Contract analysis

I. PRELIMINARY STATEMENT The above-captioned debtors and debtors in possession, Crestline Packaging Solutions LLC ("Crestline") and CPS Holdings Inc. ("CPS Holdings," and together with Crestline, the "Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP, hereby move this Court (the "Application") for entry of an order, substantially in the form attached hereto as Exhibit B (the "Proposed Ord

II. JURISDICTION AND VENUE This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334, and the General Order of Reference from the United States District Court for the Northern District of Ohio. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2)(A), as it concerns the administration of the Debtors' estates. The Debtors confirm that they consent to the entry of final ord

III. BACKGROUND A. General Background of the Debtors Crestline Packaging Solutions LLC is an Ohio limited liability company formed in 2009, with its principal executive offices and headquarters located at 4710 Industrial Corridor Drive, Akron, Ohio 44308. CPS Holdings Inc. is a Delaware corporation, with its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801, care of National Corporate Service

IV. ALDERSGATE'S QUALIFICATIONS Aldersgate Advisory Group LLC is a limited liability company organized under the laws of the State of Delaware, with its principal office located at 280 Park Avenue, 12th Floor, New York, New York 10017. Aldersgate specializes in providing financial advisory and investment banking services to companies, their boards of directors, creditor committees, secured lenders, bondholders, equit

V. SERVICES TO BE RENDERED Aldersgate has provided and will continue to provide the following services in connection with the Debtors' Chapter 11 cases, as more fully described in the Narayanan Declaration: (a) Advising the Debtors with respect to their restructuring alternatives and strategies, including analysis of the Debtors' business operations, financial condition, capital structure, and available restructuring

VI. COMPENSATION AND TERMS OF ENGAGEMENT The terms of Aldersgate's engagement are set forth in an engagement letter between Aldersgate and Crestline, dated as of May 12, 2022 (the "Engagement Letter"), a true and correct copy of which is attached to the Narayanan Declaration. The principal compensation terms are summarized below. A. Monthly Advisory Fee Pursuant to the Engagement Letter, Aldersgate will receive a mon

VII. ALDERSGATE'S DISINTERESTEDNESS AND ABSENCE OF ADVERSE INTERESTS Pursuant to Bankruptcy Rule 2014(a), the Debtors are required to disclose, to the best of the applicant's knowledge, all of the professional's connections with the debtors, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the office of the United States Trustee.

VIII. LEGAL BASIS FOR RETENTION A. Section 327(a) of the Bankruptcy Code

Section 327(a) of the Bankruptcy Code provides, in pertinent part: "Except as otherwise provided in this section, the trustee, with the court's approval, may employ one or more attorneys, accountants, 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's duties under this titl

Section 327(a), made applicable to debtors in possession by section 1107(a) of the Bankruptcy Code, authorizes a debtor in possession to employ professional persons, including financial advisors and investment bankers, provided that such professionals (i) do not hold or represent an interest adverse to the estate, and (ii) are "disinterested persons" within the meaning of section 101(14) of the Bankruptcy Code. As se

IX. NOTICE Notice of this Application has been provided to the following parties or their counsel: (a) The Office of the United States Trustee for the Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Suite 441, Cleveland, Ohio 44114; (b) Ridgeline National Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement and as DIP agent; (c) Hargrove,

X. PRAYER FOR RELIEF WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit B: (a) Authorizing the retention and employment of Aldersgate Advisory Group LLC as financial advisor and investment banker to the Debtors, nunc pro tunc to the Petition Date of June 20, 2022, pursuant to section 327(a) of the Bankruptcy Code; (b)

1. Background and Qualifications.

1. I am a Lead Managing Director and co-founder of Aldersgate Advisory Group LLC ("Aldersgate"), a Delaware limited liability company with its principal office located at 280 Park Avenue, 12th Floor, New York, New York 10017. I submit this Declaration in support of the Application of the Debtors (the "Application") for entry of an order authorizing the retention and employment of Aldersgate as financial advisor and i

2. Aldersgate is a financial advisory and investment banking firm that specializes in providing restructuring, bankruptcy, and distressed situation advisory services to companies, their boards of directors, creditor committees, secured and unsecured creditors, equity sponsors, and other parties in interest. Since its founding, Aldersgate has been retained in numerous complex restructuring and Chapter 11 engagements,

3. I have over 18 years of professional experience in restructuring, corporate finance, and investment banking. I have served as the lead managing director or senior advisor on numerous Chapter 11 engagements, advising debtors, official and ad hoc creditor committees, and other stakeholders in complex reorganization and liquidation proceedings. My prior experience includes service as a Managing Director in the restru

4. Aldersgate was initially engaged on a prepetition basis by Crestline Packaging Solutions LLC ("Crestline") to advise the Debtors on restructuring alternatives following the breach of the maximum consolidated total net leverage ratio financial maintenance covenant under Section 7.11 of the First Lien Credit Agreement in the first quarter of 2022. Specifically, the Debtors retained Aldersgate pursuant to an engageme

5. In the prepetition period, Aldersgate assisted the Debtors in analyzing their financial condition and evaluating various restructuring alternatives, including the potential for an out-of-court restructuring, a prearranged or prepackaged Chapter 11 filing, and other strategic options. Aldersgate also assisted the Debtors in preparing financial analyses to support the negotiation of the Forbearance Agreement with th

6. Following the filing of the Debtors' voluntary Chapter 11 petitions on June 20, 2022, Aldersgate has continued to provide financial advisory services to the Debtors on an uninterrupted basis in connection with the prosecution and confirmation of the Debtors' prepackaged plan of reorganization. The Debtors now seek Court authorization of Aldersgate's postpetition engagement, nunc pro tunc to the Petition Date.

3. Services Provided and to Be Provided.

7. Since the commencement of the engagement, Aldersgate has provided and will continue to provide the following services to the Debtors, as further described in Section V of the Application: (a) Restructuring Advisory. Aldersgate has advised and will continue to advise the Debtors with respect to the evaluation of restructuring alternatives and strategies, including analysis of the Debtors' business operations, finan

8. The material compensation terms of Aldersgate's engagement are as follows: (a) Monthly Advisory Fee. Aldersgate receives a Monthly Advisory Fee of $175,000 per month, payable on the first business day of each calendar month during the pendency of the engagement. (b) Restructuring Completion Fee. Upon the occurrence of a Restructuring Transaction (including, without limitation, the confirmation and effectiveness of

5. Disinterestedness and Connections Disclosure.

9. In accordance with section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), Aldersgate has conducted a thorough and diligent review of its files, records, and databases to identify any connections between Aldersgate or its professionals, on the one hand, and the Debtors, their creditors, other parties in interest, and their respective counsel, on the other hand. The parties searched in connection with th

10. Based on the foregoing review, Aldersgate discloses the following connections with parties in interest: (a) In 2019, Aldersgate provided financial advisory services to an affiliate of Blackmoor Capital Management LLC in connection with an unrelated distressed debt portfolio matter that did not involve the Debtors, any Debtor affiliate, or any of the debt instruments at issue in these Chapter 11 cases. That engage

11. Other than the connections disclosed above, Aldersgate is not aware of any connections between Aldersgate, its professionals, or its affiliates and any of the parties listed above that would be required to be disclosed under Bankruptcy Rule 2014(a).

12. I have reviewed the requirements of sections 327(a) and 101(14) of the Bankruptcy Code. Based on my review and the investigation described above, it is my belief that: (a) Aldersgate does not hold or represent any interest adverse to the Debtors or their estates within the meaning of section 327(a) of the Bankruptcy Code; (b) Aldersgate is a "disinterested person" as that term is defined in section 101(14) of the

13. In the event that Aldersgate discovers any additional material connections with parties in interest during the course of this engagement, Aldersgate will promptly disclose such connections to the Debtors and the Court by way of a supplemental declaration filed with the Court.

14. Based on the foregoing, I respectfully request that this Court grant the Debtors' Application and authorize the retention and employment of Aldersgate Advisory Group LLC as financial advisor and investment banker to the Debtors, nunc pro tunc to the Petition Date of June 20, 2022, on the terms described in the Application and this Declaration. I declare under penalty of perjury that the foregoing is true and corr

1. The Application is GRANTED as set forth herein.

2. Pursuant to section 327(a) of the Bankruptcy Code, the Debtors are authorized to retain and employ Aldersgate Advisory Group LLC as their financial advisor and investment banker, nunc pro tunc to June 20, 2022, on the terms and conditions set forth in the Application, the Narayanan Declaration, and the Engagement Letter annexed thereto.

3. Aldersgate shall be compensated in accordance with the following terms, subject in all respects to approval by this Court pursuant to sections 330 and 331 of the Bankruptcy Code: (a) A monthly advisory fee of One Hundred Seventy-Five Thousand Dollars ($175,000) per month, payable on the first business day of each calendar month during the pendency of the engagement; (b) A restructuring completion fee of Three Mill

4. The indemnification provisions set forth in the Engagement Letter are approved to the extent consistent with applicable law and the policies of the Bankruptcy Code, and subject to further review by this Court in connection with any fee application or other appropriate proceeding. Nothing in this Order shall be deemed to authorize any indemnification payment that has not been approved by this Court.

5. Aldersgate shall file interim and final fee applications for the allowance of compensation and reimbursement of expenses in accordance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and any applicable orders of this Court governing procedures for compensation and reimbursement of professionals retained in these Chapter 11 cases.

6. In the event that Aldersgate discovers any additional material connections with parties in interest during the course of this engagement, Aldersgate shall promptly disclose such connections to the Debtors, the United States Trustee, and the Court.

7. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. ________________________________________ UNITED STATES BANKRUPTCY JUDGE Dated: _____, 2022 Cleveland, Ohio CERTIFICATE OF SERVICE I, Nathaniel Bower, an attorney at Calderwood & Harkness LLP, counsel to the Debtors and Debtors in Possession in the above-captioned

1. Office of the United States Trustee for the Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Suite 441, Cleveland, Ohio 44114;

2. Ridgeline National Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement and as DIP agent, c/o its counsel of record;

3. Hargrove, Mitchell & Saunders LLP (Victoria Kline, Esq.; Thomas Frey, Esq.), as counsel to the Ad Hoc Group of First Lien Lenders;

4. Pemberton & Locke LLP (Raymond Delvecchio, Esq.; Nia Patterson, Esq.), as counsel to the Ad Hoc Group of Second Lien Noteholders;

5. Continental Fiduciary Trust Company, as indenture trustee under the Second Lien Notes Indenture; and

6. All other parties that have filed requests for notice pursuant to Bankruptcy Rule 2002 in these Chapter 11 cases. ________________________________________ Nathaniel Bower (Ohio Bar No. 0077391) CALDERWOOD & HARKNESS LLP 127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780 Counsel to the Debtors and Debtors in Possession In re: | Chapter 11 CRESTLINE PACKAGING SOLU