1006-00002 · Crestline Packaging Solutions LLC · Plan and Disclosure Statement

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

¹ The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: (i) Crestline Packaging Solutions LLC (2094) and (ii) CPS Holdings Inc. (1657).

PLAN SUPPLEMENT TO THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.

Filed in connection with the Prepackaged Plan of Reorganization [Dkt. 47] and the Disclosure Statement [Dkt. 48]

PRELIMINARY STATEMENT

Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Company"), an Ohio limited liability company, and CPS Holdings Inc. ("CPS Holdings," and together with Crestline, the "Debtors"), a Delaware corporation, by and through their undersigned counsel, Calderwood & Harkness LLP and Kellner & Hartwick LLP, hereby file this Plan Supplement (the "Plan Supplement") in connection with the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (as may be amended, supplemented, or otherwise modified from time to time, the "Plan") [Dkt. 47] and the related Disclosure Statement for the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (the "Disclosure Statement") [Dkt. 48].

This Plan Supplement is filed pursuant to the terms of the Plan and in accordance with sections 1123, 1125, and 1129 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2002, 3016, and 3017 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the applicable Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Court"). The Debtors commenced these chapter 11 cases by filing voluntary petitions for relief on June 20, 2022 (the "Petition Date"). The Confirmation Hearing on the Plan is currently scheduled for August 29, 2022, before the Honorable Judge Frank J. Olivero.

The Plan Supplement compiles the following exhibits and schedules that are referenced in, incorporated by reference into, or otherwise required by the Plan:

Exhibit A: New Organizational Documents for Reorganized Crestline Packaging Solutions LLC

Exhibit B: Schedule of Rejected Executory Contracts and Unexpired Leases

Exhibit C: Schedule of Assumed Executory Contracts and Unexpired Leases with Cure Amounts

Exhibit D: Identity of New Board Members of Reorganized CPS

Exhibit E: Summary Terms of the New First Lien Take-Back Term Loan Credit Agreement

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. In the event of any inconsistency between the terms of this Plan Supplement and the terms of the Plan, the terms of the Plan shall govern and control.

The Debtors reserve the right to amend, modify, supplement, or withdraw any exhibit or schedule contained in this Plan Supplement at any time prior to the Effective Date of the Plan, subject to and in accordance with the terms of the Plan, the Restructuring Support Agreement dated July 8, 2022 (the "RSA"), and any applicable order of the Court. To the extent any such amendments or supplements are made, the Debtors will file such amendments or supplements with the Court and serve them on all parties entitled to notice as set forth in the Reservation of Rights section herein.

EXHIBIT A

NEW ORGANIZATIONAL DOCUMENTS FOR REORGANIZED CRESTLINE PACKAGING SOLUTIONS LLC

A.1 Overview and Purpose

On the Effective Date of the Plan, which is anticipated to occur on or about September 30, 2022, reorganized Crestline Packaging Solutions LLC (the "Reorganized Company" or "Reorganized CPS") shall operate under amended and restated organizational documents, as more fully described in this Exhibit A. The adoption of new organizational documents is a condition precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan.

As contemplated by the Plan and the RSA, CPS Holdings Inc. shall be dissolved or merged into Reorganized CPS on or promptly after the Effective Date. The intermediate holding company structure previously maintained through CPS Holdings is no longer necessary following the cancellation of all existing equity interests in CPS Holdings, including the 100% equity interest held by Thornfield Capital Partners LP (the "Sponsor"), whose interests are classified as Class 6 Existing Equity Interests under the Plan and are receiving no distribution on account of such interests. Following the dissolution of CPS Holdings, Reorganized CPS shall operate as a single-entity, stand-alone Ohio limited liability company.

The organizational documents described herein reflect the reorganized capital structure contemplated by the Plan and provide for governance arrangements that are consistent with the agreements reached among the Debtors and the key stakeholder constituencies during the negotiation of the RSA.

A.2 Amended and Restated Operating Agreement of Reorganized Crestline Packaging Solutions LLC

The principal organizational document of Reorganized CPS shall be the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC (the "Operating Agreement"), the material terms of which are summarized below. The complete form of the Operating Agreement shall be filed with the Court on or before the date that is five (5) business days prior to the Confirmation Hearing and shall be available for inspection at the offices of the Debtors' counsel. The material terms of the Operating Agreement are as follows:

Entity Name: Crestline Packaging Solutions LLC (reorganized)

Entity Type: Ohio limited liability company, formed and existing under the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706.

Principal Office: 4710 Industrial Corridor Drive, Akron, Ohio 44308

Employer Identification Number: 31-1782094 (same as the pre-petition entity)

Membership Interests: As of the Effective Date, the reorganized equity membership units of Reorganized CPS shall be issued as follows, pursuant to and in accordance with the terms of the Plan:

(a) Class 2 First Lien Secured Claims — 92% of Reorganized Equity. Ninety-two percent (92%) of the reorganized equity membership units shall be distributed, pro rata, to the holders of allowed Class 2 First Lien Secured Claims. Allowed Class 2 First Lien Secured Claims total approximately $191.3 million, consisting of approximately $158.7 million in outstanding principal under the Prepetition First Lien Term Loan Credit Agreement and approximately $32.6 million in outstanding principal and accrued fees under the Prepetition Revolving Credit Facility, in each case, as of the Petition Date. For the avoidance of doubt, to the extent any holder of an allowed Class 2 First Lien Secured Claim elects to participate in the New First Lien Take-Back Term Loan (described in Exhibit E), such holder's reorganized equity distribution shall be reduced on a dollar-for-dollar basis to account for the principal amount of new take-back debt allocated to such holder's claim, as provided in the Plan.

(b) Class 3 Second Lien Secured Claims — 8% of Reorganized Equity Plus Warrants. Eight percent (8%) of the reorganized equity membership units shall be distributed, pro rata, to the holders of allowed Class 3 Second Lien Secured Claims. Allowed Class 3 Second Lien Secured Claims total approximately $59.9 million, consisting of approximately $56.0 million in outstanding principal under the Prepetition Second Lien Note Purchase Agreement and approximately $3.9 million in accrued and unpaid interest thereon as of the Petition Date. In addition to the foregoing equity distribution, holders of allowed Class 3 Second Lien Secured Claims shall receive warrants for an additional five percent (5%) of the reorganized equity of Reorganized CPS, with a strike price per unit equal to the per-unit plan equity value of Reorganized CPS as determined in accordance with the Plan (the "Second Lien Warrants"). The Second Lien Warrants shall have a five-year exercise period from the Effective Date and shall be subject to customary anti-dilution protections and other terms as set forth in the warrant agreement to be entered into on the Effective Date.

(c) Management Incentive Plan Reserve. All reorganized equity membership units, including those issued to Class 2 and Class 3 holders and those issuable upon exercise of the Second Lien Warrants, shall be subject to dilution by the Management Incentive Plan (the "MIP"), which reserves an aggregate of ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS for issuance to key employees and members of management, to be allocated pro rata among all equity classes. The terms of the MIP are described in greater detail in Exhibit D below.

A.3 Key Governance Provisions of the Amended and Restated Operating Agreement

The Operating Agreement shall contain governance provisions that are customary for a manager-managed limited liability company of this type and size. The principal governance provisions are summarized below:

Board of Managers. Reorganized CPS shall be managed by a board of managers (the "Board") consisting of five (5) members, as identified in Exhibit D hereto. The composition of the Board reflects the allocation of reorganized equity among the principal stakeholder constituencies and the importance of maintaining experienced management leadership through the post-emergence period. The Board seats shall be designated as follows:

(i) Three (3) members shall be designated by the holders of a majority of the reorganized equity membership units distributed to holders of Class 2 First Lien Secured Claims (i.e., by the Ad Hoc Group of First Lien Lenders). As of the date hereof, the Ad Hoc Group of First Lien Lenders is led by Blackmoor Capital Management LLC, Greystone Fixed Income Partners LP, and Wexford Opportunity Fund III LP, each of which holds or manages claims representing a significant portion of the prepetition first lien debt. Each of these three institutions shall designate one Board member.

(ii) One (1) member shall be designated by the holders of a majority of the reorganized equity membership units distributed to holders of Class 3 Second Lien Secured Claims (i.e., by the Ad Hoc Group of Second Lien Noteholders). As of the date hereof, the Ad Hoc Group of Second Lien Noteholders is led by Fenwick Structured Credit Fund II LP, which shall designate one Board member.

(iii) One (1) member shall be the Chief Executive Officer of Reorganized CPS. Marcus J. Reinholdt, who has served as the Chief Executive Officer of CPS since the Company's formation, shall serve as the initial CEO Board member.

Officers. The Board of Managers shall have the authority to appoint officers of Reorganized CPS, including a Chief Executive Officer, Chief Financial Officer, General Counsel, and such other officers as the Board may determine from time to time. The initial officers of Reorganized CPS anticipated as of the Effective Date are as follows:

• Chief Executive Officer: Marcus J. Reinholdt

• Chief Financial Officer: Dana Kowalski

• General Counsel: Preston Yee

Each of the foregoing officers has served in his or her respective capacity during the chapter 11 cases and is expected to continue in such capacity following the Effective Date. The terms of employment of each officer shall be governed by employment agreements to be entered into on or prior to the Effective Date, which employment agreements shall be approved by the Board.

Transfer Restrictions. Membership interests in Reorganized CPS shall be subject to certain transfer restrictions, including, without limitation:

(a) A right of first refusal in favor of Reorganized CPS and the other members, providing that any member desiring to transfer all or any portion of its membership interests must first offer such interests to the other members and the Company on the same terms and conditions as those offered by the proposed third-party transferee;

(b) Tag-along rights, providing that if any member holding a majority of the outstanding membership interests proposes to transfer its interests to a third party, each other member shall have the right to participate in such transfer on the same terms and at the same price per unit;

(c) Drag-along rights, providing that if members holding at least seventy-five percent (75%) of the outstanding membership interests agree to sell their interests to a third party, such members may require all other members to sell their interests to such third party on the same terms and conditions; and

(d) Such other transfer restrictions as are customary for limited liability company operating agreements of companies of similar size and type, including restrictions on transfers to competitors and requirements for compliance with applicable securities laws.

Fiscal Year. The fiscal year of Reorganized CPS shall be the calendar year (January 1 through December 31).

Registered Agent. The registered statutory agent of Reorganized CPS in the State of Ohio shall be designated on or before the Effective Date. The principal office of Reorganized CPS shall remain at 4710 Industrial Corridor Drive, Akron, Ohio 44308.

Dissolution. The Operating Agreement shall contain customary dissolution provisions, providing for dissolution of Reorganized CPS upon the occurrence of certain specified events, including (i) the written consent of members holding at least seventy-five percent (75%) of the outstanding membership interests, (ii) entry of a judicial decree of dissolution, or (iii) any other event causing dissolution under applicable Ohio law.

Indemnification. The Operating Agreement shall provide for indemnification of managers, officers, and other authorized representatives of Reorganized CPS to the fullest extent permitted by Ohio law, including indemnification against claims, damages, losses, and expenses (including attorneys' fees) incurred in connection with their service to the Company, subject to customary exceptions and limitations.

Other Standard Provisions. The Operating Agreement shall contain such other provisions as are customary for limited liability company operating agreements, including provisions relating to capital contributions, distributions (including tax distributions), books and records, meetings and voting, amendments, and dispute resolution.

A.4 Amended and Restated Certificate of Formation (Ohio)

An amended and restated certificate of formation (or articles of organization, as applicable under Ohio law) for Crestline Packaging Solutions LLC shall be prepared and filed with the Ohio Secretary of State on or before the Effective Date. The amended and restated certificate of formation shall reflect the reorganized capital structure of Reorganized CPS as described herein and in the Plan, and shall include updated statutory agent information as determined prior to the Effective Date. The filing of the amended and restated certificate of formation is a condition precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan.

A.5 Dissolution of CPS Holdings Inc.

As contemplated by the Plan, CPS Holdings Inc. shall be dissolved on or promptly following the Effective Date. A certificate of dissolution for CPS Holdings Inc. shall be filed with the Delaware Secretary of State in accordance with Section 275 of the Delaware General Corporation Law. The relevant details of CPS Holdings are as follows:

• Entity Name: CPS Holdings Inc.

• Entity Type: Delaware corporation

• Employer Identification Number: 82-3491657

• Registered Agent: National Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801

• Sole Asset: 100% membership interest in Crestline Packaging Solutions LLC

• Operations: CPS Holdings had no separate operations, employees, or assets other than its membership interest in CPS. CPS Holdings was organized in 2017 solely to serve as an intermediate holding company between the Sponsor (Thornfield Capital Partners LP) and CPS.

Upon the dissolution of CPS Holdings, the 100% membership interest in CPS previously held by CPS Holdings shall be cancelled pursuant to the Plan, and the reorganized equity membership units of Reorganized CPS shall be distributed directly to the holders of allowed Class 2 and Class 3 claims as described in Section A.2 above. No further corporate action shall be required with respect to CPS Holdings following the filing of the certificate of dissolution with the Delaware Secretary of State.

EXHIBIT B

SCHEDULE OF REJECTED EXECUTORY CONTRACTS AND UNEXPIRED LEASES

B.1 General Provisions

Pursuant to Article VII of the Plan, and in accordance with sections 365 and 1123(b)(2) of the Bankruptcy Code, all executory contracts and unexpired leases to which the Debtors are parties shall be deemed assumed by Reorganized CPS as of the Effective Date, except for any executory contract or unexpired lease that: (a) has been previously assumed or rejected by order of this Court entered prior to the Effective Date; (b) is the subject of a pending motion to assume or reject as of the Effective Date; (c) is specifically listed on this Schedule of Rejected Executory Contracts and Unexpired Leases (this "Exhibit B"); or (d) is otherwise not expressly assumed pursuant to the Plan or this Plan Supplement.

Any executory contract or unexpired lease that is not assumed in accordance with the foregoing provisions shall be deemed rejected as of the Effective Date. The Confirmation Order shall constitute an order of this Court approving such assumptions and rejections pursuant to sections 365 and 1123 of the Bankruptcy Code.

Bar Date for Rejection Damage Claims. The bar date for filing proofs of claim on account of rejection damages arising from the rejection of any executory contract or unexpired lease under the Plan shall be thirty (30) days after the Effective Date (the "Rejection Damages Bar Date"). Any claims for rejection damages that are not filed on or before the Rejection Damages Bar Date shall be forever barred, estopped, and enjoined from assertion against the Debtors, Reorganized CPS, or their respective estates, and shall not be enforceable against the Debtors, Reorganized CPS, or their respective properties.

Classification and Treatment of Rejection Damage Claims. Any allowed rejection damage claims shall be classified as Class 4 General Unsecured Claims under the Plan. Holders of allowed Class 4 General Unsecured Claims shall share pro rata in the $1.5 million cash pool established under the Plan for the benefit of such class. Based on the Debtors' current estimate of total Class 4 General Unsecured Claims of approximately $14.8 million (inclusive of estimated rejection damage claims and deficiency claims), the estimated recovery for holders of allowed Class 4 General Unsecured Claims is approximately 10.1 cents on the dollar. The actual recovery may be higher or lower depending on the final allowed amount of Class 4 claims.

B.2 Schedule of Specifically Rejected Contracts and Leases

The following executory contracts and unexpired leases are specifically rejected as of the Effective Date pursuant to the Plan:

The Debtors anticipate that the number of rejected contracts will be limited, as the Debtors' operations are continuing as a going concern and the vast majority of the Debtors' material commercial relationships are being preserved through assumption. Most material contracts, including the Debtors' key supply agreements, equipment leases, and real property leases, are being assumed as set forth in Exhibit C hereto.

The Debtors reserve the right to supplement this schedule at any time prior to the Effective Date to add any additional executory contracts or unexpired leases that the Debtors determine, in the exercise of their business judgment and subject to the consent rights set forth in the RSA, should be rejected in connection with the consummation of the Plan. Any such supplement shall be filed with the Court and served on all required parties as set forth in the Reservation of Rights section below.

EXHIBIT C

SCHEDULE OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH CURE AMOUNTS

C.1 General Provisions

Pursuant to Article VII of the Plan, and in accordance with sections 365 and 1123(b)(2) of the Bankruptcy Code, the following executory contracts and unexpired leases are assumed by the Reorganized Debtors as of the Effective Date, and all rights of Reorganized CPS under such contracts and leases shall be preserved. The assumption of each such contract and lease is an exercise of the Debtors' sound business judgment and is in the best interests of the Debtors' estates and their creditors.

Cure of Defaults. All defaults (other than defaults that are unenforceable under applicable non-bankruptcy law) under each assumed executory contract and unexpired lease shall be cured by the payment of the applicable cure amount set forth in the schedule below (the "Cure Amount"), in cash, on the Effective Date or as soon as reasonably practicable thereafter. The Cure Amounts set forth herein represent the Debtors' good-faith calculation of the amounts necessary to cure all prepetition monetary defaults under each assumed contract and lease. The Debtors believe that no non-monetary defaults exist under any assumed contract or lease that would require cure.

Cure Amount Dispute Resolution. Counterparties to assumed executory contracts and unexpired leases who dispute the Cure Amount set forth herein with respect to their contract or lease must file a written objection with the Court no later than fourteen (14) days prior to the Confirmation Hearing (i.e., by August 15, 2022). Any such objection must set forth with specificity the basis for the dispute, including the counterparty's calculation of the alleged cure amount and supporting documentation. If a Cure Amount dispute cannot be resolved consensually between the Debtors and the objecting counterparty, the Court shall determine the appropriate Cure Amount at or after the Confirmation Hearing. Pending the resolution of any Cure Amount dispute, the Debtors may assume the applicable contract or lease and shall pay the undisputed portion of the Cure Amount on the Effective Date, with the disputed portion to be held in reserve pending resolution.

C.2 Schedule of Assumed Contracts and Leases

The Debtors reserve the right to supplement this schedule prior to the Effective Date to add additional executory contracts or unexpired leases to be assumed by Reorganized CPS. Any such supplement shall be filed with the Court and served on all required parties, and the applicable counterparties shall be given no fewer than fourteen (14) days' notice and an opportunity to object to the proposed assumption and Cure Amount.

C.3 Summary of Aggregate Cure Amounts

The total aggregate Cure Amounts payable by Reorganized CPS on or promptly following the Effective Date, based on the schedule set forth above, are as follows:

Total Cure Amounts: $126,000.00 (subject to supplementation)

The Debtors provide the following additional information with respect to certain of the assumed contracts:

Northstar Polymers Inc. — Resin Supply Agreement (Contract No. 1). The Northstar Polymers resin supply agreement is deemed critical to the Debtors' ongoing manufacturing operations, as Northstar is the primary supplier of HDPE and specialty resins used in the production of drums, intermediate bulk containers ("IBCs"), and containment vessels at all four CPS manufacturing facilities. On June 21, 2022, this Court entered the Order Authorizing Payment of Certain Critical Vendor Claims [Dkt. 18] (the "Critical Vendor Order"), which authorized the Debtors to pay prepetition claims of certain critical vendors, including Northstar Polymers, in an aggregate amount not to exceed $6.8 million. All prepetition amounts owed to Northstar were paid in accordance with the Critical Vendor Order, and accordingly no cure arrearage exists with respect to this contract. The continued supply of resin from Northstar is essential to uninterrupted production at CPS's facilities, which collectively employ approximately 975 workers across the Akron and Ravenna, Ohio metropolitan area.

Meridian Industrial Leasing Corp. — Master Equipment Lease (Contract No. 2). The Meridian equipment lease covers critical extrusion and secondary processing equipment located at Plant 4 in Ravenna, Ohio (1480 State Route 59, Ravenna, OH 44266). Plant 4 is CPS's largest manufacturing facility and employs approximately 240 workers. The equipment subject to the lease includes six blow molding machines and two extrusion lines that are essential to the production of large-format industrial packaging products. The lease is current on all monetary obligations, and no cure payment is required. The Debtors intend to continue operating Plant 4 at or near full capacity following the Effective Date.

Benchmark Real Estate Holdings LLC — Warehouse Lease (Contract No. 3). The Benchmark warehouse lease covers approximately 85,000 square feet of warehouse and distribution space at 900 Darrow Road, Akron, Ohio 44305. The warehouse is used for the warehousing and distribution of finished packaging products and is strategically located near CPS's corporate headquarters and Plant 1 operations. The Cure Amount of $126,000 reflects three months of unpaid rent that accrued prepetition ($42,000 per month × 3 months = $126,000), representing rent for the months of April 2022, May 2022, and the partial month of June 2022 (through the Petition Date). The Debtors require continued access to this warehouse facility to support their distribution logistics and customer delivery commitments, and accordingly the assumption of this lease is in the best interests of the estate.

EXHIBIT D

IDENTITY OF NEW BOARD MEMBERS OF REORGANIZED CRESTLINE PACKAGING SOLUTIONS LLC

D.1 Composition of the New Board of Managers

Pursuant to Section 5.5 of the Plan, the reorganized board of managers (the "Board") of Crestline Packaging Solutions LLC shall consist of five (5) members, effective as of the Effective Date. The composition of the Board reflects the terms negotiated among the Debtors, the Ad Hoc Group of First Lien Lenders, and the Ad Hoc Group of Second Lien Noteholders, as embodied in the RSA and the Plan. The allocation of Board seats is proportionate to the allocation of reorganized equity, with three seats designated by the first lien constituency (which will hold 92% of reorganized equity), one seat designated by the second lien constituency (which will hold 8% of reorganized equity, plus warrants), and one seat reserved for the Chief Executive Officer of Reorganized CPS.

The initial members of the Board, and the constituencies designating each, are as follows:

D.2 Board Governance

The new Board of Managers shall serve in accordance with, and shall be subject to, the terms of the Amended and Restated Operating Agreement of Reorganized CPS (Exhibit A). The following additional governance matters are noted:

Board Composition and Representation. The composition of the Board reflects the allocation of reorganized equity under the Plan: 92% to holders of Class 2 First Lien Secured Claims (three Board seats), 8% to holders of Class 3 Second Lien Secured Claims (one Board seat), and one management seat for the CEO. The designation rights of the first lien and second lien constituencies shall continue for so long as such constituencies hold a specified minimum percentage of the reorganized equity, as more fully set forth in the Operating Agreement.

Directors' and Officers' Insurance. The Debtors have maintained directors' and officers' liability insurance (the "D&O Policy") through Apex Indemnity Insurance Company throughout the chapter 11 cases. A D&O tail insurance policy has been procured to provide coverage for pre-Effective Date acts and omissions of the Debtors' officers, directors, and managers, with an aggregate coverage limit of $15.0 million and a tail premium of $1.2 million. The tail premium has been or will be paid from estate funds as an allowed administrative expense. Reorganized CPS shall obtain new directors' and officers' liability insurance coverage effective on or prior to the Effective Date, in an amount and on terms acceptable to the Board, to provide coverage for the post-Effective Date acts and omissions of the Board members and officers of Reorganized CPS.

Management Incentive Plan. The Board shall have the authority to establish, adopt, and administer the Management Incentive Plan (the "MIP") on or after the Effective Date. The MIP shall reserve ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS for issuance to key employees and members of management, with awards to be made at the discretion of the Board. The MIP equity shall dilute all existing equity classes (including the Class 2 first lien equity, the Class 3 second lien equity, and the Second Lien Warrants) on a pro rata basis. The material terms of the MIP, as currently contemplated, are as follows:

(a) Eligible Participants: Key employees and senior management of Reorganized CPS, as designated by the Board.

(b) Total MIP Pool: Ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS.

(c) Vesting Schedule: Fifty percent (50%) of each MIP participant's award shall be subject to time-based vesting, with a three-year cliff vesting period from the date of grant. The remaining fifty percent (50%) of each MIP participant's award shall be subject to performance-based vesting, tied to the achievement of specified Consolidated EBITDA targets to be established by the Board.

(d) Award Types: The Board may issue MIP awards in the form of membership unit options, restricted membership units, profits interests, or such other equity-based instruments as the Board may determine in its discretion.

(e) Anti-Dilution: MIP awards shall be subject to customary anti-dilution protections upon the occurrence of certain events, as set forth in the MIP plan documents to be adopted by the Board.

The specific terms of the MIP, including the allocation of awards among eligible participants, the EBITDA targets applicable to performance-based vesting, and the exercise or purchase price (if any) for MIP awards, shall be determined by the Board following the Effective Date and shall be set forth in a separate MIP plan document to be adopted by the Board.

EXHIBIT E

SUMMARY TERMS OF THE NEW FIRST LIEN TAKE-BACK TERM LOAN CREDIT AGREEMENT

E.1 Overview. On the Effective Date, Reorganized Crestline Packaging Solutions LLC shall enter into the New First Lien Take-Back Term Loan Credit Agreement (the "Exit Credit Agreement") as contemplated by Article IV of the Plan and the RSA dated July 8, 2022. The Exit Credit Agreement provides for a new senior secured first lien term loan facility in the original principal amount of $12,500,000 ($12.5 million) (the "Exit Term Loan").

The Exit Term Loan is a "take-back" facility, meaning that participating holders of allowed Class 2 First Lien Secured Claims may elect to roll a portion of their prepetition first lien claims into new secured take-back debt in lieu of receiving a corresponding portion of reorganized equity. The take-back election is available to all holders of allowed Class 2 First Lien Secured Claims, and the aggregate principal amount of the Exit Term Loan has been set at $12.5 million based on the terms agreed upon among the Debtors and the Ad Hoc Group of First Lien Lenders as reflected in the RSA. The pro rata allocation of the Exit Term Loan among electing first lien lenders shall be determined in accordance with the allocation mechanics set forth in the Plan.

The Exit Credit Agreement has been negotiated at arm's length among the Debtors and the Ad Hoc Group of First Lien Lenders, with the assistance of their respective financial and legal advisors. Ridgeline National Bank, N.A. has agreed to serve as Administrative Agent under the Exit Credit Agreement. The summary of principal terms set forth below is for informational purposes only and is qualified in its entirety by the definitive Exit Credit Agreement, the final form of which shall be filed with the Court on or before the date that is five (5) business days prior to the Confirmation Hearing.

E.2 Term Sheet — Summary of Principal Terms

The following table summarizes the principal terms of the Exit Credit Agreement:

E.3 Conditions Precedent to Effectiveness

The effectiveness of the Exit Credit Agreement shall be subject to the satisfaction or waiver of the following conditions precedent:

(a) Confirmation Order. The Bankruptcy Court shall have entered the Confirmation Order confirming the Plan, and such order shall have become a final order or, alternatively, shall not have been stayed, reversed, or vacated.

(b) Effective Date. The Effective Date of the Plan shall have occurred or shall occur simultaneously with the effectiveness of the Exit Credit Agreement.

(c) Execution and Delivery. The Exit Credit Agreement and all related loan documents, including the security agreement, pledge agreement, UCC-1 financing statements, and any other documents required by the Administrative Agent, shall have been duly executed and delivered by the Borrower, the Administrative Agent, and each of the Lenders.

(d) Closing Documents. The Administrative Agent shall have received the following customary closing documents, in form and substance satisfactory to the Administrative Agent:

(i) the Amended and Restated Operating Agreement and Amended and Restated Certificate of Formation of Reorganized CPS, as filed with the Ohio Secretary of State;

(ii) an officer's certificate of the Borrower, certifying as to (A) the resolutions of the Board of Managers authorizing the execution and delivery of the Exit Credit Agreement and related documents, (B) the incumbency and specimen signatures of the officers authorized to execute such documents, and (C) the truth and accuracy of the representations and warranties as of the Closing Date;

(iii) a certificate of good standing (or equivalent) for Reorganized CPS from the Ohio Secretary of State, dated no more than ten (10) days prior to the Closing Date;

(iv) legal opinions from Calderwood & Harkness LLP (debtor's counsel) and Kellner & Hartwick LLP (local co-counsel), in customary form, addressing due authorization, execution, enforceability, no conflicts, and such other matters as the Administrative Agent may reasonably request; and

(v) evidence of insurance, including certificates of insurance demonstrating that Reorganized CPS maintains insurance coverage in types, amounts, and with carriers satisfactory to the Administrative Agent.

(e) Payment of Agent Fees and Expenses. All fees and expenses of Ridgeline National Bank, N.A. as Administrative Agent, including legal fees and expenses of Agent's counsel, shall have been paid in full.

(f) DIP Facility Repayment. The DIP Credit Facility (the $30.0 million senior secured superpriority revolving credit facility entered into pursuant to the DIP Credit Agreement dated June 24, 2022, between the Debtors and Ridgeline National Bank, N.A. as DIP Agent, bearing interest at SOFR + 500 basis points) shall have been repaid in full from the proceeds of exit financing, available cash, and/or other sources of funds available to the Debtors on the Effective Date. All liens and security interests securing the DIP Credit Facility shall have been terminated and released.

(g) Plan Conditions. All other conditions precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan shall have been satisfied or waived in accordance with the terms thereof.

E.4 Post-Effective Date Reporting

Reorganized CPS shall be subject to the following reporting obligations under the Exit Credit Agreement, which are in addition to any reporting obligations imposed by the Confirmation Order or applicable law:

(a) Quarterly Financial Statements. Unaudited consolidated financial statements (including a balance sheet, income statement, and statement of cash flows) for each fiscal quarter, to be delivered to the Administrative Agent and the Lenders within forty-five (45) days after the end of each fiscal quarter.

(b) Annual Financial Statements. Audited consolidated financial statements (including a balance sheet, income statement, statement of cash flows, and notes thereto), prepared in accordance with GAAP and audited by an independent registered public accounting firm of national or regional standing selected by Reorganized CPS and acceptable to the Required Lenders, to be delivered to the Administrative Agent and the Lenders within ninety (90) days after the end of each fiscal year.

(c) Compliance Certificates. A compliance certificate, signed by the Chief Financial Officer of Reorganized CPS, to be delivered concurrently with each quarterly and annual financial statement delivery, certifying (i) that no Event of Default has occurred and is continuing (or, if any Event of Default has occurred and is continuing, a description thereof and the steps being taken to cure or remediate such Event of Default), and (ii) the calculation of the Total Net Leverage Ratio as of the applicable measurement date.

(d) Annual Budget and Projections. An annual operating budget and financial projections for the upcoming fiscal year, to be delivered to the Administrative Agent and the Lenders within sixty (60) days after the beginning of each fiscal year.

RESERVATION OF RIGHTS

The Debtors hereby reserve the right to amend, modify, supplement, or withdraw any exhibit, schedule, or other document contained in this Plan Supplement at any time prior to the Effective Date of the Plan, subject to and in accordance with the terms of the Plan, the RSA, the Confirmation Order, and any other applicable order of the Court. Without limiting the generality of the foregoing, the Debtors specifically reserve the right to:

(a) supplement the Schedule of Rejected Executory Contracts and Unexpired Leases (Exhibit B) to add any additional contracts or leases to be rejected;

(b) supplement the Schedule of Assumed Executory Contracts and Unexpired Leases with Cure Amounts (Exhibit C) to add any additional contracts or leases to be assumed, and to modify any stated Cure Amount to the extent required by agreement of the parties or order of the Court;

(c) modify the identity of the members of the Board of Managers (Exhibit D) to the extent necessary or appropriate, subject to the designation rights of the applicable stakeholder constituencies;

(d) modify the terms of the Exit Credit Agreement (Exhibit E) to the extent consented to by the requisite parties; and

(e) make any other amendments or modifications to this Plan Supplement that are consistent with the Plan and the RSA and that do not materially and adversely affect the treatment of any class of claims or interests under the Plan.

To the extent any amendments or supplements to this Plan Supplement are filed, the Debtors shall file such amendments or supplements with the Court and serve them on the following parties:

(i) the Office of the United States Trustee, Region 9, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114;

(ii) counsel to the Ad Hoc Group of First Lien Lenders, Hargrove, Mitchell & Saunders LLP, Attn: Victoria Kline, Esq., 51 West 52nd Street, New York, New York 10019;

(iii) counsel to the Ad Hoc Group of Second Lien Noteholders, Pemberton & Locke LLP, Attn: Raymond Delvecchio, Esq., 1 Liberty Plaza, New York, New York 10006;

(iv) Ridgeline National Bank, N.A., as Administrative Agent under the Prepetition First Lien Credit Agreement and as DIP Agent under the DIP Credit Agreement, 200 Public Square, Cleveland, Ohio 44114;

(v) Continental Fiduciary Trust Company, as Indenture Trustee under the Prepetition Second Lien Note Purchase Agreement, 101 Barclay Street, New York, New York 10286; and

(vi) all other parties who have filed notices of appearance and requests for service of papers in these chapter 11 cases.

Dated: August 15, 2022 Cleveland, Ohio

Respectfully submitted,

CALDERWOOD & HARKNESS LLP Counsel to the Debtors and Debtors in Possession

By: ________

Colette Whitman (Responsible Partner) Nathaniel Bower (Billing Partner) Gabrielle Moss (Lead Associate) Amy Chesterton (Working Associate)

30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

— and —

127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780

KELLNER & HARTWICK LLP Local Co-Counsel to the Debtors and Debtors in Possession

By: ________

Bruce Tatelman (Lead Partner)

600 Superior Avenue East, Suite 1800 Cleveland, Ohio 44114 Telephone: (216) 861-7000 Facsimile: (216) 861-7119

CERTIFICATE OF SERVICE

I, Amy Chesterton, an associate at Calderwood & Harkness LLP, hereby certify that on August 15, 2022, I caused a true and correct copy of the foregoing Plan Supplement to the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. to be served upon all parties entitled to notice in these chapter 11 cases, including, without limitation, the following:

1. Office of the United States Trustee, Region 9

Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, Ohio 44114

2. Hargrove, Mitchell & Saunders LLP

Attn: Victoria Kline, Esq.

Counsel to the Ad Hoc Group of First Lien Lenders 51 West 52nd Street New York, New York 10019

3. Pemberton & Locke LLP

Attn: Raymond Delvecchio, Esq.

Counsel to the Ad Hoc Group of Second Lien Noteholders 1 Liberty Plaza New York, New York 10006

4. Ridgeline National Bank, N.A.

Administrative Agent and DIP Agent 200 Public Square Cleveland, Ohio 44114

5. Continental Fiduciary Trust Company

Indenture Trustee 101 Barclay Street New York, New York 10286

6. All other parties who have filed notices of appearance and requests for service of papers in these chapter 11 cases, as reflected on the service list maintained by Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, Minnesota 55117.

Service was effected by electronic transmission via the Court's CM/ECF system to all registered users, and by first-class mail, postage prepaid, to all other parties on the service list who are not registered CM/ECF users.

________________________________________

Amy Chesterton Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000

In re:

CRESTLINE PACKAGING SOLUTIONS LLC, et al.,¹	Case No. 22-51247
Debtors.	(Jointly Administered)

Chapter 11

No.	Counterparty	Description of Agreement	Date of Agreement	Reason for Rejection
1	Lakefront Event Catering LLC (Cleveland, OH)	Corporate Event Catering and Hospitality Services Agreement	November 15, 2020	Contract is not necessary for ongoing operations; cost-reduction measure
2	Pinnacle Fleet Services Inc. (Columbus, OH)	Vehicle Fleet Lease and Maintenance Agreement — 12 light-duty vehicles used for sales and administrative purposes	April 1, 2021	Reorganized CPS intends to enter into a replacement fleet agreement on more favorable terms post-emergence
3	DataStream Analytics Corp. (San Jose, CA)	Enterprise Analytics Software License and Services Agreement	January 10, 2020	Software platform is being replaced by an integrated ERP module; license is redundant
No.	Counterparty	Description of Agreement	Date of Agreement	Key Terms	Monthly Payment	Cure Amount
1	Northstar Polymers Inc. (Houston, TX)	Resin Supply Agreement — supply of HDPE and specialty resins for drum, IBC, and containment vessel manufacturing at all four CPS facilities (Plants 1–4)	March 1, 2019	5-year term expiring February 28, 2024; volume-based pricing for HDPE resin indexed to Gulf Coast spot pricing; annual price adjustment mechanism; requirements contract; minimum annual purchase commitment of 18 million pounds	Variable (based on monthly volume; approximately $1.8–$2.4 million per month based on historical purchasing patterns)	$0.00 (current on all obligations)
2	Meridian Industrial Leasing Corp. (Cleveland, OH)	Master Equipment Lease — extrusion and secondary processing equipment at Plant 4, 1480 State Route 59, Ravenna, OH 44266	June 15, 2020	7-year master lease term expiring June 14, 2027; triple-net lease; lessee responsible for maintenance, insurance, and taxes; covers six (6) blow molding machines, two (2) extrusion lines, and ancillary processing equipment	$87,500 per month	$0.00 (current on all obligations)
3	Benchmark Real Estate Holdings LLC (Akron, OH)	Warehouse Lease — leased warehouse and distribution facility at 900 Darrow Road, Akron, OH 44305	September 1, 2020	Lease term expires December 31, 2025; approximately 85,000 square feet of warehouse and distribution space; used for warehousing and distribution of finished packaging products near CPS headquarters and Plant 1	$42,000 per month	$126,000.00 (three months of prepetition rent arrears: April 2022, May 2022, and partial June 2022, at $42,000 per month)
4	Westmark Corporation (Akron, OH)	Commercial Electric Service Agreement — electric utility service to Plant 1, 4710 Industrial Corridor Drive, Akron, OH 44308	Ongoing commercial service agreement	Standard commercial electric service; demand-based rate schedule; no fixed term	Variable (approximately $185,000–$225,000 per month based on production levels)	$0.00 (authorized for payment under first day orders)
5	Northpoint Partners LLC (Akron, OH)	Commercial Natural Gas Service Agreement — natural gas utility service to Plant 1 and Plant 2	Ongoing commercial service agreement	Standard commercial natural gas service; tariff-based pricing	Variable (approximately $45,000–$65,000 per month, seasonal)	$0.00 (authorized for payment under first day orders)
6	TransPak Logistics Inc. (Canton, OH)	Freight and Transportation Services Agreement — outbound freight logistics for finished packaging products from all CPS facilities	July 1, 2021	3-year term expiring June 30, 2024; rate schedule subject to annual adjustment; full truckload and less-than-truckload services	Variable (approximately $320,000–$400,000 per month based on shipping volume)	$0.00 (current on all obligations)
7	Crestline Services Inc. (Newtown Square, PA)	Enterprise Resource Planning (ERP) Software License and Support Agreement	January 1, 2018	Perpetual license with annual maintenance and support fees; covers production planning, inventory management, financials, and HR modules across all CPS operations	$28,500 per month (maintenance and support)	$0.00 (current on all obligations)
8	Summit Staffing Solutions LLC (Akron, OH)	Temporary Staffing Services Agreement — supplemental production staffing for Plants 1–4	February 15, 2021	2-year auto-renewing term; rate schedule for various skill levels; covers temporary and seasonal production workers	Variable (approximately $150,000–$250,000 per month depending on seasonal demand)	$0.00 (authorized for payment under first day orders)
Seat	Name	Designating Constituency	Background and Qualifications
1	Arthur Ng	Ad Hoc Group of First Lien Lenders (designated by Blackmoor Capital Management LLC)	Mr. Ng is a Principal at Blackmoor Capital Management LLC, located at 399 Park Avenue, 18th Floor, New York, NY 10043. Mr. Ng has over fifteen years of experience in credit investing and portfolio company governance, with a particular focus on middle-market industrial companies. Mr. Ng currently serves on the boards of three other portfolio companies and brings extensive expertise in financial oversight, capital allocation, and strategic planning.
2	Sandra Ibanez	Ad Hoc Group of First Lien Lenders (designated by Greystone Fixed Income Partners LP)	Ms. Ibanez is a Principal at Greystone Fixed Income Partners LP, located at One Financial Center, Suite 2800, Boston, MA 02111. Ms. Ibanez has a distinguished background in credit fund management and restructuring oversight spanning more than twelve years. She has served on numerous boards of directors and advisory committees in connection with restructured companies and brings significant experience in post-emergence governance, operational improvement, and value creation.
3	Derek Loomis	Ad Hoc Group of First Lien Lenders (designated by Wexford Opportunity Fund III LP)	Mr. Loomis is a Principal at Wexford Opportunity Fund III LP, located at 1801 Century Park East, Suite 1450, Los Angeles, CA 90067. Mr. Loomis has over a decade of experience in distressed investing and operational turnarounds, with particular expertise in the manufacturing and industrial packaging sectors. Mr. Loomis has previously led board-level oversight of turnaround initiatives at multiple portfolio companies and brings a strong operational perspective to the Board.
4	Liam Driscoll	Ad Hoc Group of Second Lien Noteholders (designated by Fenwick Structured Credit Fund II LP)	Mr. Driscoll is a Principal at Fenwick Structured Credit Fund II LP, located at 200 Clarendon Street, 40th Floor, Boston, MA 02116. Mr. Driscoll has extensive expertise in structured credit and mezzanine investing, and has been actively involved in the governance of numerous restructured and sponsor-backed companies. Mr. Driscoll brings valuable perspective on capital structure optimization and risk management.
5	Marcus J. Reinholdt	Management / CEO Seat	Mr. Reinholdt is the Chief Executive Officer of Crestline Packaging Solutions LLC, with principal offices at 4710 Industrial Corridor Drive, Akron, OH 44308. Mr. Reinholdt has served as CEO of CPS since the Company's formation and has deep operational knowledge of the specialty industrial packaging manufacturing industry. Under Mr. Reinholdt's leadership, CPS has grown to become one of the leading producers of high-density polyethylene drums, IBCs, and specialty containment vessels in the United States, with four manufacturing facilities and approximately 975 employees. Mr. Reinholdt's continued leadership is viewed by all key stakeholder constituencies as critical to the success of the reorganized enterprise.
Term	Description
Borrower	Reorganized Crestline Packaging Solutions LLC, an Ohio limited liability company, EIN 31-1782094, with its principal office at 4710 Industrial Corridor Drive, Akron, OH 44308
Administrative Agent	Ridgeline National Bank, N.A., located at 200 Public Square, Cleveland, OH 44114
Lenders	Holders of allowed Class 2 First Lien Secured Claims electing to participate in the Exit Term Loan, on a pro rata basis based on such holders' respective shares of the aggregate Class 2 claims
Facility Type	Senior secured first lien term loan
Principal Amount	$12,500,000 (twelve million five hundred thousand dollars)

Interest Rate	Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum, with a SOFR floor of 1.00%. Interest shall be payable quarterly in arrears on the last business day of each fiscal quarter.
Default Rate	Upon the occurrence and during the continuance of any Event of Default, an additional 200 basis points per annum above the otherwise applicable interest rate shall apply to all outstanding obligations
Maturity Date	August 31, 2028 (approximately five years and eleven months from the anticipated Effective Date of September 30, 2022, as specified in the Plan)
Amortization	1.00% per annum of the original principal amount ($125,000 per year), payable quarterly in equal installments of $31,250 per quarter. The balance of the principal amount shall be due and payable on the Maturity Date.
Mandatory Prepayments	Customary mandatory prepayment provisions, including: (a) Excess Cash Flow Sweep: commencing with the fiscal year ending December 31, 2023, 50% of Excess Cash Flow (as defined in the Exit Credit Agreement, generally meaning Consolidated EBITDA less cash taxes, cash interest, capital expenditures, mandatory debt service, and changes in working capital) if the Total Net Leverage Ratio exceeds 3.50x, stepping down to 25% if the Total Net Leverage Ratio is between 2.50x and 3.50x, and 0% if the Total Net Leverage Ratio is below 2.50x; (b) Asset Sale Proceeds: 100% of Net Cash Proceeds from asset sales or other dispositions of property (other than ordinary course dispositions), subject to a reinvestment right of up to twelve months and a de minimis threshold of $500,000; and (c) Insurance and Condemnation Proceeds: 100% of Net Cash Proceeds from casualty events and condemnation proceedings, subject to a reinvestment right of up to twelve months.
Voluntary Prepayments	Permitted at any time, in whole or in part, without premium or penalty, subject to (i) a minimum prepayment amount of $250,000 (or the remaining outstanding balance, if less) and (ii) customary SOFR breakage costs for prepayments made on a date other than the last day of an interest period
Security / Collateral	First-priority lien on and security interest in substantially all assets of Reorganized Crestline Packaging Solutions LLC, including without limitation: (a) all personal property, including accounts, inventory, equipment, fixtures, general intangibles (including intellectual property, patents, trademarks, and trade names), chattel paper, instruments, documents, deposit accounts, letter-of-credit rights, commercial tort claims, and investment property; (b) all real property interests, including leasehold interests and any fee interests; (c) all equity interests in any current or future subsidiaries of the Borrower; and (d) all products, proceeds, rents, and profits of any of the foregoing. Lien priority shall be established by the filing of UCC-1 financing statements and such other perfection actions as are customary.
Guarantees	None. Following the dissolution of CPS Holdings Inc., Reorganized CPS will be a single-entity borrower with no subsidiaries or affiliates that would serve as guarantors.
Financial Covenants	Maximum Total Net Leverage Ratio: The Borrower shall maintain a Maximum Total Net Leverage Ratio not to exceed 4.50x, tested quarterly as of the last day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Effective Date. The Total Net Leverage Ratio shall be defined as (i) Total Net Debt (i.e., total funded indebtedness less unrestricted cash and cash equivalents on the balance sheet, up to a maximum cash netting amount of $10,000,000) divided by (ii) Consolidated EBITDA for the trailing four fiscal quarters.
Negative Covenants	Customary for senior secured credit facilities of this type and nature, including limitations on: (a) the incurrence of additional indebtedness; (b) the creation of liens; (c) restricted payments (including dividends, distributions, and equity repurchases); (d) investments, loans, and advances; (e) sales, transfers, and other dispositions of assets; (f) transactions with affiliates; (g) fundamental changes (including mergers, consolidations, and liquidations); and (h) amendments or modifications to organizational documents and material contracts. Each negative covenant shall be subject to customary exceptions, baskets, and thresholds as set forth in the definitive Exit Credit Agreement.
Affirmative Covenants	Customary for senior secured credit facilities of this type and nature, including: (a) delivery of quarterly and annual financial statements; (b) delivery of compliance certificates; (c) delivery of annual budgets and financial projections; (d) maintenance of adequate insurance coverage; (e) compliance with applicable laws and regulations; (f) preservation of existence and rights; (g) payment of taxes and other obligations; (h) maintenance of books and records; (i) inspection and audit rights for the Administrative Agent and the Lenders; and (j) notice of material adverse events, defaults, and litigation.
Events of Default	Customary for senior secured credit facilities of this type and nature, including: (a) failure to make payments of principal, interest, or fees when due (subject to a grace period of five (5) business days for interest and fee payments); (b) breach of any financial covenant; (c) breach of any negative covenant (with no cure period); (d) breach of any affirmative covenant (with a thirty (30) day cure period for certain curable covenants); (e) material inaccuracy of representations and warranties; (f) cross-default to other indebtedness in excess of $1,000,000; (g) one or more final, non-appealable judgments in excess of $1,000,000 not covered by insurance; (h) bankruptcy or insolvency events; (i) ERISA events resulting in liabilities in excess of $500,000; (j) actual or asserted invalidity of security interests or loan documents; and (k) change of control events, as defined in the Exit Credit Agreement.
Representations and Warranties	Customary for senior secured credit facilities of this type and nature, made by the Borrower as of the Effective Date (the "Closing Date") and as of each date on which a compliance certificate is delivered. Key representations and warranties include: (a) organization, existence, and good standing; (b) authority and authorization; (c) no conflicts with laws or agreements; (d) financial statements; (e) no material adverse change; (f) properties and assets; (g) litigation and contingent obligations; (h) tax matters; (i) ERISA compliance; (j) environmental matters; (k) intellectual property; (l) solvency; and (m) accuracy of information provided.
Governing Law	The Exit Credit Agreement and all related loan documents shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law).
Relationship to the Plan	The Exit Credit Agreement is entered into pursuant to and in connection with the Plan and the Confirmation Order [Dkt. 112]. The obligations of Reorganized CPS under the Exit Credit Agreement shall constitute allowed administrative or secured claims, as applicable, under the Plan and shall not be subject to any avoidance, reduction, setoff, offset, recharacterization, subordination, counterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or applicable non-bankruptcy law.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
¹ The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: (i) Crestline Packaging Solutions LLC (2094) and (ii) CPS Holdings Inc. (1657).
PLAN SUPPLEMENT TO THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.
Filed in connection with the Prepackaged Plan of Reorganization [Dkt. 47] and the Disclosure Statement [Dkt. 48]
PRELIMINARY STATEMENT
Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Company"), an Ohio limited liability company, and CPS Holdings Inc. ("CPS Holdings," and together with Crestline, the "Debtors"), a Delaware corporation, by and through their undersigned counsel, Calderwood & Harkness LLP and Kellner & Hartwick LLP, hereby file this Plan Supplement (the "Plan Supplement") in connection with the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (as may be amended, supplemented, or otherwise modified from time to time, the "Plan") [Dkt. 47] and the related Disclosure Statement for the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (the "Disclosure Statement") [Dkt. 48].
This Plan Supplement is filed pursuant to the terms of the Plan and in accordance with sections 1123, 1125, and 1129 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2002, 3016, and 3017 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the applicable Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Court"). The Debtors commenced these chapter 11 cases by filing voluntary petitions for relief on June 20, 2022 (the "Petition Date"). The Confirmation Hearing on the Plan is currently scheduled for August 29, 2022, before the Honorable Judge Frank J. Olivero.
The Plan Supplement compiles the following exhibits and schedules that are referenced in, incorporated by reference into, or otherwise required by the Plan:
Exhibit A: New Organizational Documents for Reorganized Crestline Packaging Solutions LLC
Exhibit B: Schedule of Rejected Executory Contracts and Unexpired Leases
Exhibit C: Schedule of Assumed Executory Contracts and Unexpired Leases with Cure Amounts
Exhibit D: Identity of New Board Members of Reorganized CPS
Exhibit E: Summary Terms of the New First Lien Take-Back Term Loan Credit Agreement
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. In the event of any inconsistency between the terms of this Plan Supplement and the terms of the Plan, the terms of the Plan shall govern and control.
The Debtors reserve the right to amend, modify, supplement, or withdraw any exhibit or schedule contained in this Plan Supplement at any time prior to the Effective Date of the Plan, subject to and in accordance with the terms of the Plan, the Restructuring Support Agreement dated July 8, 2022 (the "RSA"), and any applicable order of the Court. To the extent any such amendments or supplements are made, the Debtors will file such amendments or supplements with the Court and serve them on all parties entitled to notice as set forth in the Reservation of Rights section herein.
EXHIBIT A
NEW ORGANIZATIONAL DOCUMENTS FOR REORGANIZED CRESTLINE PACKAGING SOLUTIONS LLC
A.1 Overview and Purpose
On the Effective Date of the Plan, which is anticipated to occur on or about September 30, 2022, reorganized Crestline Packaging Solutions LLC (the "Reorganized Company" or "Reorganized CPS") shall operate under amended and restated organizational documents, as more fully described in this Exhibit A. The adoption of new organizational documents is a condition precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan.
As contemplated by the Plan and the RSA, CPS Holdings Inc. shall be dissolved or merged into Reorganized CPS on or promptly after the Effective Date. The intermediate holding company structure previously maintained through CPS Holdings is no longer necessary following the cancellation of all existing equity interests in CPS Holdings, including the 100% equity interest held by Thornfield Capital Partners LP (the "Sponsor"), whose interests are classified as Class 6 Existing Equity Interests under the Plan and are receiving no distribution on account of such interests. Following the dissolution of CPS Holdings, Reorganized CPS shall operate as a single-entity, stand-alone Ohio limited liability company.
The organizational documents described herein reflect the reorganized capital structure contemplated by the Plan and provide for governance arrangements that are consistent with the agreements reached among the Debtors and the key stakeholder constituencies during the negotiation of the RSA.
A.2 Amended and Restated Operating Agreement of Reorganized Crestline Packaging Solutions LLC
The principal organizational document of Reorganized CPS shall be the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC (the "Operating Agreement"), the material terms of which are summarized below. The complete form of the Operating Agreement shall be filed with the Court on or before the date that is five (5) business days prior to the Confirmation Hearing and shall be available for inspection at the offices of the Debtors' counsel. The material terms of the Operating Agreement are as follows:
Entity Name: Crestline Packaging Solutions LLC (reorganized)
Entity Type: Ohio limited liability company, formed and existing under the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706.
Principal Office: 4710 Industrial Corridor Drive, Akron, Ohio 44308
Employer Identification Number: 31-1782094 (same as the pre-petition entity)
Membership Interests: As of the Effective Date, the reorganized equity membership units of Reorganized CPS shall be issued as follows, pursuant to and in accordance with the terms of the Plan:
(a) Class 2 First Lien Secured Claims — 92% of Reorganized Equity. Ninety-two percent (92%) of the reorganized equity membership units shall be distributed, pro rata, to the holders of allowed Class 2 First Lien Secured Claims. Allowed Class 2 First Lien Secured Claims total approximately $191.3 million, consisting of approximately $158.7 million in outstanding principal under the Prepetition First Lien Term Loan Credit Agreement and approximately $32.6 million in outstanding principal and accrued fees under the Prepetition Revolving Credit Facility, in each case, as of the Petition Date. For the avoidance of doubt, to the extent any holder of an allowed Class 2 First Lien Secured Claim elects to participate in the New First Lien Take-Back Term Loan (described in Exhibit E), such holder's reorganized equity distribution shall be reduced on a dollar-for-dollar basis to account for the principal amount of new take-back debt allocated to such holder's claim, as provided in the Plan.
(b) Class 3 Second Lien Secured Claims — 8% of Reorganized Equity Plus Warrants. Eight percent (8%) of the reorganized equity membership units shall be distributed, pro rata, to the holders of allowed Class 3 Second Lien Secured Claims. Allowed Class 3 Second Lien Secured Claims total approximately $59.9 million, consisting of approximately $56.0 million in outstanding principal under the Prepetition Second Lien Note Purchase Agreement and approximately $3.9 million in accrued and unpaid interest thereon as of the Petition Date. In addition to the foregoing equity distribution, holders of allowed Class 3 Second Lien Secured Claims shall receive warrants for an additional five percent (5%) of the reorganized equity of Reorganized CPS, with a strike price per unit equal to the per-unit plan equity value of Reorganized CPS as determined in accordance with the Plan (the "Second Lien Warrants"). The Second Lien Warrants shall have a five-year exercise period from the Effective Date and shall be subject to customary anti-dilution protections and other terms as set forth in the warrant agreement to be entered into on the Effective Date.
(c) Management Incentive Plan Reserve. All reorganized equity membership units, including those issued to Class 2 and Class 3 holders and those issuable upon exercise of the Second Lien Warrants, shall be subject to dilution by the Management Incentive Plan (the "MIP"), which reserves an aggregate of ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS for issuance to key employees and members of management, to be allocated pro rata among all equity classes. The terms of the MIP are described in greater detail in Exhibit D below.
A.3 Key Governance Provisions of the Amended and Restated Operating Agreement
The Operating Agreement shall contain governance provisions that are customary for a manager-managed limited liability company of this type and size. The principal governance provisions are summarized below:
Board of Managers. Reorganized CPS shall be managed by a board of managers (the "Board") consisting of five (5) members, as identified in Exhibit D hereto. The composition of the Board reflects the allocation of reorganized equity among the principal stakeholder constituencies and the importance of maintaining experienced management leadership through the post-emergence period. The Board seats shall be designated as follows:
(i) Three (3) members shall be designated by the holders of a majority of the reorganized equity membership units distributed to holders of Class 2 First Lien Secured Claims (i.e., by the Ad Hoc Group of First Lien Lenders). As of the date hereof, the Ad Hoc Group of First Lien Lenders is led by Blackmoor Capital Management LLC, Greystone Fixed Income Partners LP, and Wexford Opportunity Fund III LP, each of which holds or manages claims representing a significant portion of the prepetition first lien debt. Each of these three institutions shall designate one Board member.
(ii) One (1) member shall be designated by the holders of a majority of the reorganized equity membership units distributed to holders of Class 3 Second Lien Secured Claims (i.e., by the Ad Hoc Group of Second Lien Noteholders). As of the date hereof, the Ad Hoc Group of Second Lien Noteholders is led by Fenwick Structured Credit Fund II LP, which shall designate one Board member.
(iii) One (1) member shall be the Chief Executive Officer of Reorganized CPS. Marcus J. Reinholdt, who has served as the Chief Executive Officer of CPS since the Company's formation, shall serve as the initial CEO Board member.
Officers. The Board of Managers shall have the authority to appoint officers of Reorganized CPS, including a Chief Executive Officer, Chief Financial Officer, General Counsel, and such other officers as the Board may determine from time to time. The initial officers of Reorganized CPS anticipated as of the Effective Date are as follows:
•  Chief Executive Officer: Marcus J. Reinholdt
•  Chief Financial Officer: Dana Kowalski
•  General Counsel: Preston Yee
Each of the foregoing officers has served in his or her respective capacity during the chapter 11 cases and is expected to continue in such capacity following the Effective Date. The terms of employment of each officer shall be governed by employment agreements to be entered into on or prior to the Effective Date, which employment agreements shall be approved by the Board.
Transfer Restrictions. Membership interests in Reorganized CPS shall be subject to certain transfer restrictions, including, without limitation:
(a) A right of first refusal in favor of Reorganized CPS and the other members, providing that any member desiring to transfer all or any portion of its membership interests must first offer such interests to the other members and the Company on the same terms and conditions as those offered by the proposed third-party transferee;
(b) Tag-along rights, providing that if any member holding a majority of the outstanding membership interests proposes to transfer its interests to a third party, each other member shall have the right to participate in such transfer on the same terms and at the same price per unit;
(c) Drag-along rights, providing that if members holding at least seventy-five percent (75%) of the outstanding membership interests agree to sell their interests to a third party, such members may require all other members to sell their interests to such third party on the same terms and conditions; and
(d) Such other transfer restrictions as are customary for limited liability company operating agreements of companies of similar size and type, including restrictions on transfers to competitors and requirements for compliance with applicable securities laws.
Fiscal Year. The fiscal year of Reorganized CPS shall be the calendar year (January 1 through December 31).
Registered Agent. The registered statutory agent of Reorganized CPS in the State of Ohio shall be designated on or before the Effective Date. The principal office of Reorganized CPS shall remain at 4710 Industrial Corridor Drive, Akron, Ohio 44308.
Dissolution. The Operating Agreement shall contain customary dissolution provisions, providing for dissolution of Reorganized CPS upon the occurrence of certain specified events, including (i) the written consent of members holding at least seventy-five percent (75%) of the outstanding membership interests, (ii) entry of a judicial decree of dissolution, or (iii) any other event causing dissolution under applicable Ohio law.
Indemnification. The Operating Agreement shall provide for indemnification of managers, officers, and other authorized representatives of Reorganized CPS to the fullest extent permitted by Ohio law, including indemnification against claims, damages, losses, and expenses (including attorneys' fees) incurred in connection with their service to the Company, subject to customary exceptions and limitations.
Other Standard Provisions. The Operating Agreement shall contain such other provisions as are customary for limited liability company operating agreements, including provisions relating to capital contributions, distributions (including tax distributions), books and records, meetings and voting, amendments, and dispute resolution.
A.4 Amended and Restated Certificate of Formation (Ohio)
An amended and restated certificate of formation (or articles of organization, as applicable under Ohio law) for Crestline Packaging Solutions LLC shall be prepared and filed with the Ohio Secretary of State on or before the Effective Date. The amended and restated certificate of formation shall reflect the reorganized capital structure of Reorganized CPS as described herein and in the Plan, and shall include updated statutory agent information as determined prior to the Effective Date. The filing of the amended and restated certificate of formation is a condition precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan.
A.5 Dissolution of CPS Holdings Inc.
As contemplated by the Plan, CPS Holdings Inc. shall be dissolved on or promptly following the Effective Date. A certificate of dissolution for CPS Holdings Inc. shall be filed with the Delaware Secretary of State in accordance with Section 275 of the Delaware General Corporation Law. The relevant details of CPS Holdings are as follows:
•  Entity Name: CPS Holdings Inc.
•  Entity Type: Delaware corporation
•  Employer Identification Number: 82-3491657
•  Registered Agent: National Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801
•  Sole Asset: 100% membership interest in Crestline Packaging Solutions LLC
•  Operations: CPS Holdings had no separate operations, employees, or assets other than its membership interest in CPS. CPS Holdings was organized in 2017 solely to serve as an intermediate holding company between the Sponsor (Thornfield Capital Partners LP) and CPS.
Upon the dissolution of CPS Holdings, the 100% membership interest in CPS previously held by CPS Holdings shall be cancelled pursuant to the Plan, and the reorganized equity membership units of Reorganized CPS shall be distributed directly to the holders of allowed Class 2 and Class 3 claims as described in Section A.2 above. No further corporate action shall be required with respect to CPS Holdings following the filing of the certificate of dissolution with the Delaware Secretary of State.
EXHIBIT B
SCHEDULE OF REJECTED EXECUTORY CONTRACTS AND UNEXPIRED LEASES
B.1 General Provisions
Pursuant to Article VII of the Plan, and in accordance with sections 365 and 1123(b)(2) of the Bankruptcy Code, all executory contracts and unexpired leases to which the Debtors are parties shall be deemed assumed by Reorganized CPS as of the Effective Date, except for any executory contract or unexpired lease that: (a) has been previously assumed or rejected by order of this Court entered prior to the Effective Date; (b) is the subject of a pending motion to assume or reject as of the Effective Date; (c) is specifically listed on this Schedule of Rejected Executory Contracts and Unexpired Leases (this "Exhibit B"); or (d) is otherwise not expressly assumed pursuant to the Plan or this Plan Supplement.
Any executory contract or unexpired lease that is not assumed in accordance with the foregoing provisions shall be deemed rejected as of the Effective Date. The Confirmation Order shall constitute an order of this Court approving such assumptions and rejections pursuant to sections 365 and 1123 of the Bankruptcy Code.
Bar Date for Rejection Damage Claims. The bar date for filing proofs of claim on account of rejection damages arising from the rejection of any executory contract or unexpired lease under the Plan shall be thirty (30) days after the Effective Date (the "Rejection Damages Bar Date"). Any claims for rejection damages that are not filed on or before the Rejection Damages Bar Date shall be forever barred, estopped, and enjoined from assertion against the Debtors, Reorganized CPS, or their respective estates, and shall not be enforceable against the Debtors, Reorganized CPS, or their respective properties.
Classification and Treatment of Rejection Damage Claims. Any allowed rejection damage claims shall be classified as Class 4 General Unsecured Claims under the Plan. Holders of allowed Class 4 General Unsecured Claims shall share pro rata in the $1.5 million cash pool established under the Plan for the benefit of such class. Based on the Debtors' current estimate of total Class 4 General Unsecured Claims of approximately $14.8 million (inclusive of estimated rejection damage claims and deficiency claims), the estimated recovery for holders of allowed Class 4 General Unsecured Claims is approximately 10.1 cents on the dollar. The actual recovery may be higher or lower depending on the final allowed amount of Class 4 claims.
B.2 Schedule of Specifically Rejected Contracts and Leases
The following executory contracts and unexpired leases are specifically rejected as of the Effective Date pursuant to the Plan:
The Debtors anticipate that the number of rejected contracts will be limited, as the Debtors' operations are continuing as a going concern and the vast majority of the Debtors' material commercial relationships are being preserved through assumption. Most material contracts, including the Debtors' key supply agreements, equipment leases, and real property leases, are being assumed as set forth in Exhibit C hereto.
The Debtors reserve the right to supplement this schedule at any time prior to the Effective Date to add any additional executory contracts or unexpired leases that the Debtors determine, in the exercise of their business judgment and subject to the consent rights set forth in the RSA, should be rejected in connection with the consummation of the Plan. Any such supplement shall be filed with the Court and served on all required parties as set forth in the Reservation of Rights section below.
EXHIBIT C
SCHEDULE OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH CURE AMOUNTS
C.1 General Provisions
Pursuant to Article VII of the Plan, and in accordance with sections 365 and 1123(b)(2) of the Bankruptcy Code, the following executory contracts and unexpired leases are assumed by the Reorganized Debtors as of the Effective Date, and all rights of Reorganized CPS under such contracts and leases shall be preserved. The assumption of each such contract and lease is an exercise of the Debtors' sound business judgment and is in the best interests of the Debtors' estates and their creditors.
Cure of Defaults. All defaults (other than defaults that are unenforceable under applicable non-bankruptcy law) under each assumed executory contract and unexpired lease shall be cured by the payment of the applicable cure amount set forth in the schedule below (the "Cure Amount"), in cash, on the Effective Date or as soon as reasonably practicable thereafter. The Cure Amounts set forth herein represent the Debtors' good-faith calculation of the amounts necessary to cure all prepetition monetary defaults under each assumed contract and lease. The Debtors believe that no non-monetary defaults exist under any assumed contract or lease that would require cure.
Cure Amount Dispute Resolution. Counterparties to assumed executory contracts and unexpired leases who dispute the Cure Amount set forth herein with respect to their contract or lease must file a written objection with the Court no later than fourteen (14) days prior to the Confirmation Hearing (i.e., by August 15, 2022). Any such objection must set forth with specificity the basis for the dispute, including the counterparty's calculation of the alleged cure amount and supporting documentation. If a Cure Amount dispute cannot be resolved consensually between the Debtors and the objecting counterparty, the Court shall determine the appropriate Cure Amount at or after the Confirmation Hearing. Pending the resolution of any Cure Amount dispute, the Debtors may assume the applicable contract or lease and shall pay the undisputed portion of the Cure Amount on the Effective Date, with the disputed portion to be held in reserve pending resolution.
C.2 Schedule of Assumed Contracts and Leases
The Debtors reserve the right to supplement this schedule prior to the Effective Date to add additional executory contracts or unexpired leases to be assumed by Reorganized CPS. Any such supplement shall be filed with the Court and served on all required parties, and the applicable counterparties shall be given no fewer than fourteen (14) days' notice and an opportunity to object to the proposed assumption and Cure Amount.
C.3 Summary of Aggregate Cure Amounts
The total aggregate Cure Amounts payable by Reorganized CPS on or promptly following the Effective Date, based on the schedule set forth above, are as follows:
Total Cure Amounts: $126,000.00 (subject to supplementation)
The Debtors provide the following additional information with respect to certain of the assumed contracts:
Northstar Polymers Inc. — Resin Supply Agreement (Contract No. 1). The Northstar Polymers resin supply agreement is deemed critical to the Debtors' ongoing manufacturing operations, as Northstar is the primary supplier of HDPE and specialty resins used in the production of drums, intermediate bulk containers ("IBCs"), and containment vessels at all four CPS manufacturing facilities. On June 21, 2022, this Court entered the Order Authorizing Payment of Certain Critical Vendor Claims [Dkt. 18] (the "Critical Vendor Order"), which authorized the Debtors to pay prepetition claims of certain critical vendors, including Northstar Polymers, in an aggregate amount not to exceed $6.8 million. All prepetition amounts owed to Northstar were paid in accordance with the Critical Vendor Order, and accordingly no cure arrearage exists with respect to this contract. The continued supply of resin from Northstar is essential to uninterrupted production at CPS's facilities, which collectively employ approximately 975 workers across the Akron and Ravenna, Ohio metropolitan area.
Meridian Industrial Leasing Corp. — Master Equipment Lease (Contract No. 2). The Meridian equipment lease covers critical extrusion and secondary processing equipment located at Plant 4 in Ravenna, Ohio (1480 State Route 59, Ravenna, OH 44266). Plant 4 is CPS's largest manufacturing facility and employs approximately 240 workers. The equipment subject to the lease includes six blow molding machines and two extrusion lines that are essential to the production of large-format industrial packaging products. The lease is current on all monetary obligations, and no cure payment is required. The Debtors intend to continue operating Plant 4 at or near full capacity following the Effective Date.
Benchmark Real Estate Holdings LLC — Warehouse Lease (Contract No. 3). The Benchmark warehouse lease covers approximately 85,000 square feet of warehouse and distribution space at 900 Darrow Road, Akron, Ohio 44305. The warehouse is used for the warehousing and distribution of finished packaging products and is strategically located near CPS's corporate headquarters and Plant 1 operations. The Cure Amount of $126,000 reflects three months of unpaid rent that accrued prepetition ($42,000 per month × 3 months = $126,000), representing rent for the months of April 2022, May 2022, and the partial month of June 2022 (through the Petition Date). The Debtors require continued access to this warehouse facility to support their distribution logistics and customer delivery commitments, and accordingly the assumption of this lease is in the best interests of the estate.
EXHIBIT D
IDENTITY OF NEW BOARD MEMBERS OF REORGANIZED CRESTLINE PACKAGING SOLUTIONS LLC
D.1 Composition of the New Board of Managers
Pursuant to Section 5.5 of the Plan, the reorganized board of managers (the "Board") of Crestline Packaging Solutions LLC shall consist of five (5) members, effective as of the Effective Date. The composition of the Board reflects the terms negotiated among the Debtors, the Ad Hoc Group of First Lien Lenders, and the Ad Hoc Group of Second Lien Noteholders, as embodied in the RSA and the Plan. The allocation of Board seats is proportionate to the allocation of reorganized equity, with three seats designated by the first lien constituency (which will hold 92% of reorganized equity), one seat designated by the second lien constituency (which will hold 8% of reorganized equity, plus warrants), and one seat reserved for the Chief Executive Officer of Reorganized CPS.
The initial members of the Board, and the constituencies designating each, are as follows:
D.2 Board Governance
The new Board of Managers shall serve in accordance with, and shall be subject to, the terms of the Amended and Restated Operating Agreement of Reorganized CPS (Exhibit A). The following additional governance matters are noted:
Board Composition and Representation. The composition of the Board reflects the allocation of reorganized equity under the Plan: 92% to holders of Class 2 First Lien Secured Claims (three Board seats), 8% to holders of Class 3 Second Lien Secured Claims (one Board seat), and one management seat for the CEO. The designation rights of the first lien and second lien constituencies shall continue for so long as such constituencies hold a specified minimum percentage of the reorganized equity, as more fully set forth in the Operating Agreement.
Directors' and Officers' Insurance. The Debtors have maintained directors' and officers' liability insurance (the "D&O Policy") through Apex Indemnity Insurance Company throughout the chapter 11 cases. A D&O tail insurance policy has been procured to provide coverage for pre-Effective Date acts and omissions of the Debtors' officers, directors, and managers, with an aggregate coverage limit of $15.0 million and a tail premium of $1.2 million. The tail premium has been or will be paid from estate funds as an allowed administrative expense. Reorganized CPS shall obtain new directors' and officers' liability insurance coverage effective on or prior to the Effective Date, in an amount and on terms acceptable to the Board, to provide coverage for the post-Effective Date acts and omissions of the Board members and officers of Reorganized CPS.
Management Incentive Plan. The Board shall have the authority to establish, adopt, and administer the Management Incentive Plan (the "MIP") on or after the Effective Date. The MIP shall reserve ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS for issuance to key employees and members of management, with awards to be made at the discretion of the Board. The MIP equity shall dilute all existing equity classes (including the Class 2 first lien equity, the Class 3 second lien equity, and the Second Lien Warrants) on a pro rata basis. The material terms of the MIP, as currently contemplated, are as follows:
(a) Eligible Participants: Key employees and senior management of Reorganized CPS, as designated by the Board.
(b) Total MIP Pool: Ten percent (10%) of the fully diluted reorganized equity of Reorganized CPS.
(c) Vesting Schedule: Fifty percent (50%) of each MIP participant's award shall be subject to time-based vesting, with a three-year cliff vesting period from the date of grant. The remaining fifty percent (50%) of each MIP participant's award shall be subject to performance-based vesting, tied to the achievement of specified Consolidated EBITDA targets to be established by the Board.
(d) Award Types: The Board may issue MIP awards in the form of membership unit options, restricted membership units, profits interests, or such other equity-based instruments as the Board may determine in its discretion.
(e) Anti-Dilution: MIP awards shall be subject to customary anti-dilution protections upon the occurrence of certain events, as set forth in the MIP plan documents to be adopted by the Board.
The specific terms of the MIP, including the allocation of awards among eligible participants, the EBITDA targets applicable to performance-based vesting, and the exercise or purchase price (if any) for MIP awards, shall be determined by the Board following the Effective Date and shall be set forth in a separate MIP plan document to be adopted by the Board.
EXHIBIT E
SUMMARY TERMS OF THE NEW FIRST LIEN TAKE-BACK TERM LOAN CREDIT AGREEMENT
E.1 Overview.  On the Effective Date, Reorganized Crestline Packaging Solutions LLC shall enter into the New First Lien Take-Back Term Loan Credit Agreement (the "Exit Credit Agreement") as contemplated by Article IV of the Plan and the RSA dated July 8, 2022. The Exit Credit Agreement provides for a new senior secured first lien term loan facility in the original principal amount of $12,500,000 ($12.5 million) (the "Exit Term Loan").
The Exit Term Loan is a "take-back" facility, meaning that participating holders of allowed Class 2 First Lien Secured Claims may elect to roll a portion of their prepetition first lien claims into new secured take-back debt in lieu of receiving a corresponding portion of reorganized equity. The take-back election is available to all holders of allowed Class 2 First Lien Secured Claims, and the aggregate principal amount of the Exit Term Loan has been set at $12.5 million based on the terms agreed upon among the Debtors and the Ad Hoc Group of First Lien Lenders as reflected in the RSA. The pro rata allocation of the Exit Term Loan among electing first lien lenders shall be determined in accordance with the allocation mechanics set forth in the Plan.
The Exit Credit Agreement has been negotiated at arm's length among the Debtors and the Ad Hoc Group of First Lien Lenders, with the assistance of their respective financial and legal advisors. Ridgeline National Bank, N.A. has agreed to serve as Administrative Agent under the Exit Credit Agreement. The summary of principal terms set forth below is for informational purposes only and is qualified in its entirety by the definitive Exit Credit Agreement, the final form of which shall be filed with the Court on or before the date that is five (5) business days prior to the Confirmation Hearing.
E.2 Term Sheet — Summary of Principal Terms
The following table summarizes the principal terms of the Exit Credit Agreement:
E.3 Conditions Precedent to Effectiveness
The effectiveness of the Exit Credit Agreement shall be subject to the satisfaction or waiver of the following conditions precedent:
(a) Confirmation Order. The Bankruptcy Court shall have entered the Confirmation Order confirming the Plan, and such order shall have become a final order or, alternatively, shall not have been stayed, reversed, or vacated.
(b) Effective Date. The Effective Date of the Plan shall have occurred or shall occur simultaneously with the effectiveness of the Exit Credit Agreement.
(c) Execution and Delivery. The Exit Credit Agreement and all related loan documents, including the security agreement, pledge agreement, UCC-1 financing statements, and any other documents required by the Administrative Agent, shall have been duly executed and delivered by the Borrower, the Administrative Agent, and each of the Lenders.
(d) Closing Documents. The Administrative Agent shall have received the following customary closing documents, in form and substance satisfactory to the Administrative Agent:
(i) the Amended and Restated Operating Agreement and Amended and Restated Certificate of Formation of Reorganized CPS, as filed with the Ohio Secretary of State;
(ii) an officer's certificate of the Borrower, certifying as to (A) the resolutions of the Board of Managers authorizing the execution and delivery of the Exit Credit Agreement and related documents, (B) the incumbency and specimen signatures of the officers authorized to execute such documents, and (C) the truth and accuracy of the representations and warranties as of the Closing Date;
(iii) a certificate of good standing (or equivalent) for Reorganized CPS from the Ohio Secretary of State, dated no more than ten (10) days prior to the Closing Date;
(iv) legal opinions from Calderwood & Harkness LLP (debtor's counsel) and Kellner & Hartwick LLP (local co-counsel), in customary form, addressing due authorization, execution, enforceability, no conflicts, and such other matters as the Administrative Agent may reasonably request; and
(v) evidence of insurance, including certificates of insurance demonstrating that Reorganized CPS maintains insurance coverage in types, amounts, and with carriers satisfactory to the Administrative Agent.
(e) Payment of Agent Fees and Expenses. All fees and expenses of Ridgeline National Bank, N.A. as Administrative Agent, including legal fees and expenses of Agent's counsel, shall have been paid in full.
(f) DIP Facility Repayment. The DIP Credit Facility (the $30.0 million senior secured superpriority revolving credit facility entered into pursuant to the DIP Credit Agreement dated June 24, 2022, between the Debtors and Ridgeline National Bank, N.A. as DIP Agent, bearing interest at SOFR + 500 basis points) shall have been repaid in full from the proceeds of exit financing, available cash, and/or other sources of funds available to the Debtors on the Effective Date. All liens and security interests securing the DIP Credit Facility shall have been terminated and released.
(g) Plan Conditions. All other conditions precedent to the occurrence of the Effective Date as set forth in Article IX of the Plan shall have been satisfied or waived in accordance with the terms thereof.
E.4 Post-Effective Date Reporting
Reorganized CPS shall be subject to the following reporting obligations under the Exit Credit Agreement, which are in addition to any reporting obligations imposed by the Confirmation Order or applicable law:
(a) Quarterly Financial Statements. Unaudited consolidated financial statements (including a balance sheet, income statement, and statement of cash flows) for each fiscal quarter, to be delivered to the Administrative Agent and the Lenders within forty-five (45) days after the end of each fiscal quarter.
(b) Annual Financial Statements. Audited consolidated financial statements (including a balance sheet, income statement, statement of cash flows, and notes thereto), prepared in accordance with GAAP and audited by an independent registered public accounting firm of national or regional standing selected by Reorganized CPS and acceptable to the Required Lenders, to be delivered to the Administrative Agent and the Lenders within ninety (90) days after the end of each fiscal year.
(c) Compliance Certificates. A compliance certificate, signed by the Chief Financial Officer of Reorganized CPS, to be delivered concurrently with each quarterly and annual financial statement delivery, certifying (i) that no Event of Default has occurred and is continuing (or, if any Event of Default has occurred and is continuing, a description thereof and the steps being taken to cure or remediate such Event of Default), and (ii) the calculation of the Total Net Leverage Ratio as of the applicable measurement date.
(d) Annual Budget and Projections. An annual operating budget and financial projections for the upcoming fiscal year, to be delivered to the Administrative Agent and the Lenders within sixty (60) days after the beginning of each fiscal year.
RESERVATION OF RIGHTS
The Debtors hereby reserve the right to amend, modify, supplement, or withdraw any exhibit, schedule, or other document contained in this Plan Supplement at any time prior to the Effective Date of the Plan, subject to and in accordance with the terms of the Plan, the RSA, the Confirmation Order, and any other applicable order of the Court. Without limiting the generality of the foregoing, the Debtors specifically reserve the right to:
(a) supplement the Schedule of Rejected Executory Contracts and Unexpired Leases (Exhibit B) to add any additional contracts or leases to be rejected;
(b) supplement the Schedule of Assumed Executory Contracts and Unexpired Leases with Cure Amounts (Exhibit C) to add any additional contracts or leases to be assumed, and to modify any stated Cure Amount to the extent required by agreement of the parties or order of the Court;
(c) modify the identity of the members of the Board of Managers (Exhibit D) to the extent necessary or appropriate, subject to the designation rights of the applicable stakeholder constituencies;
(d) modify the terms of the Exit Credit Agreement (Exhibit E) to the extent consented to by the requisite parties; and
(e) make any other amendments or modifications to this Plan Supplement that are consistent with the Plan and the RSA and that do not materially and adversely affect the treatment of any class of claims or interests under the Plan.
To the extent any amendments or supplements to this Plan Supplement are filed, the Debtors shall file such amendments or supplements with the Court and serve them on the following parties:
(i) the Office of the United States Trustee, Region 9, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114;
(ii) counsel to the Ad Hoc Group of First Lien Lenders, Hargrove, Mitchell & Saunders LLP, Attn: Victoria Kline, Esq., 51 West 52nd Street, New York, New York 10019;
(iii) counsel to the Ad Hoc Group of Second Lien Noteholders, Pemberton & Locke LLP, Attn: Raymond Delvecchio, Esq., 1 Liberty Plaza, New York, New York 10006;
(iv) Ridgeline National Bank, N.A., as Administrative Agent under the Prepetition First Lien Credit Agreement and as DIP Agent under the DIP Credit Agreement, 200 Public Square, Cleveland, Ohio 44114;
(v) Continental Fiduciary Trust Company, as Indenture Trustee under the Prepetition Second Lien Note Purchase Agreement, 101 Barclay Street, New York, New York 10286; and
(vi) all other parties who have filed notices of appearance and requests for service of papers in these chapter 11 cases.
Dated: August 15, 2022 Cleveland, Ohio
Respectfully submitted,
CALDERWOOD & HARKNESS LLP Counsel to the Debtors and Debtors in Possession
By: ________
Colette Whitman (Responsible Partner) Nathaniel Bower (Billing Partner) Gabrielle Moss (Lead Associate) Amy Chesterton (Working Associate)
30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
— and —
127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780
KELLNER & HARTWICK LLP Local Co-Counsel to the Debtors and Debtors in Possession
By: ________
Bruce Tatelman (Lead Partner)
600 Superior Avenue East, Suite 1800 Cleveland, Ohio 44114 Telephone: (216) 861-7000 Facsimile: (216) 861-7119
CERTIFICATE OF SERVICE
I, Amy Chesterton, an associate at Calderwood & Harkness LLP, hereby certify that on August 15, 2022, I caused a true and correct copy of the foregoing Plan Supplement to the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. to be served upon all parties entitled to notice in these chapter 11 cases, including, without limitation, the following:
1.  Office of the United States Trustee, Region 9
Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, Ohio 44114
2.  Hargrove, Mitchell & Saunders LLP
Attn: Victoria Kline, Esq.
Counsel to the Ad Hoc Group of First Lien Lenders 51 West 52nd Street New York, New York 10019
3.  Pemberton & Locke LLP
Attn: Raymond Delvecchio, Esq.
Counsel to the Ad Hoc Group of Second Lien Noteholders 1 Liberty Plaza New York, New York 10006
4.  Ridgeline National Bank, N.A.
Administrative Agent and DIP Agent 200 Public Square Cleveland, Ohio 44114
5.  Continental Fiduciary Trust Company
Indenture Trustee 101 Barclay Street New York, New York 10286
6.  All other parties who have filed notices of appearance and requests for service of papers in these chapter 11 cases, as reflected on the service list maintained by Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, Minnesota 55117.
Service was effected by electronic transmission via the Court's CM/ECF system to all registered users, and by first-class mail, postage prepaid, to all other parties on the service list who are not registered CM/ECF users.
________________________________________
Amy Chesterton Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000
In re:
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,¹ | Case No. 22-51247
Debtors. | (Jointly Administered)
Chapter 11
No. | Counterparty | Description of Agreement | Date of Agreement | Reason for Rejection
1 | Lakefront Event Catering LLC (Cleveland, OH) | Corporate Event Catering and Hospitality Services Agreement | November 15, 2020 | Contract is not necessary for ongoing operations; cost-reduction measure
2 | Pinnacle Fleet Services Inc. (Columbus, OH) | Vehicle Fleet Lease and Maintenance Agreement — 12 light-duty vehicles used for sales and administrative purposes | April 1, 2021 | Reorganized CPS intends to enter into a replacement fleet agreement on more favorable terms post-emergence
3 | DataStream Analytics Corp. (San Jose, CA) | Enterprise Analytics Software License and Services Agreement | January 10, 2020 | Software platform is being replaced by an integrated ERP module; license is redundant
No. | Counterparty | Description of Agreement | Date of Agreement | Key Terms | Monthly Payment | Cure Amount
1 | Northstar Polymers Inc. (Houston, TX) | Resin Supply Agreement — supply of HDPE and specialty resins for drum, IBC, and containment vessel manufacturing at all four CPS facilities (Plants 1–4) | March 1, 2019 | 5-year term expiring February 28, 2024; volume-based pricing for HDPE resin indexed to Gulf Coast spot pricing; annual price adjustment mechanism; requirements contract; minimum annual purchase commitment of 18 million pounds | Variable (based on monthly volume; approximately $1.8–$2.4 million per month based on historical purchasing patterns) | $0.00 (current on all obligations)
2 | Meridian Industrial Leasing Corp. (Cleveland, OH) | Master Equipment Lease — extrusion and secondary processing equipment at Plant 4, 1480 State Route 59, Ravenna, OH 44266 | June 15, 2020 | 7-year master lease term expiring June 14, 2027; triple-net lease; lessee responsible for maintenance, insurance, and taxes; covers six (6) blow molding machines, two (2) extrusion lines, and ancillary processing equipment | $87,500 per month | $0.00 (current on all obligations)
3 | Benchmark Real Estate Holdings LLC (Akron, OH) | Warehouse Lease — leased warehouse and distribution facility at 900 Darrow Road, Akron, OH 44305 | September 1, 2020 | Lease term expires December 31, 2025; approximately 85,000 square feet of warehouse and distribution space; used for warehousing and distribution of finished packaging products near CPS headquarters and Plant 1 | $42,000 per month | $126,000.00 (three months of prepetition rent arrears: April 2022, May 2022, and partial June 2022, at $42,000 per month)
4 | Westmark Corporation (Akron, OH) | Commercial Electric Service Agreement — electric utility service to Plant 1, 4710 Industrial Corridor Drive, Akron, OH 44308 | Ongoing commercial service agreement | Standard commercial electric service; demand-based rate schedule; no fixed term | Variable (approximately $185,000–$225,000 per month based on production levels) | $0.00 (authorized for payment under first day orders)
5 | Northpoint Partners LLC (Akron, OH) | Commercial Natural Gas Service Agreement — natural gas utility service to Plant 1 and Plant 2 | Ongoing commercial service agreement | Standard commercial natural gas service; tariff-based pricing | Variable (approximately $45,000–$65,000 per month, seasonal) | $0.00 (authorized for payment under first day orders)
6 | TransPak Logistics Inc. (Canton, OH) | Freight and Transportation Services Agreement — outbound freight logistics for finished packaging products from all CPS facilities | July 1, 2021 | 3-year term expiring June 30, 2024; rate schedule subject to annual adjustment; full truckload and less-than-truckload services | Variable (approximately $320,000–$400,000 per month based on shipping volume) | $0.00 (current on all obligations)
7 | Crestline Services Inc. (Newtown Square, PA) | Enterprise Resource Planning (ERP) Software License and Support Agreement | January 1, 2018 | Perpetual license with annual maintenance and support fees; covers production planning, inventory management, financials, and HR modules across all CPS operations | $28,500 per month (maintenance and support) | $0.00 (current on all obligations)
8 | Summit Staffing Solutions LLC (Akron, OH) | Temporary Staffing Services Agreement — supplemental production staffing for Plants 1–4 | February 15, 2021 | 2-year auto-renewing term; rate schedule for various skill levels; covers temporary and seasonal production workers | Variable (approximately $150,000–$250,000 per month depending on seasonal demand) | $0.00 (authorized for payment under first day orders)
Seat | Name | Designating Constituency | Background and Qualifications
1 | Arthur Ng | Ad Hoc Group of First Lien Lenders (designated by Blackmoor Capital Management LLC) | Mr. Ng is a Principal at Blackmoor Capital Management LLC, located at 399 Park Avenue, 18th Floor, New York, NY 10043. Mr. Ng has over fifteen years of experience in credit investing and portfolio company governance, with a particular focus on middle-market industrial companies. Mr. Ng currently serves on the boards of three other portfolio companies and brings extensive expertise in financial oversight, capital allocation, and strategic planning.
2 | Sandra Ibanez | Ad Hoc Group of First Lien Lenders (designated by Greystone Fixed Income Partners LP) | Ms. Ibanez is a Principal at Greystone Fixed Income Partners LP, located at One Financial Center, Suite 2800, Boston, MA 02111. Ms. Ibanez has a distinguished background in credit fund management and restructuring oversight spanning more than twelve years. She has served on numerous boards of directors and advisory committees in connection with restructured companies and brings significant experience in post-emergence governance, operational improvement, and value creation.
3 | Derek Loomis | Ad Hoc Group of First Lien Lenders (designated by Wexford Opportunity Fund III LP) | Mr. Loomis is a Principal at Wexford Opportunity Fund III LP, located at 1801 Century Park East, Suite 1450, Los Angeles, CA 90067. Mr. Loomis has over a decade of experience in distressed investing and operational turnarounds, with particular expertise in the manufacturing and industrial packaging sectors. Mr. Loomis has previously led board-level oversight of turnaround initiatives at multiple portfolio companies and brings a strong operational perspective to the Board.
4 | Liam Driscoll | Ad Hoc Group of Second Lien Noteholders (designated by Fenwick Structured Credit Fund II LP) | Mr. Driscoll is a Principal at Fenwick Structured Credit Fund II LP, located at 200 Clarendon Street, 40th Floor, Boston, MA 02116. Mr. Driscoll has extensive expertise in structured credit and mezzanine investing, and has been actively involved in the governance of numerous restructured and sponsor-backed companies. Mr. Driscoll brings valuable perspective on capital structure optimization and risk management.
5 | Marcus J. Reinholdt | Management / CEO Seat | Mr. Reinholdt is the Chief Executive Officer of Crestline Packaging Solutions LLC, with principal offices at 4710 Industrial Corridor Drive, Akron, OH 44308. Mr. Reinholdt has served as CEO of CPS since the Company's formation and has deep operational knowledge of the specialty industrial packaging manufacturing industry. Under Mr. Reinholdt's leadership, CPS has grown to become one of the leading producers of high-density polyethylene drums, IBCs, and specialty containment vessels in the United States, with four manufacturing facilities and approximately 975 employees. Mr. Reinholdt's continued leadership is viewed by all key stakeholder constituencies as critical to the success of the reorganized enterprise.
Term | Description
Borrower | Reorganized Crestline Packaging Solutions LLC, an Ohio limited liability company, EIN 31-1782094, with its principal office at 4710 Industrial Corridor Drive, Akron, OH 44308
Administrative Agent | Ridgeline National Bank, N.A., located at 200 Public Square, Cleveland, OH 44114
Lenders | Holders of allowed Class 2 First Lien Secured Claims electing to participate in the Exit Term Loan, on a pro rata basis based on such holders' respective shares of the aggregate Class 2 claims
Facility Type | Senior secured first lien term loan
Principal Amount | $12,500,000 (twelve million five hundred thousand dollars)
Interest Rate | Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum, with a SOFR floor of 1.00%. Interest shall be payable quarterly in arrears on the last business day of each fiscal quarter.
Default Rate | Upon the occurrence and during the continuance of any Event of Default, an additional 200 basis points per annum above the otherwise applicable interest rate shall apply to all outstanding obligations
Maturity Date | August 31, 2028 (approximately five years and eleven months from the anticipated Effective Date of September 30, 2022, as specified in the Plan)
Amortization | 1.00% per annum of the original principal amount ($125,000 per year), payable quarterly in equal installments of $31,250 per quarter. The balance of the principal amount shall be due and payable on the Maturity Date.
Mandatory Prepayments | Customary mandatory prepayment provisions, including: (a) Excess Cash Flow Sweep: commencing with the fiscal year ending December 31, 2023, 50% of Excess Cash Flow (as defined in the Exit Credit Agreement, generally meaning Consolidated EBITDA less cash taxes, cash interest, capital expenditures, mandatory debt service, and changes in working capital) if the Total Net Leverage Ratio exceeds 3.50x, stepping down to 25% if the Total Net Leverage Ratio is between 2.50x and 3.50x, and 0% if the Total Net Leverage Ratio is below 2.50x; (b) Asset Sale Proceeds: 100% of Net Cash Proceeds from asset sales or other dispositions of property (other than ordinary course dispositions), subject to a reinvestment right of up to twelve months and a de minimis threshold of $500,000; and (c) Insurance and Condemnation Proceeds: 100% of Net Cash Proceeds from casualty events and condemnation proceedings, subject to a reinvestment right of up to twelve months.
Voluntary Prepayments | Permitted at any time, in whole or in part, without premium or penalty, subject to (i) a minimum prepayment amount of $250,000 (or the remaining outstanding balance, if less) and (ii) customary SOFR breakage costs for prepayments made on a date other than the last day of an interest period
Security / Collateral | First-priority lien on and security interest in substantially all assets of Reorganized Crestline Packaging Solutions LLC, including without limitation: (a) all personal property, including accounts, inventory, equipment, fixtures, general intangibles (including intellectual property, patents, trademarks, and trade names), chattel paper, instruments, documents, deposit accounts, letter-of-credit rights, commercial tort claims, and investment property; (b) all real property interests, including leasehold interests and any fee interests; (c) all equity interests in any current or future subsidiaries of the Borrower; and (d) all products, proceeds, rents, and profits of any of the foregoing. Lien priority shall be established by the filing of UCC-1 financing statements and such other perfection actions as are customary.
Guarantees | None. Following the dissolution of CPS Holdings Inc., Reorganized CPS will be a single-entity borrower with no subsidiaries or affiliates that would serve as guarantors.
Financial Covenants | Maximum Total Net Leverage Ratio: The Borrower shall maintain a Maximum Total Net Leverage Ratio not to exceed 4.50x, tested quarterly as of the last day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Effective Date. The Total Net Leverage Ratio shall be defined as (i) Total Net Debt (i.e., total funded indebtedness less unrestricted cash and cash equivalents on the balance sheet, up to a maximum cash netting amount of $10,000,000) divided by (ii) Consolidated EBITDA for the trailing four fiscal quarters.
Negative Covenants | Customary for senior secured credit facilities of this type and nature, including limitations on: (a) the incurrence of additional indebtedness; (b) the creation of liens; (c) restricted payments (including dividends, distributions, and equity repurchases); (d) investments, loans, and advances; (e) sales, transfers, and other dispositions of assets; (f) transactions with affiliates; (g) fundamental changes (including mergers, consolidations, and liquidations); and (h) amendments or modifications to organizational documents and material contracts. Each negative covenant shall be subject to customary exceptions, baskets, and thresholds as set forth in the definitive Exit Credit Agreement.
Affirmative Covenants | Customary for senior secured credit facilities of this type and nature, including: (a) delivery of quarterly and annual financial statements; (b) delivery of compliance certificates; (c) delivery of annual budgets and financial projections; (d) maintenance of adequate insurance coverage; (e) compliance with applicable laws and regulations; (f) preservation of existence and rights; (g) payment of taxes and other obligations; (h) maintenance of books and records; (i) inspection and audit rights for the Administrative Agent and the Lenders; and (j) notice of material adverse events, defaults, and litigation.
Events of Default | Customary for senior secured credit facilities of this type and nature, including: (a) failure to make payments of principal, interest, or fees when due (subject to a grace period of five (5) business days for interest and fee payments); (b) breach of any financial covenant; (c) breach of any negative covenant (with no cure period); (d) breach of any affirmative covenant (with a thirty (30) day cure period for certain curable covenants); (e) material inaccuracy of representations and warranties; (f) cross-default to other indebtedness in excess of $1,000,000; (g) one or more final, non-appealable judgments in excess of $1,000,000 not covered by insurance; (h) bankruptcy or insolvency events; (i) ERISA events resulting in liabilities in excess of $500,000; (j) actual or asserted invalidity of security interests or loan documents; and (k) change of control events, as defined in the Exit Credit Agreement.
Representations and Warranties | Customary for senior secured credit facilities of this type and nature, made by the Borrower as of the Effective Date (the "Closing Date") and as of each date on which a compliance certificate is delivered. Key representations and warranties include: (a) organization, existence, and good standing; (b) authority and authorization; (c) no conflicts with laws or agreements; (d) financial statements; (e) no material adverse change; (f) properties and assets; (g) litigation and contingent obligations; (h) tax matters; (i) ERISA compliance; (j) environmental matters; (k) intellectual property; (l) solvency; and (m) accuracy of information provided.
Governing Law | The Exit Credit Agreement and all related loan documents shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law).
Relationship to the Plan | The Exit Credit Agreement is entered into pursuant to and in connection with the Plan and the Confirmation Order [Dkt. 112]. The obligations of Reorganized CPS under the Exit Credit Agreement shall constitute allowed administrative or secured claims, as applicable, under the Plan and shall not be subject to any avoidance, reduction, setoff, offset, recharacterization, subordination, counterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or applicable non-bankruptcy law.