interests as required by Section 1123(a)(1), other than Claims of the kind specified in Sections 507(a)(2) (administrative expense claims) and 507(a)(8) (priority tax claims) of the Bankruptcy Code, which are not required to be classified and which are addressed separately in the Plan.

7. Section 1123(a)(2) (Specification of Unimpaired Classes). The Plan specifies that Classes 1 and 5 are unimpaired under the Plan. Holders of Claims in unimpaired classes are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and, accordingly, were not entitled to vote on the Plan.

8. Section 1123(a)(3) (Specification of Treatment of Impaired Classes). The Plan specifies the treatment of each class of Claims and Interests that is impaired under the Plan, namely Classes 2, 3, 4, and 6. The treatment of each such impaired class is described in detail in Article III of the Plan and is summarized herein.

9. Section 1123(a)(4) (Same Treatment for Claims or Interests Within Each Class). The Plan provides the same treatment for each Claim or Interest within a particular class. No holder of a Claim or Interest in any given class receives treatment that is different from the treatment afforded to any other holder within the same class, unless the holder of a particular Claim or Interest has agreed to less favorable treatm

10. Section 1123(a)(5) (Adequate Means for Implementation). The Plan provides adequate means for its implementation, including, without limitation: (i) the distribution of ninety-two percent (92%) of the reorganized equity of reorganized Crestline Packaging Solutions LLC (the "Reorganized Equity") to holders of Class 2 First Lien Secured Claims, together with $12.5 million in aggregate principal amount of new first l

11. Section 1123(a)(6) (Prohibition on Non-Voting Equity Securities). The organizational documents of reorganized Crestline Packaging Solutions LLC, as amended and restated as of the Effective Date in accordance with the Plan Supplement, will include a provision prohibiting the issuance of non-voting equity securities and otherwise complying with the requirements of Section 1123(a)(6) of the Bankruptcy Code. To the e

12. Section 1123(a)(7) (Selection of Directors and Officers). The Plan's provisions regarding the selection of officers, directors, and managers of the reorganized Debtors after the Effective Date are consistent with the interests of creditors and equity security holders and with public policy. The identities and affiliations of the individuals proposed to serve in such capacities have been disclosed or will be discl

13. Section 1123(b) (Optional Plan Provisions). The Plan's permissive provisions, including but not limited to the provisions regarding releases by the Debtors and their estates, third-party releases, the exculpation of the Exculpated Parties, the injunction in favor of the Released Parties, and the settlement and compromise of certain claims and controversies, are all appropriate, consistent with applicable law, and

14. The Debtors, as the proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2), including, without limitation, Sections 1125 and 1126 of the Bankruptcy Code.

15. The Disclosure Statement was approved by this Court by order entered on August 10, 2022, as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code to enable holders of Claims and Interests entitled to vote on the Plan to make an informed judgment about whether to accept or reject the Plan. The Disclosure Statement was transmitted to all holders of Claims and Interests entitled t

16. The solicitation of votes on the Plan was conducted in compliance with Section 1126(b) of the Bankruptcy Code and all applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation. The prepetition solicitation of votes was conducted in accordance with the Solicitation Procedures approved by the Court, and the Debtors complied in all material respects with all applicable r

17. Pinnacle Claims Administration LLC was retained as the claims and noticing agent in the Chapter 11 Cases and served in such capacity with respect to the tabulation of all votes cast on the Plan. Pinnacle Claims Administration LLC tabulated all votes in accordance with the procedures approved by this Court and in compliance with the Bankruptcy Code and the Bankruptcy Rules.

18. The voting deadline for the submission of ballots accepting or rejecting the Plan was August 3, 2022, and all ballots received on or before such date were properly tabulated and considered. The results of such tabulation are set forth in the Tabulation Declaration filed with this Court.

19. All documents required to be filed in connection with confirmation of the Plan, including the Plan Supplement and all ancillary documents, were timely filed with this Court. C. Section 1129(a)(3) — Good Faith

20. The Plan was proposed in good faith and not by any means forbidden by law, as required by Section 1129(a)(3) of the Bankruptcy Code.

21. The Plan is the product of extensive arm's-length negotiations conducted over a period of several months among the Debtors, Thornfield Capital Partners LP (the Equity Sponsor), the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), and the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP). These negotiations were facilitated by the Debtors' financia

22. The Plan was proposed with the legitimate and honest purpose of reorganizing the Debtors, preserving the going-concern value of their specialty chemical packaging and industrial containment manufacturing business, maintaining approximately 1,420 jobs across the Debtors' four manufacturing facilities, and maximizing recoveries for all stakeholders to the fullest extent possible under the circumstances.

23. The Kowalski Declaration and the evidence presented at the Confirmation Hearing further support the Court's finding that the Plan was proposed in good faith. The totality of the circumstances demonstrates that the Plan is the result of a genuine effort to restructure the Debtors' balance sheet and operations in a manner that serves the best interests of all constituents. D. Section 1129(a)(4) — Payment of Profess

24. All payments made or to be made by the Debtors, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, have been approved by, or are subject to the approval of, the Court as reasonable, as required by Section 1129(a)(4) of the Bankruptcy Code.

25. Professional fees incurred in connection with the Chapter 11 Cases are estimated at approximately $9,300,000 in the aggregate, comprised of the following: (i) Calderwood & Harkness LLP, counsel to the Debtors — estimated fees and expenses of approximately $4,200,000; (ii) Kellner & Hartwick LLP, local co-counsel to the Debtors — estimated fees and expenses of approximately $380,000; (iii) Aldersgate Advisory Grou

26. All professional fees are subject to final fee applications to be submitted in accordance with the applicable provisions of the Bankruptcy Code, including Sections 330 and 331, the Bankruptcy Rules, the Local Rules, and the orders of this Court, and no professional fees shall be paid without the prior approval of this Court. E. Section 1129(a)(5) — Disclosure of Identity of Proposed Management and Insiders

27. The Debtors have disclosed, or will disclose in the Plan Supplement prior to the Effective Date, the following information in compliance with Section 1129(a)(5) of the Bankruptcy Code: (a) the identity and affiliations of each individual proposed to serve as a director, officer, or manager of the reorganized Debtors after the Effective Date; and (b) the identity of, and the nature and amount of compensation to be

28. Existing senior management of the Debtors, including Marcus J. Reinholdt (Chief Executive Officer), Dana Kowalski (Chief Financial Officer), and Preston Yee (General Counsel), are expected to continue to serve in their current roles with the reorganized Debtors, subject to the execution of new employment agreements on terms consistent with the Plan Supplement. The continuation of existing management is supported

29. The appointment of such individuals to serve as officers and directors of the reorganized Debtors is consistent with the interests of creditors and equity security holders of the reorganized Debtors and with public policy, as required by Section 1129(a)(5). F. Section 1129(a)(6) — Rate Changes

30. The Plan does not provide for any changes in rates over which a governmental regulatory commission has jurisdiction and which require regulatory approval after confirmation of the Plan. Accordingly, Section 1129(a)(6) of the Bankruptcy Code is satisfied or is otherwise inapplicable to the Chapter 11 Cases. G. Section 1129(a)(7) — Best Interests of Creditors Test

31. With respect to each impaired class of Claims or Interests, each holder of a Claim or Interest in such class that has not voted to accept the Plan will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under Chapter 7 of the Ba

32. The Liquidation Analysis prepared by Aldersgate Advisory Group LLC and set forth as an exhibit to the Disclosure Statement demonstrates that the estimated aggregate liquidation value of the Debtors' assets in a hypothetical Chapter 7 liquidation scenario is between $96,200,000 and $112,500,000, with a midpoint of $104,400,000. Such analysis accounts for the costs and expenses of a Chapter 7 trustee, wind-down cos

33. The Court finds the following with respect to each impaired class: (i) Class 2 (First Lien Secured Claims). The aggregate amount of allowed Class 2 First Lien Secured Claims is $191,300,000, consisting of $158,700,000 outstanding under the first lien term loan and $32,600,000 drawn under the revolving credit facility. Under a Chapter 7 liquidation at the midpoint estimate of $104,400,000, holders of Class 2 First

34. The Plan satisfies the best interests test set forth in Section 1129(a)(7) with respect to each impaired class of Claims and Interests. H. Section 1129(a)(8) — Acceptance by Each Impaired Class

35. All impaired classes of Claims entitled to vote on the Plan have accepted the Plan within the meaning of Section 1126(c) of the Bankruptcy Code, which requires acceptance by holders of at least two-thirds in amount and more than one-half in number of the allowed claims of each class that vote on the Plan.

36. As certified by the Tabulation Declaration of Pinnacle Claims Administration LLC, the voting results for each impaired class entitled to vote are as follows:

37. Each of Classes 2, 3, and 4 has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code.

38. Class 1 (Other Priority Claims) and Class 5 (Intercompany Claims) are unimpaired under the Plan and are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Accordingly, holders of Claims in Classes 1 and 5 were not entitled to vote on the Plan.

39. Class 6 (Existing Equity Interests) is impaired under the Plan and is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code, as holders of Class 6 Interests will not receive or retain any property on account of such interests under the Plan.

40. Because at least one impaired class of Claims, determined without including any acceptance of the Plan by insiders, has accepted the Plan (each of Classes 2, 3, and 4), the requirements of Section 1129(a)(10) of the Bankruptcy Code are also satisfied, as discussed further below.

41. To the extent that Section 1129(a)(8) is not satisfied with respect to Class 6 (which is deemed to reject the Plan), the Plan is nonetheless confirmable under the "cramdown" provisions of Section 1129(b) of the Bankruptcy Code, as set forth in Section II.O of this Order.

I. Section 1129(a)(9) — Treatment of Administrative and Priority Claims

42. The Plan provides for the treatment of administrative expense claims, priority tax claims, and other priority claims as required by Section 1129(a)(9) of the Bankruptcy Code. Specifically, the Plan provides that all allowed administrative expense claims, all allowed priority tax claims, and all other allowed priority claims shall be paid in full in cash on the Effective Date of the Plan, or as soon as reasonably

43. Administrative expense claims entitled to payment under Section 1129(a)(9)(A) include, without limitation: (a) allowed professional fee claims, which shall be paid upon final allowance by this Court following the submission of final fee applications; (b) all obligations arising under the DIP Credit Agreement (defined below); and (c) post-petition trade claims and other administrative claims arising in the ordinar

44. The DIP facility, consisting of a $30,000,000 superpriority revolving credit facility with Ridgeline National Bank, N.A. as administrative agent (at SOFR plus 500 basis points), was approved by this Court on June 24, 2022, pursuant to Sections 363, 364(c), and 364(d) of the Bankruptcy Code. All obligations arising under the DIP Credit Agreement, including all accrued and unpaid interest, fees, expenses, and other

45. The treatment of administrative expense claims, priority tax claims, and other priority claims under the Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code in all respects. J. Section 1129(a)(10) — Acceptance by at Least One Impaired Class (Excluding Insiders)

46. At least one impaired class of Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider of the Debtors, as required by Section 1129(a)(10) of the Bankruptcy Code.

47. Each of Classes 2, 3, and 4 — all of which are impaired under the Plan — has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code, and none of the accepting holders in such classes are insiders of the Debtors within the meaning of Section 101(31) of the Bankruptcy Code. Accordingly, the requirements of Section 1129(a)(10) are satisfied. K. Section 1129(a)(11) — Feasib

48. Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors under the Plan, other than such reorganization as may be contemplated by the Plan itself. The Plan therefore satisfies the feasibility requirement of Section 1129(a)(11) of the Bankruptcy Code.

49. The feasibility of the Plan is supported by the financial projections and analysis prepared by Aldersgate Advisory Group LLC (lead managing director Priya Narayanan), as set forth in the Disclosure Statement and the Narayanan Declaration. Such projections were prepared on a reasonable basis, reflect reasonable assumptions regarding the reorganized Debtors' future business operations, and demonstrate that the reor

50. The reorganized Debtors' projected fiscal year 2023 ("FY2023") EBITDA is $36,500,000, which is more than sufficient to service the $12,500,000 New First Lien Take-Back Term Loan. The New First Lien Take-Back Term Loan provides for quarterly amortization payments of $31,250, totaling $125,000 per annum (representing 1.00% annual amortization), with the remaining principal balance due and payable at maturity on Aug

51. The reorganized enterprise value at the midpoint is $195,000,000, within a range of $180,000,000 to $210,000,000, implying a total enterprise value to EBITDA multiple of approximately 5.3x on projected FY2023 EBITDA. Such valuation is consistent with the valuation analysis presented in the Narayanan Declaration and supported by comparable company and comparable transaction methodologies.

52. The reorganized Debtors will emerge from Chapter 11 with a significantly deleveraged balance sheet. Total funded indebtedness will be reduced from $247,300,000 (consisting of the first lien term loan, the drawn revolving credit facility, and the second lien notes) to $12,500,000 (consisting solely of the New First Lien Take-Back Term Loan). This substantial reduction in leverage will provide the reorganized Debto

53. The Debtors' four manufacturing facilities, located in Akron, Ohio; Evansville, Indiana; Baton Rouge, Louisiana; and Ravenna, Ohio, will continue their operations without disruption. All essential commercial relationships will be preserved, including the resin supply agreement with Northstar Polymers Inc. and equipment leases with Meridian Industrial Leasing Corp., each of which will be assumed pursuant to the Pl

54. All fees payable under 28 U.S.C. § 1930, including all quarterly fees due to the United States Trustee, have been paid or will be paid on or before the Effective Date of the Plan, as required by Section 1129(a)(12) of the Bankruptcy Code. The Debtors shall continue to pay any such fees that accrue after the Effective Date until entry of a final decree closing the Chapter 11 Cases or until the Chapter 11 Cases are

55. The Plan provides for the continuation of all retiree benefits, if any, at the level required by Section 1114 of the Bankruptcy Code for the duration of the period for which the Debtors have obligated themselves to provide such benefits. To the extent the Debtors do not maintain retiree benefit obligations within the meaning of Section 1114, this provision is inapplicable. N. Section 1129(a)(14)–(16) — Domestic S

56. Sections 1129(a)(14) and (a)(15) of the Bankruptcy Code are not applicable to the Chapter 11 Cases, as neither of the Debtors is an individual.

57. Section 1129(a)(16) of the Bankruptcy Code is satisfied. All transfers of property under the Plan shall be made in accordance with applicable provisions of non-bankruptcy law that govern the transfer of property by a corporation or other non-individual entity that is not a moneyed, business, or commercial corporation. O. Section 1129(b) — Cramdown (If Applicable)