Contract analysis

ARTICLE I: DEFINITIONS AND RULES OF INTERPRETATION

Section 1.1 — Definitions Unless the context otherwise requires, the following terms shall have the following meanings when used in the Plan. Any term used in the Plan that is not defined herein but is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning ascribed to such term therein. "Administrative Claim" means a Claim for costs and expenses of administration of the Chapter 11 Cases that is

Section 1.2 — Rules of Interpretation For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and neuter genders; (b) any reference in the Plan to an existing

Section 1.3 — Computation of Time Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed by the Plan. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day.

Section 1.4 — Reference to Monetary Figures All references in the Plan to monetary figures shall refer to the legal currency of the United States of America, unless otherwise expressly provided. All amounts to be paid or distributed under the Plan shall be paid or distributed in United States dollars.

Section 1.5 — Controlling Document In the event of any inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control. In the event of any inconsistency between the Plan and the Plan Supplement, the terms of the Plan shall control. In the event of any inconsistency between the Plan and the Confirmation Order, the terms of the Confirmation Order shall control.

ARTICLE II: ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS

Section 2.1 — Administrative Claims Unless otherwise agreed to by the holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, each holder of an Allowed Administrative Claim (other than a Professional Fee Claim, which shall be treated in accordance with Section 2.2, or a DIP Facility Claim, which shall be treated in accordance with Section 2.4) shall receive, in full and fi

Section 2.2 — Professional Fee Claims All professionals retained in the Chapter 11 Cases pursuant to Bankruptcy Code §§ 327, 328, or 363 that assert Professional Fee Claims for services rendered and reimbursement of expenses incurred prior to and including the Effective Date must file their respective final fee applications with the Bankruptcy Court no later than forty-five (45) days after the Effective Date. The Ban

Section 2.3 — Priority Tax Claims Unless otherwise agreed to by the holder of an Allowed Priority Tax Claim and the Debtors or the Reorganized Debtors, as applicable, each holder of an Allowed Priority Tax Claim shall receive, in full and final satisfaction, settlement, release, and discharge of and in exchange for such Priority Tax Claim, at the election of the Debtors or the Reorganized Debtors: (a) Cash in an amou

Section 2.4 — DIP Facility Claims On the Effective Date, all obligations arising under or in connection with the DIP Credit Agreement (the $30.0 million senior secured superpriority revolving credit facility provided by the DIP Lenders, with Ridgeline National Bank, N.A. acting as DIP Agent) shall be paid in full in Cash, including, without limitation, all outstanding principal, all accrued and unpaid interest (at th

Section 2.5 — U.S. Trustee Fees All fees payable to the U.S. Trustee pursuant to 28 U.S.C. § 1930(a)(6) shall be paid by the Reorganized Debtors, together with interest, if any, pursuant to 31 U.S.C. § 3717, when due and payable until such time as a final decree is entered closing the Chapter 11 Cases, the Chapter 11 Cases are converted to cases under Chapter 7 of the Bankruptcy Code, or the Chapter 11 Cases are dism

ARTICLE III: CLASSIFICATION OF CLAIMS AND INTERESTS

Section 3.1 — Classification Generally Pursuant to Bankruptcy Code § 1122, and except for Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Facility Claims (which are addressed in Article II and are not classified under the Plan), all Claims against and Interests in the Debtors are classified under the Plan as set forth in this Article III. A Claim or Interest is placed in a particular Clas

Section 3.2 — Summary of Classification, Treatment, and Voting Rights The following table summarizes the classification of Claims and Interests under the Plan, the treatment of each Class, the status of each Class, and whether each Class is entitled to vote to accept or reject the Plan. This summary is qualified in its entirety by the detailed provisions of Article IV.

ARTICLE IV: TREATMENT OF CLAIMS AND INTERESTS

Section 4.1 — Class 1: Other Priority Claims (a) Classification: Class 1 consists of all Other Priority Claims against the Debtors — that is, all Claims entitled to priority under Bankruptcy Code § 507(a), other than Administrative Claims (including Professional Fee Claims) and Priority Tax Claims. (b) Allowed Amount: To be determined on a claim-by-claim basis. (c) Treatment: Class 1 is Unimpaired. Unless otherwise a

Section 4.2 — Class 2: First Lien Secured Claims (a) Classification: Class 2 consists of all First Lien Claims — that is, all Claims arising under or in connection with the First Lien Credit Agreement. (b) Allowed Amount: The aggregate Allowed amount of the First Lien Claims is $191.3 million, consisting of (i) $158.7 million in outstanding principal under the First Lien Term Loan, and (ii) $32.6 million drawn under

Section 4.3 — Class 3: Second Lien Secured Claims (a) Classification: Class 3 consists of all Second Lien Claims — that is, all Claims arising under or in connection with the Second Lien Notes Indenture. (b) Allowed Amount: The aggregate Allowed amount of the Second Lien Claims is approximately $59.9 million, consisting of $56.0 million in outstanding principal amount of the Second Lien Notes, plus accrued and unpaid

Section 4.4 — Class 4: General Unsecured Claims (a) Classification: Class 4 consists of all General Unsecured Claims against the Debtors, including, without limitation, trade claims, litigation claims, and any Claims arising from the rejection of executory contracts or unexpired leases pursuant to Section 6.3 of the Plan. (b) Allowed Amount: The aggregate Allowed amount of General Unsecured Claims is estimated to be

Section 4.5 — Class 5: Intercompany Claims (a) Classification: Class 5 consists of all Intercompany Claims held by one Debtor against another Debtor. (b) Treatment: On the Effective Date, each Intercompany Claim shall, at the determination of the Reorganized Debtors in their sole discretion, be (a) reinstated, (b) set off and netted against offsetting intercompany obligations, (c) contributed to the capital of the ap

Section 4.6 — Class 6: Existing Equity Interests (a) Classification: Class 6 consists of all Existing Equity Interests in CPS Holdings, including, without limitation, all equity interests held by Thornfield Capital Partners LP, which acquired 100% of the equity of CPS Holdings in the 2017 leveraged buyout transaction at an enterprise value of approximately $410.0 million with an equity contribution of approximately $

Section 4.7 — Special Provision Regarding Unimpaired Claims Notwithstanding anything to the contrary in the Plan, nothing herein shall affect, diminish, or impair the rights and defenses of the Debtors, the Reorganized Debtors, or any other party in interest with respect to any Unimpaired Claim, including, without limitation, all rights to object to the allowance of any such Claim, to assert any defense, setoff, or r

Section 4.8 — Elimination of Vacant Classes Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not contain at least one holder of an Allowed Claim or Allowed Interest, or at least one holder of a Claim or Interest that has been temporarily allowed for voting purposes pursuant to Bankruptcy Rule 3018, shall be deemed eliminated from the Plan for all purposes, including for

Section 4.9 — Controversy Regarding Impairment If a controversy arises as to whether any Claim or Interest, or any Class of Claims or Interests, is Impaired under the Plan, the Bankruptcy Court shall, upon motion by any party in interest and after notice and a hearing, determine such controversy on or before the Confirmation Date.

ARTICLE V: MEANS FOR IMPLEMENTATION OF THE PLAN

Section 5.1 — Restructuring Transactions Generally On or before the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, res

Section 5.2 — Continued Corporate Existence and Vesting of Assets Each Reorganized Debtor shall continue to exist on and after the Effective Date as a separate legal entity, with all the powers of a limited liability company organized under the laws of the State of Ohio (in the case of Reorganized CPS) or a corporation organized under the laws of the State of Delaware (in the case of Reorganized CPS Holdings), in eac

Section 5.3 — New First Lien Take-Back Term Loan On the Effective Date, the Reorganized Debtors shall enter into the New First Lien Take-Back Term Loan Credit Agreement, and the New First Lien Take-Back Term Loan shall be issued and effective. The material terms of the New First Lien Take-Back Term Loan are as follows: Borrower: Reorganized Crestline Packaging Solutions LLC. Administrative Agent: Ridgeline National B

Section 5.4 — Issuance of Reorganized Equity On the Effective Date, without any further act or approval of any party, the Reorganized Debtors are authorized to issue the Reorganized Equity in such amounts and form as are necessary to effectuate the distributions contemplated by the Plan. (a) Ninety-two percent (92%) of the Reorganized Equity shall be distributed to holders of Allowed First Lien Secured Claims (Class

Section 5.5 — Issuance of Warrants On the Effective Date, without any further act or approval of any party, the Reorganized Debtors are authorized to issue the Warrants to holders of Allowed Second Lien Secured Claims (Class 3) in accordance with Section 4.3 of the Plan. The Warrants shall entitle the holders thereof to purchase, in the aggregate, up to five percent (5%) of the Reorganized Equity at a strike price eq

Section 5.6 — Cancellation of Existing Securities and Agreements On the Effective Date, except as otherwise expressly provided in the Plan or the Confirmation Order, all existing notes, bonds, indentures, debentures, certificates, share entitlements, equity interests, and other instruments or documents evidencing or cr