Contract analysis

1. Petition and Estate. The Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on June 20, 2022, and are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 Cases.

2. Jurisdiction, Venue, and Core Proceeding. This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), including, without limitation, subparagraphs (A), (D), (G), (M), and (O) thereof. Venue of these Chapter 11 Cases and this proceeding is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. The

3. Notice Sufficient. The notice given by the Debtors of the DIP Motion, the Interim Hearing, and the relief requested therein was adequate and sufficient under the circumstances, the Bankruptcy Code, the Bankruptcy Rules (including Rules 2002, 4001(b), and 4001(c)), the Local Rules of this Court, and all other applicable requirements. No further or other notice of the DIP Motion, the Interim Hearing, or the relief g

4. Need for DIP Financing. An immediate and critical need exists for the Debtors to obtain postpetition financing to continue the operation of their businesses in the ordinary course, fund the administration of the Chapter 11 Cases, satisfy payroll and employee benefit obligations, maintain relationships with customers, vendors, and suppliers, and preserve the going-concern value of the Debtors' estates for the benef

5. Inability to Obtain Credit on Other Terms. The Debtors have been unable to obtain sufficient postpetition financing on terms more favorable than those set forth in the DIP Credit Agreement. The Debtors are unable to obtain unsecured credit allowable as an administrative expense under section 503(b)(1) of the Bankruptcy Code. The Debtors are unable to obtain credit secured solely by liens on unencumbered assets of

6. Good Faith of DIP Lenders. The DIP Credit Agreement was negotiated in good faith and at arm's length among the Debtors, the DIP Agent, and the DIP Lenders. The DIP Agent and the DIP Lenders are extending credit to the Debtors in good faith within the meaning of section 364(e) of the Bankruptcy Code. The terms of the DIP Facility do not constitute a sub rosa plan of reorganization or otherwise seek to establish rig

7. Business Judgment. The Debtors' decision to enter into the DIP Credit Agreement and to obtain the DIP Facility on the terms set forth therein reflects the exercise of prudent business judgment consistent with the Debtors' fiduciary duties to their estates, creditors, and other parties in interest. The terms of the DIP Facility, including the interest rate of SOFR plus 500 basis points, the commitment fee of $450,0

8. Adequate Protection. The Prepetition Secured Lenders, including the Prepetition First Lien Lenders and the Prepetition Second Lien Noteholders, are entitled to adequate protection of their interests in the Prepetition Collateral to the extent of any diminution in value of such interests resulting from the Debtors' use, sale, or lease of the Prepetition Collateral (including Cash Collateral), the imposition of the

1. DIP Motion Granted on Interim Basis. The DIP Motion is hereby GRANTED on an interim basis, as set forth herein and subject to the terms and conditions of this Interim Order. All objections to the DIP Motion that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are hereby overruled on their merits to the extent inconsistent with the provisions of this Interim Order. The

2. Authorization of DIP Facility. The Debtors are hereby authorized, on an interim basis, to borrow under the DIP Facility up to an aggregate principal amount of $30,000,000 pursuant to the DIP Credit Agreement dated as of June 24, 2022, among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N.A., as DIP Agent, and the DIP Lenders party thereto. All borrowings

3. DIP Budget and Variance Testing. (a) The Debtors shall use proceeds of the DIP Facility and Cash Collateral solely in accordance with the DIP Budget, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. The DIP Budget shall be a thirteen-week rolling cash flow budget and shall set forth, on a line-item and weekly basis, the Debtors' projected receipts and disbursem

4. Terms of DIP Facility. The principal terms of the DIP Facility, as set forth in the DIP Credit Agreement and approved on an interim basis herein, are as follows: (a) Principal Amount: A senior secured superpriority revolving credit facility in an aggregate principal amount of $30,000,000. (b) Interest Rate: SOFR plus 500 basis points per annum, calculated on the basis of a 360-day year and actual days elapsed, pay

5. Superpriority Administrative Expense Claims (Section 364(c)(1)). All obligations arising under or in connection with the DIP Facility, the DIP Credit Agreement, the DIP Loan Documents, and this Interim Order, including, without limitation, all principal, interest (including default interest), fees, expenses (including reasonable and documented attorneys' fees and expenses), indemnification obligations, and other a

6. DIP Liens (Sections 364(c)(2), 364(c)(3), and 364(d)). As security for the DIP Obligations, the following liens and security interests (collectively, the "DIP Liens") are hereby granted to the DIP Agent, for the ratable benefit of the DIP Lenders, on all assets, property, and interests in property of each of the Debtors and their estates of any kind or nature whatsoever, whether real, personal, or mixed, whether t

7. DIP Lien Priority. The DIP Liens granted pursuant to Paragraph 6 above shall be senior in priority to all other liens, claims, and security interests of any kind or nature whatsoever, whether now existing or hereafter arising, whether created by contract, statute, or otherwise, subject only to: (a) the Carve-Out (as defined in Paragraph 11 below); (b) valid, perfected, and non-avoidable liens existing as of the Pe

8. Automatic Perfection of DIP Liens. The DIP Liens shall be deemed valid, binding, continuing, enforceable, and fully perfected upon the entry of this Interim Order, without the necessity of the execution, filing, or recording of any financing statements (including any UCC-1 financing statements), mortgages, deeds of trust, security agreements, pledge agreements, control agreements, intellectual property security ag

9. Adequate Protection for Prepetition First Lien Lenders. As adequate protection of the interests of the Prepetition First Lien Lenders in the Prepetition Collateral, including Ridgeline National Bank, N.A., as administrative agent and collateral agent, and the members of the Ad Hoc Group of First Lien Lenders (including, without limitation, Blackmoor Capital Management LLC, Greystone Fixed Income Partners LP, and W

10. Adequate Protection for Prepetition Second Lien Noteholders. As adequate protection of the interests of the Prepetition Second Lien Noteholders and Continental Fiduciary Trust Company, as indenture trustee under the Second Lien Indenture, for any diminution in the value of the Prepetition Second Lien Noteholders' interests in the Prepetition Collateral from and after the Petition Date resulting from the Debtors'

11. Carve-Out. Notwithstanding any other provision of this Interim Order, the DIP Liens, the DIP Superpriority Claims, the First Lien Adequate Protection Liens, the First Lien Adequate Protection Claims, the Second Lien Adequate Protection Liens, and the Second Lien Adequate Protection Claims shall in each case be subject and subordinate to the payment of the following amounts (collectively, the "Carve-Out"): (a) Sta

12. Authorization to Use Cash Collateral. The Debtors are hereby authorized to use Cash Collateral (as defined in section 363(a) of the Bankruptcy Code) in accordance with the DIP Budget, subject to the terms and conditions of this Interim Order and the DIP Credit Agreement. For purposes of this Interim Order, "Cash Collateral" shall include all cash and cash equivalents of the Debtors, wherever located, in which the

13. Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" under this Interim Order: (a) An Event of Default (as defined in the DIP Credit Agreement) shall have occurred and be continuing under the DIP Credit Agreement; (b) The Debtors shall have failed to comply with the DIP Budget, taking into account the permitted variance of plus or minus fifteen percent (±15%) on

14. Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under this Interim Order or the DIP Credit Agreement, the DIP Agent shall provide five (5) business days' prior written notice (the "Remedies Notice Period") to the Debtors, counsel to the Debtors (Calderwood & Harkness LLP), and the Office of the United States Trustee of the DIP Agent's intention to exercise rem

15. Limitations on Use of DIP Proceeds and Collateral. No proceeds of the DIP Facility, no Cash Collateral, and no other amounts constituting DIP Collateral or Prepetition Collateral may be used, directly or indirectly, by the Debtors, any official committee of unsecured creditors (if appointed), or any other party in interest to: (a) Object to, challenge, or contest in any manner, or raise any defense to, the validi

16. Section 506(c) Waiver. No costs or expenses of administration that have been or may be incurred in these Chapter 11 Cases at any time shall be charged against, recovered from, or surcharged against the DIP Collateral or the Prepetition Collateral pursuant to section 506(c) of the Bankruptcy Code or otherwise, without the prior written consent of the DIP Agent and the applicable Prepetition Secured Lenders, and th

17. No marshaling. In no event shall the DIP Agent, the DIP Lenders, or any of the Prepetition Secured Lenders be subject to the equitable doctrine of marshaling or any other similar doctrine with respect to the DIP Collateral, the Prepetition Collateral, or any other assets or property of the Debtors or their estates. The DIP Agent, the DIP Lenders, and the Prepetition Secured Lenders shall not be required to marsha

18. Section 552(b) Reservation. The Prepetition Secured Lenders shall be entitled to the benefits of section 552(b) of the Bankruptcy Code, and the "equities of the case" exception set forth in section 552(b) of the Bankruptcy Code shall not apply to the liens, security interests, or claims of the Prepetition Secured Lenders, the DIP Agent, or the DIP Lenders with respect to the Prepetition Collateral, the DIP Collat

19. Preservation of Rights / Investigation Period (Challenge Period). Notwithstanding any other provision of this Interim Order, any party in interest with standing (including, without limitation, any official committee of unsecured creditors appointed in these Chapter 11 Cases) shall have until the later of: (a) sixty (60) days after the Petition Date (i.e., August 19, 2022) and (b) sixty (60) days after the date of

20. Modifications to Automatic Stay. The automatic stay imposed under section 362 of the Bankruptcy Code is hereby modified, to the minimum extent necessary, to implement and effectuate the terms and provisions of this Interim Order and the DIP Credit Agreement, including, without limitation, to permit: (a) the Debtors to grant the DIP Liens and provide adequate protection as contemplated herein; (b) the Debtors to p

21. Protection Under Section 364(e). If any or all of the provisions of this Interim Order are hereafter reversed, modified, vacated, or stayed by subsequent order of this Court or any other court, such reversal, modification, vacation, or stay shall not affect: (a) the validity, enforceability, or priority of any DIP Obligations incurred, or any DIP Liens granted, prior to the effective date of such reversal, modifi

22. No Third-Party Rights. Except as expressly provided in this Interim Order, the DIP Credit Agreement, or the adequate protection provisions set forth herein, this Interim Order does not create any rights for the benefit of any third party, creditor, equity holder, or any other entity. Nothing in this Interim Order shall be construed to create any fiduciary duty or other obligation on the part of the DIP Agent or t

23. Survival. The provisions of this Interim Order and any DIP Superpriority Claims, DIP Liens, adequate protection liens, and adequate protection superpriority claims granted hereunder shall continue in full force and effect notwithstanding the dismissal of any or all of these Chapter 11 Cases (whether voluntarily or involuntarily) or the conversion of any or all of these Chapter 11 Cases to cases under chapter 7 of

24. Binding Effect. This Interim Order shall be binding upon and inure to the benefit of the Debtors, their estates, the DIP Agent, the DIP Lenders, the Prepetition Secured Lenders, and their respective successors and assigns, including, without limitation, any trustee appointed in these Chapter 11 Cases under chapter 7 or chapter 11 of the Bankruptcy Code, any examiner appointed in these Chapter 11 Cases, and any of

25. No Waiver. The failure of the DIP Agent or the DIP Lenders to seek relief or to exercise any right, remedy, power, or privilege under this Interim Order, the DIP Credit Agreement, or the DIP Loan Documents at any time shall not constitute a waiver of any such right, remedy, power, or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any o

26. Headings. The section and paragraph headings used in this Interim Order are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Interim Order.

27. Final Hearing. A final hearing on the DIP Motion (the "Final Hearing") shall be held before this Court on July 18, 2022, at a time to be determined by the Court and set forth in a separate notice of hearing. Objections, if any, to entry of a final order approving the DIP Facility on a final basis shall be filed with the Court and served upon: (i) counsel to the Debtors (Calderwood & Harkness LLP and Kellner & Har