Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY The purpose of this memorandum is to memorialize the results of the conflicts check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") as debtor's counsel to Crestline Packaging Solutions LLC ("Crestline" or "CPS") and CPS Holdings Inc. ("CPS Holdings" and, together with Crestline, the "Debtors") in connection with the anticipated fi

II. LEGAL STANDARD A. Section 327(a) — Retention of Professional Persons

Section 327(a) of the Bankruptcy Code provides, in relevant part: "Except as otherwise provided in this section, the trustee, with the court's approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee'

Section 101(14) of the Bankruptcy Code defines "disinterested person" as a person that: (A) is not a creditor, an equity security holder, or an insider; (B) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and (C) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security ho

III. METHODOLOGY The conflicts analysis summarized in this memorandum was conducted as follows:

1. Identification of Parties in Interest. Beginning on June 3, 2022, the undersigned compiled a comprehensive list of all known parties in interest in connection with the anticipated Chapter 11 filing by the Debtors. This list was developed from the following sources: (a) the Debtors' organizational documents, corporate structure charts, and officer/director rosters; (b) the First Lien Credit Agreement dated October

2. Database Search. On June 6 and June 7, 2022, the undersigned conducted a comprehensive conflicts search using C&H's internal conflicts database (the "Database"). The Database includes records of all current and former clients, all current and former matters, all adverse parties identified in the course of each engagement, and all lateral attorney hire records (including portable client lists submitted by lateral p

3. Cross-Reference Against Active and Closed Client/Matter Lists. The Database search results were cross-referenced against C&H's active client list and closed matter archives to confirm the current status of any identified relationships and to determine whether any prior engagement involved the receipt of confidential information relevant to the present matter.

4. Lateral Hire Records. The Database search was supplemented by a review of lateral hire records for all attorneys who joined C&H within the past five years, to determine whether any such attorney brought a portable client relationship with any identified party in interest.

5. Pro Bono Intake Records. The undersigned reviewed C&H's pro bono intake records to determine whether any pro bono representation involved a party in interest identified in this analysis.

6. Practice Group Consultations. The undersigned conducted discussions with partners in the following practice groups to identify any connections that might not be captured in the Database: (a) Banking & Finance (Partner: David Reinhardt); (b) Capital Markets (Partner: Elena Sorrentino); (c) Corporate/M&A (Partner: James Cavanaugh); (d) Litigation (Partner: Margaret Tsai); and (e) Real Estate (Partner: Robert Flanaga

7. Documentation. All search results were printed and preserved in the matter file. The undersigned retained electronic copies of all search queries, search parameters, and search results. The results of the foregoing analysis are set forth in Section IV below.

IV. PARTIES SEARCHED AND IDENTIFIED CONNECTIONS A. The Debtors and Their Affiliates

1. Crestline Packaging Solutions LLC Crestline Packaging Solutions LLC is an Ohio limited liability company (EIN: 31-1782094) with its principal place of business and headquarters located at 4710 Industrial Corridor Drive, Akron, Ohio 44308. Crestline is a specialty chemical packaging and industrial containment manufacturer, operating four manufacturing plants in northeastern Ohio and employing approximately 1,420 em

2. CPS Holdings Inc. CPS Holdings Inc. is a Delaware corporation (EIN: 82-3491657) with its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, care of National Corporate Services, Inc. CPS Holdings is the direct parent of Crestline and serves as an intermediate holding entity formed in connection with the leveraged buyout of Crestline by Thornfield Capital Partners LP in 2017. CPS Holdings is a co-de

3. Officers and Directors of the Debtors The following individuals currently serve as officers or directors of the Debtors or sit on the Board of Managers of Crestline: • Marcus J. Reinholdt — Chief Executive Officer, Crestline Packaging Solutions LLC; Member, Board of Managers • Dana Kowalski — Chief Financial Officer, Crestline Packaging Solutions LLC • Preston Yee — General Counsel, Crestline Packaging Solutions L

4. Thornfield Capital Partners LP Thornfield Capital Partners LP is a Delaware limited partnership with its principal office located at 590 Lexington Avenue, Suite 3200, New York, New York 10022. Thornfield is a private equity firm with assets under management of approximately $4.8 billion across multiple funds. Julian Ashford serves as Managing Partner, and Rebecca Strand serves as the Deal Partner responsible for t

5. Ridgeline National Bank, N.A. Ridgeline National Bank, N.A. is a national banking association with its principal office located at 200 Public Square, Cleveland, Ohio 44114. Ridgeline serves as Administrative Agent and Collateral Agent under the First Lien Credit Agreement dated October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"). The Fir

6. Ad Hoc Group of First Lien Lenders An ad hoc group of holders of claims arising under the First Lien Term Loan has been organized informally since approximately March 2022. The members of the ad hoc group collectively hold approximately 68% of the outstanding principal amount of the First Lien Term Loan. Based on information provided by the Debtors and their financial advisor, the key members of the ad hoc group a

7. Hargrove, Mitchell & Saunders LLP (Counsel to Ad Hoc Group of First Lien Lenders) Hargrove, Mitchell & Saunders LLP ("HMS") is a law firm with its principal office at 51 West 52nd Street, New York, New York 10019. HMS has been retained as counsel to the Ad Hoc Group of First Lien Lenders in connection with the Crestline restructuring. The lead partner on the engagement is Victoria Kline, and the lead associate is

8. Second Lien Notes and Indenture Trustee The Debtors' capital structure includes $60.0 million in original aggregate principal amount of 9.75% Senior Secured Second Lien Notes due 2024 (the "Second Lien Notes"), issued on October 13, 2017 pursuant to an Indenture of even date (the "Indenture"). The Second Lien Notes bear CUSIP number 22761TAA3. The outstanding principal amount of the Second Lien Notes is $56.0 mill

9. Ad Hoc Group of Second Lien Noteholders An ad hoc group of holders of the Second Lien Notes has been organized and holds approximately 72% of the outstanding principal amount of the Second Lien Notes. Based on information available to the Debtors, the key members of the ad hoc group are: • Fenwick Structured Credit Fund II LP — A credit fund with offices at 200 Clarendon Street, 40th Floor, Boston, Massachusetts 0

10. Pemberton & Locke LLP (Counsel to Ad Hoc Group of Second Lien Noteholders) Pemberton & Locke LLP ("P&L") is a law firm with its principal office at 1 Liberty Plaza, New York, New York 10006. P&L has been retained as counsel to the Ad Hoc Group of Second Lien Noteholders. The lead partner on the engagement is Raymond Delvecchio, and the lead associate is Nia Patterson. Search Result: No current or prior attorney-c

11. Northstar Polymers Inc. Northstar Polymers Inc. is a Texas corporation with its principal office in Houston, Texas. Northstar is the counterparty to a Resin Supply Agreement dated March 1, 2019 (the "Resin Supply Agreement"), pursuant to which Northstar supplies polyethylene and polypropylene resin to Crestline for use in its manufacturing operations. The Resin Supply Agreement has a five-year term and is expecte

12. Meridian Industrial Leasing Corp. Meridian Industrial Leasing Corp. is an Ohio corporation. Meridian is the lessor under a seven-year Master Equipment Lease (the "Equipment Lease") for extrusion equipment installed at Crestline's Plant 4 facility. Monthly lease payments under the Equipment Lease are $87,500. The Equipment Lease is expected to be assumed by the Debtors under the proposed plan of reorganization. Se

13. Benchmark Real Estate Holdings LLC Benchmark Real Estate Holdings LLC is an Ohio limited liability company. Benchmark is the landlord under a warehouse lease for the premises located at 900 Darrow Road, Akron, Ohio 44305 (the "Warehouse Lease"). Monthly rent under the Warehouse Lease is $42,000. The Warehouse Lease expires on December 31, 2025. The Debtors are currently three months in arrears on rent payments, r

14. Aldersgate Advisory Group LLC Aldersgate Advisory Group LLC is a Delaware limited liability company with its principal office at 280 Park Avenue, 12th Floor, New York, New York 10017. Aldersgate has been retained as financial advisor and investment banker to the Debtors in connection with the restructuring. The Lead Managing Director responsible for the engagement is Priya Narayanan. The fee arrangement includes

15. Kellner & Hartwick LLP (Proposed Local Co-Counsel) Kellner & Hartwick LLP ("K&H") is a law firm with its principal office at 600 Superior Avenue East, Suite 1800, Cleveland, Ohio 44114. K&H has been engaged as proposed local co-counsel to Crestline in the Northern District of Ohio. The lead partner on the engagement is Bruce Tatelman. Estimated fees for K&H's services are $380,000. Search Result: No attorney-clie

16. Dralvecen Reyes Linley CPAs LLP & Associates LLP (Accounting/Tax Advisor) Dralvecen Reyes Linley CPAs LLP & Associates LLP is an accounting firm with its principal office at 191 North Wacker Drive, Suite 2300, Chicago, Illinois 60606. Dralvecen Reyes Linley CPAs LLP has been retained to provide tax advisory services and fresh-start accounting for the Debtors in connection with the restructuring. The lead partner

17. Pinnacle Claims Administration LLC (Claims and Noticing Agent) Pinnacle Claims Administration LLC is a claims and noticing agent with its principal office at 1010 Dale Street North, St. Paul, Minnesota 55117. Pinnacle has been retained (subject to Court approval) as the claims and noticing agent in the Chapter 11 case. Estimated fees for Pinnacle's services are $285,000. Search Result: The conflicts search reveal

18. Apex Indemnity Insurance Company (D&O Tail Insurance Carrier) Apex Indemnity Insurance Company is an Illinois domestic stock insurance company with its principal office at 233 South Wacker Drive, Suite 4800, Chicago, Illinois 60606. Apex Indemnity is the carrier of the directors' and officers' liability tail insurance policy (the "D&O Tail Policy") for the Debtors' officers and directors. The D&O Tail Policy has

19. Office of the United States Trustee — Region 9 The Office of the United States Trustee for Region 9, located at the Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114, will have oversight responsibility for the Chapter 11 case, including the review and, if appropriate, objection to the Debtors' retention applications. Search Result: C&H has no relationship with the United States Trus

20. National Corporate Services, Inc. National Corporate Services, Inc. is a Delaware corporation that serves as the registered agent for CPS Holdings Inc. at 1209 Orange Street, Wilmington, Delaware 19801. Search Result: National Corporate Services, Inc. serves as the registered agent for numerous C&H clients in the State of Delaware. This is a ministerial service-provider relationship that does not give rise to any

V. SUMMARY OF IDENTIFIED CONNECTIONS REQUIRING DISCLOSURE The following table summarizes all connections identified in the course of the conflicts analysis that require disclosure in the Verified Statement to be filed pursuant to Federal Rule of Bankruptcy Procedure 2014: As reflected in the table above, none of the identified connections gives rise to a disqualifying conflict of interest. All connections will be dis

VI. ANALYSIS OF DISINTERESTEDNESS A. C&H Is Not a Creditor or Equity Security Holder Calderwood & Harkness LLP holds no claim against, and no equity interest in, either Debtor or any affiliate of the Debtors. C&H is not a creditor of the estates within the meaning of 11 U.S.C. § 101(10), and C&H is not an equity security holder within the meaning of 11 U.S.C. § 101(17). The Firm notes that it is anticipated that a pr

VII. REQUIRED DISCLOSURES FOR RULE 2014 VERIFIED STATEMENT All connections identified in Section V above will be disclosed in the Verified Statement of Calderwood & Harkness LLP (the "Verified Statement") to be filed pursuant to Federal Rule of Bankruptcy Procedure 2014 in connection with the application for retention under 11 U.S.C. § 327(a). The Verified Statement will describe each connection with specificity, inc

VIII. ONGOING MONITORING OBLIGATIONS The duty of disclosure under Section 327(a) and Rule 2014 is not a one-time obligation. Throughout the pendency of the Chapter 11 case, C&H has an ongoing duty to identify and disclose any new connections that may arise between the Firm and parties in interest. This obligation is particularly important in a complex Chapter 11 case such as this one, where the universe of parties in

1. Rolling Conflicts Checks. C&H will conduct supplemental conflicts checks on a rolling basis throughout the engagement as new parties in interest are identified. These supplemental checks will be conducted against the same Database and using the same methodology described in Section III above.

2. Monitoring New Party Identification. The undersigned will monitor the claims register, the service list, and all pleadings filed in the Chapter 11 case to identify new parties in interest — including, without limitation, additional lenders in the first lien syndicate, holders of Second Lien Notes who have not yet been identified, trade creditors who file proofs of claim, potential plan investors or purchasers, and

3. Prompt Evaluation and Disclosure. Any new connection or potential conflict identified after the filing of the initial Verified Statement will be promptly evaluated by the undersigned, in consultation with Colette Whitman. If the new connection requires disclosure, a supplemental verified statement will be prepared and filed with the Bankruptcy Court on a timely basis.

4. Internal Intake Controls. The C&H intake department has been notified of the Crestline engagement and will flag any new matter intake that involves a party identified on the Crestline party-in-interest list. This flag will trigger a review by the undersigned before any new engagement is opened. Responsibility for ongoing monitoring of conflicts and connections throughout the Chapter 11 case is assigned to Gabriell

IX. RECOMMENDATION Based on the foregoing analysis, it is the recommendation of the undersigned that Calderwood & Harkness LLP proceed with the proposed engagement as debtor's counsel to Crestline Packaging Solutions LLC and CPS Holdings Inc. in the anticipated prepackaged Chapter 11 case to be filed in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division. The following specific acti

1. All connections identified in Section V of this memorandum should be fully disclosed in the Rule 2014 Verified Statement and the Section 327(a) retention application to be filed with the Bankruptcy Court promptly following the petition date.

2. The prepetition retainer of $500,000 (anticipated to be received on or about June 10, 2022) should be deposited into and held in C&H's client trust account pending application to fees approved by the Bankruptcy Court. The receipt, amount, and disposition of the retainer should be disclosed in the retention application.

3. The Verified Statement should be executed by Colette Whitman as the responsible partner, and the retention application should be filed concurrently with or within the first few days following the petition.

4. The ongoing monitoring procedures described in Section VIII above should be implemented immediately and maintained throughout the duration of the engagement. We are available to discuss this memorandum and its conclusions at your convenience. Prepared by: ________________________________________ Gabrielle Moss Lead Associate, Bankruptcy & Restructuring Calderwood & Harkness LLP ____________________________________