1006-00002 · Crestline Packaging Solutions LLC · RSA

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FORM OF JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT

Dated as of [●], 2022

This Joinder Agreement (this "Joinder") is made and entered into as of [●], 2022, by the undersigned party (the "Joining Party"), and is delivered to and acknowledged by the parties to that certain Restructuring Support Agreement, dated as of July 8, 2022 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), by and among Crestline Packaging Solutions LLC, an Ohio limited liability company ("CPS" or "Crestline"), CPS Holdings Inc., a Delaware corporation ("CPS Holdings" and, together with CPS, the "Debtors"), Thornfield Capital Partners LP, a Delaware limited partnership (the "Equity Sponsor"), the Ad Hoc Group of First Lien Lenders (as defined in the RSA), and the Ad Hoc Group of Second Lien Noteholders (as defined in the RSA, and together with the Ad Hoc Group of First Lien Lenders, each a "Consenting Creditor Group"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA.

RECITALS

WHEREAS:

A. The RSA. On July 8, 2022, the Debtors, the Equity Sponsor, and the Consenting Creditors (as defined in the RSA) executed and delivered the RSA, which, together with the Restructuring Term Sheet attached thereto as Exhibit A and the Milestone Schedule attached thereto as Exhibit B (and all other exhibits, schedules, and annexes thereto), sets forth certain agreements among the parties thereto regarding the terms and conditions of a comprehensive restructuring of the Debtors' outstanding funded debt obligations and equity interests (the "Restructuring Transactions") to be implemented through a prepackaged plan of reorganization (the "Plan") to be filed by the Debtors in cases commenced under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) (the "Bankruptcy Court");

B. Joinder Provision. The RSA provides, among other things, that additional holders of First Lien Claims (arising under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "First Lien Credit Agreement"), by and among CPS, as borrower, CPS Holdings, as guarantor, the lenders party thereto from time to time, and Ridgeline National Bank, N.A., as administrative agent and collateral agent (in such capacities, the "First Lien Agent"), consisting of (i) a $175,000,000 first lien term loan facility (the "First Lien Term Loan") and (ii) a $40,000,000 revolving credit facility (the "Revolving Credit Facility" and, together with the First Lien Term Loan, the "First Lien Facilities")) and/or Second Lien Claims (arising under those certain 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) (the "Second Lien Notes"), issued on October 13, 2017 pursuant to that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Second Lien Notes Indenture"), by and among CPS, as issuer, CPS Holdings, as guarantor, and Continental Fiduciary Trust Company, as indenture trustee (the "Second Lien Trustee"), in the original aggregate principal amount of $60,000,000) may become parties to the RSA, and be bound thereby as "Consenting Creditors" thereunder, by executing and delivering a joinder agreement in the form of this Joinder; and

C. Intent of the Joining Party. The Joining Party desires to become a "Consenting Creditor" under the RSA with respect to the Claims identified on Schedule 1 attached hereto and incorporated herein by reference, and to be bound by all of the terms, conditions, obligations, agreements, representations, warranties, and covenants set forth in the RSA applicable to a "Consenting Creditor" thereunder, in each case effective as of the date hereof and continuing until the termination of the RSA in accordance with its terms.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations, and warranties set forth herein and in the RSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby agrees as follows:

Section 1 — Agreement to Be Bound

The Joining Party hereby agrees, effective as of the date hereof (the "Joinder Date"), to become a party to, and to be fully bound by, all of the terms, conditions, covenants, obligations, agreements, representations, warranties, and other provisions of the RSA (including, without limitation, all exhibits, schedules, annexes, and attachments thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof) as a "Consenting Creditor" with respect to the Claims of the Joining Party listed on Schedule 1 attached hereto.

Based upon the nature of the Claims identified on Schedule 1, the Joining Party shall be deemed a "Consenting First Lien Lender" (to the extent such Claims constitute First Lien Claims arising under the First Lien Credit Agreement) and/or a "Consenting Second Lien Noteholder" (to the extent such Claims constitute Second Lien Claims arising under the Second Lien Notes Indenture), as applicable, for all purposes under the RSA, and shall have all of the rights, benefits, privileges, and obligations attendant to such status as set forth in the RSA.

From and after the Joinder Date, all references in the RSA to "Consenting Creditors," "Consenting First Lien Lenders," and/or "Consenting Second Lien Noteholders," as applicable, shall be deemed to include the Joining Party, and the Joining Party shall be entitled to all rights and subject to all obligations, in each case, on the same basis as if the Joining Party had been an original signatory to the RSA on July 8, 2022.

Section 2 — Representations and Warranties of the Joining Party

The Joining Party hereby represents and warrants to each of the other parties to the RSA as follows:

2.1 Legal Capacity and Authority. The Joining Party is duly organized or formed, validly existing, and in good standing (or the equivalent thereof, to the extent such concept is applicable) under the laws of the jurisdiction of its organization, formation, or incorporation. The Joining Party has all requisite corporate, partnership, limited liability company, or other applicable organizational power and authority to execute, deliver, and perform its obligations under this Joinder and to consummate the transactions contemplated hereby and by the RSA, including, without limitation, the Restructuring Transactions.

2.2 Authorization. The execution, delivery, and performance by the Joining Party of this Joinder and the RSA have been duly authorized by all necessary corporate, partnership, limited liability company, or other applicable organizational action on the part of the Joining Party. No other proceedings, approvals, or consents on the part of the Joining Party are necessary to authorize the execution, delivery, and performance of this Joinder or the RSA by the Joining Party. This Joinder has been duly and validly executed and delivered by the Joining Party and, assuming due authorization, execution, and delivery by each of the other parties hereto, this Joinder and the RSA constitute the legal, valid, and binding obligations of the Joining Party, enforceable against the Joining Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.3 Ownership of Claims. The Joining Party represents and warrants that, as of the Joinder Date, it is the beneficial owner of, or the investment manager or advisor exercising investment discretion with full power and authority to bind the beneficial owner(s) of, the Claims set forth on Schedule 1 hereto. Except as otherwise disclosed on Schedule 1, the Joining Party has not sold, assigned, transferred, pledged, hypothecated, conveyed, or otherwise disposed of, and has not granted any option, right of first refusal, or other right or interest with respect to, any portion of such Claims. The Claims identified on Schedule 1 are owned by the Joining Party free and clear of any and all liens, claims, charges, pledges, security interests, encumbrances, or other interests of any kind or nature of any other person or entity, other than (a) any liens arising under or granted pursuant to the First Lien Credit Agreement (in the case of First Lien Claims) or the Second Lien Notes Indenture (in the case of Second Lien Claims), as applicable, and (b) any restrictions on transfer imposed by applicable securities laws.

2.4 No Conflicts. The execution, delivery, and performance of this Joinder by the Joining Party and the compliance by the Joining Party with all of its obligations under the RSA do not and will not: (a) violate any provision of any law, statute, rule, regulation, order, writ, judgment, injunction, decree, determination, or award of any governmental authority applicable to the Joining Party; (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, or other instrument to which the Joining Party is a party or by which the Joining Party or any of its assets or properties is bound or affected; or (c) require any consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, or other person or entity that has not already been obtained or made and that is in full force and effect.

2.5 Acknowledgment of RSA Terms. The Joining Party acknowledges and confirms that it has received, reviewed, and understands a complete copy of the RSA, including all exhibits, schedules, annexes, and attachments thereto (including, without limitation, the Restructuring Term Sheet attached to the RSA as Exhibit A and the Milestone Schedule attached to the RSA as Exhibit B). The Joining Party understands and agrees to be bound by all obligations, covenants, and agreements applicable to a Consenting Creditor under the RSA, including, without limitation, the following:

(a) Voting Commitment. The obligation to timely vote (or cause to be voted) all of its Claims in favor of the prepackaged Plan of reorganization, and to support the approval of the Disclosure Statement, in each case consistent with the terms of the Restructuring Term Sheet and the RSA, and not to change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote;

(b) Negative Covenants. The obligation not to take, directly or indirectly, any action that is inconsistent with, or that would reasonably be expected to delay, impede, frustrate, or prevent the proposal, solicitation, confirmation, or consummation of the Restructuring Transactions, the Plan, or any of the transactions contemplated by the RSA or the Restructuring Term Sheet;

(c) Compliance with Milestones. Compliance with, and support for, the Milestone Schedule set forth in Exhibit B to the RSA, which provides for the following key milestones:

(i) Petition Date: The Debtors shall commence voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court no later than July 31, 2022;

(ii) Disclosure Statement Approval: The Bankruptcy Court shall have entered an order approving the Disclosure Statement within forty-five (45) calendar days after the Petition Date;

(iii) Plan Confirmation: The Bankruptcy Court shall have entered the Confirmation Order confirming the Plan within ninety (90) calendar days after the Petition Date; and

(iv) Effective Date: The Effective Date of the Plan shall occur within fifteen (15) business days after entry of the Confirmation Order; and

(d) Other Obligations. All other obligations, covenants, and agreements of Consenting Creditors set forth in the RSA, including, without limitation, obligations relating to cooperation with the Debtors, support for first day relief and other case-related motions consistent with the RSA, and restrictions on the acquisition of additional claims or interests except in compliance with the terms of the RSA.

Section 3 — Voting Commitment

The Joining Party irrevocably agrees to timely vote (or cause to be voted) all of its Claims identified on Schedule 1 hereto to accept the Plan and to support approval of the Disclosure Statement, in each case in a manner consistent with the RSA and the Restructuring Term Sheet. The Joining Party shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote without the prior written consent of the Debtors, the Required Consenting First Lien Lenders, and the Required Consenting Second Lien Noteholders (each as defined in the RSA), except as expressly permitted by the terms of the RSA or upon the valid termination of the RSA in accordance with its terms.

The Joining Party further agrees that it shall not, directly or indirectly, (a) object to, delay, impede, or take any other action that is inconsistent with, or that would reasonably be expected to delay, interfere with, or obstruct the proposal, solicitation, confirmation, or consummation of, the Plan or any of the Restructuring Transactions; (b) solicit, encourage, propose, file, support, participate in the formulation of, vote for, or consent to any alternative restructuring transaction, plan of reorganization, arrangement, composition, or other proposal or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring for any of the Debtors other than the Restructuring Transactions contemplated by the RSA and the Plan; or (c) take any other action, directly or indirectly, that is inconsistent with, or that would reasonably be expected to prevent, delay, or impede the successful completion of, the Restructuring Transactions as contemplated by the RSA.

Section 4 — Transfer Restrictions

The Joining Party acknowledges and agrees to be bound by the transfer restrictions and provisions set forth in the RSA applicable to Consenting Creditors with respect to the Claims listed on Schedule 1 hereto. Without limiting the generality of the foregoing, the Joining Party agrees that any sale, transfer, assignment, pledge, hypothecation, participation, or other disposition (each, a "Transfer") of all or any portion of the Claims listed on Schedule 1 (or any interest therein) shall only be made in strict compliance with the transfer provisions set forth in the RSA.

As a condition precedent to the effectiveness of any such Transfer, the transferee of such Claims (or any portion thereof) shall be required to execute and deliver to counsel for the Debtors, counsel for the Ad Hoc Group of First Lien Lenders, and counsel for the Ad Hoc Group of Second Lien Noteholders a joinder agreement substantially in the form of this Joinder, agreeing to be bound by all of the terms and conditions of the RSA as a Consenting Creditor. Any purported Transfer of Claims that does not comply with the foregoing requirements shall be deemed void ab initio and of no force or effect.

Section 5 — Termination

This Joinder shall terminate automatically and without any further action or notice upon the termination of the RSA in accordance with its terms, whether by reason of the occurrence of a Termination Event (as defined in the RSA), mutual written agreement of the parties thereto, or otherwise as provided in the RSA.

Upon the effective termination of this Joinder, the Joining Party shall be automatically and simultaneously released from all of its obligations hereunder and under the RSA, and this Joinder shall be of no further force or effect; provided, however, that (a) any obligations or provisions of the RSA that are expressly stated to survive the termination thereof shall continue in full force and effect in accordance with their terms notwithstanding such termination, and (b) no such termination shall relieve the Joining Party from liability for any breach of this Joinder or the RSA occurring prior to such termination.

Section 6 — Miscellaneous Provisions

6.1 Governing Law. This Joinder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause or permit the application of the laws of any jurisdiction other than the State of New York.

6.2 Jurisdiction; Venue; Waiver of Jury Trial. The Joining Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) (or, if such court does not have jurisdiction over the subject matter of such proceeding, the United States District Court for the Northern District of Ohio, or, if neither the Bankruptcy Court nor such District Court has jurisdiction, any court of the State of Ohio sitting in Summit County) (collectively, the "Chosen Courts") for the purpose of any suit, action, or other proceeding arising out of or relating to this Joinder, the RSA, or any of the transactions contemplated hereby or thereby. The Joining Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any of the Chosen Courts and any claim that any such proceeding has been brought in an inconvenient forum. The Joining Party irrevocably waives all rights to trial by jury in any suit, action, or proceeding arising out of or relating to this Joinder or the RSA.

6.3 Notices. Any notice, request, demand, consent, waiver, or other communication required or permitted to be given under this Joinder shall be given in accordance with, and subject to, the notice provisions set forth in the RSA. The Joining Party's address, facsimile number (if any), and email address for the receipt of notices shall be as set forth on the signature page hereto or as subsequently updated by the Joining Party in writing to the other parties in accordance with the notice provisions of the RSA.

6.4 Amendments. This Joinder may not be amended, modified, supplemented, restated, or waived except in accordance with the amendment, modification, and waiver provisions set forth in the RSA. Any purported amendment, modification, supplement, restatement, or waiver that does not comply with such provisions shall be void and of no force or effect.

6.5 Counterparts; Electronic Delivery. This Joinder may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including Brightwater Software or similar electronic signature platforms) shall be as effective as delivery of a manually executed counterpart hereof.

6.6 Headings. The section headings contained in this Joinder are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Joinder.

6.7 Severability. If any term, provision, covenant, or restriction of this Joinder is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Joinder.

6.8 Entire Agreement. This Joinder, together with the RSA (including all exhibits, schedules, annexes, and attachments thereto), constitutes the entire agreement between the Joining Party and the other parties to the RSA with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, and understandings, whether oral or written, with respect to such subject matter.

6.9 No Third-Party Beneficiaries. Unless expressly stated herein or in the RSA, this Joinder is not intended to, and shall not, confer upon any person or entity other than the parties to the RSA (and their respective successors and permitted assigns) any rights, benefits, or remedies of any nature whatsoever, and no person or entity other than such parties shall have standing to enforce, or shall be deemed a beneficiary of, any provision of this Joinder.

Section 7 — Effectiveness

This Joinder shall become effective and binding upon the Joining Party upon the satisfaction of each of the following conditions:

(a) the execution and delivery of this Joinder by the Joining Party; and

(b) the delivery of a copy of such executed Joinder (which may be delivered by electronic transmission in accordance with Section 6.5) to each of the following:

(i) counsel to the Debtors:

Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112

Attention: Colette Whitman

Email: cwhitman@calderwoodharkness.com

(ii) counsel to the Ad Hoc Group of First Lien Lenders:

Hargrove, Mitchell & Saunders LLP 51 West 52nd Street New York, New York 10019

Attention: Victoria Kline

Email: vkline@hmslaw.com

(iii) counsel to the Ad Hoc Group of Second Lien Noteholders:

Pemberton & Locke LLP 1 Liberty Plaza New York, New York 10006

Attention: Raymond Delvecchio

Email: rdelvecchio@pembertonlocke.com

Upon satisfaction of each of the foregoing conditions, this Joinder shall be deemed effective as of the Joinder Date, and the Joining Party shall be deemed a Consenting Creditor under the RSA for all purposes from and after such date.

[Signature Pages Follow]

SIGNATURE PAGE TO JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT

IN WITNESS WHEREOF, the Joining Party has executed this Joinder as of the date first set forth above.

JOINING PARTY:

[JOINING PARTY NAME]

By: ________

Name: [●]

Title: [●]

Address for Notices:

[●] [●]

Attention: [●]

Telephone: [●]

Email: [●]

Date: [●], 2022

ACKNOWLEDGMENT BY THE DEBTORS

The undersigned Debtors hereby acknowledge and agree to the execution and delivery of this Joinder by the Joining Party and confirm that, from and after the Joinder Date, the Joining Party shall be deemed a Consenting Creditor under the RSA for all purposes.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: [●]

Title: [●]

Date: [●], 2022

CPS HOLDINGS INC.

By: ________

Name: [●]

Title: [●]

Date: [●], 2022

SCHEDULE 1

Claims of the Joining Party

The Joining Party hereby identifies the following Claims with respect to which it is becoming a Consenting Creditor under the RSA:

Instructions: The Joining Party shall list all Claims with respect to which it is joining the RSA as a Consenting Creditor. If the Joining Party holds Claims across multiple tranches or facilities (e.g., First Lien Term Loan Claims, First Lien Revolver Claims, and/or Second Lien Notes Claims), each tranche or facility shall be listed on a separate line in the table above. The Joining Party shall indicate, in the space provided below, whether the Joining Party holds such Claims as (i) the direct beneficial owner thereof, or (ii) an investment manager, investment advisor, or other fiduciary with discretionary authority to bind the beneficial owner(s) of such Claims.

Capacity:

The undersigned holds the Claims listed above as beneficial owner.

The undersigned holds the Claims listed above as investment manager / investment advisor with full discretionary authority to act on behalf of, and to bind, the beneficial owner(s) of such Claims with respect to the RSA and this Joinder. The name(s) of the beneficial owner(s) (or, if applicable, the account name(s)) are set forth in a separate confidential annex delivered simultaneously herewith to counsel for the Debtors.

CERTIFICATION

The undersigned hereby certifies that the information set forth in this Schedule 1 (including any confidential annex delivered in connection herewith) is true, correct, and complete in all material respects as of the Joinder Date, and the undersigned acknowledges that the other parties to the RSA are relying on the accuracy of such information in accepting this Joinder.

[JOINING PARTY NAME]

By: ________

Name: [●]

Title: [●]

Date: [●], 2022

Type of Claim	Description of Indebtedness	Principal Amount Owned ($)	CUSIP / Loan ID (if applicable)
[First Lien Term Loan Claim / First Lien Revolver Claim / Second Lien Notes Claim]	[Insert description — e.g., First Lien Term Loan under First Lien Credit Agreement dated October 13, 2017, with Ridgeline National Bank, N.A. as Administrative Agent / 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) issued under Indenture dated October 13, 2017, with Continental Fiduciary Trust Company as Indenture Trustee]	[●]	[●]

FORM OF JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT
Dated as of [●], 2022
This Joinder Agreement (this "Joinder") is made and entered into as of [●], 2022, by the undersigned party (the "Joining Party"), and is delivered to and acknowledged by the parties to that certain Restructuring Support Agreement, dated as of July 8, 2022 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), by and among Crestline Packaging Solutions LLC, an Ohio limited liability company ("CPS" or "Crestline"), CPS Holdings Inc., a Delaware corporation ("CPS Holdings" and, together with CPS, the "Debtors"), Thornfield Capital Partners LP, a Delaware limited partnership (the "Equity Sponsor"), the Ad Hoc Group of First Lien Lenders (as defined in the RSA), and the Ad Hoc Group of Second Lien Noteholders (as defined in the RSA, and together with the Ad Hoc Group of First Lien Lenders, each a "Consenting Creditor Group"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA.
RECITALS
WHEREAS:
A. The RSA. On July 8, 2022, the Debtors, the Equity Sponsor, and the Consenting Creditors (as defined in the RSA) executed and delivered the RSA, which, together with the Restructuring Term Sheet attached thereto as Exhibit A and the Milestone Schedule attached thereto as Exhibit B (and all other exhibits, schedules, and annexes thereto), sets forth certain agreements among the parties thereto regarding the terms and conditions of a comprehensive restructuring of the Debtors' outstanding funded debt obligations and equity interests (the "Restructuring Transactions") to be implemented through a prepackaged plan of reorganization (the "Plan") to be filed by the Debtors in cases commenced under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) (the "Bankruptcy Court");
B. Joinder Provision. The RSA provides, among other things, that additional holders of First Lien Claims (arising under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "First Lien Credit Agreement"), by and among CPS, as borrower, CPS Holdings, as guarantor, the lenders party thereto from time to time, and Ridgeline National Bank, N.A., as administrative agent and collateral agent (in such capacities, the "First Lien Agent"), consisting of (i) a $175,000,000 first lien term loan facility (the "First Lien Term Loan") and (ii) a $40,000,000 revolving credit facility (the "Revolving Credit Facility" and, together with the First Lien Term Loan, the "First Lien Facilities")) and/or Second Lien Claims (arising under those certain 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) (the "Second Lien Notes"), issued on October 13, 2017 pursuant to that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Second Lien Notes Indenture"), by and among CPS, as issuer, CPS Holdings, as guarantor, and Continental Fiduciary Trust Company, as indenture trustee (the "Second Lien Trustee"), in the original aggregate principal amount of $60,000,000) may become parties to the RSA, and be bound thereby as "Consenting Creditors" thereunder, by executing and delivering a joinder agreement in the form of this Joinder; and
C. Intent of the Joining Party. The Joining Party desires to become a "Consenting Creditor" under the RSA with respect to the Claims identified on Schedule 1 attached hereto and incorporated herein by reference, and to be bound by all of the terms, conditions, obligations, agreements, representations, warranties, and covenants set forth in the RSA applicable to a "Consenting Creditor" thereunder, in each case effective as of the date hereof and continuing until the termination of the RSA in accordance with its terms.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations, and warranties set forth herein and in the RSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby agrees as follows:
Section 1 — Agreement to Be Bound
The Joining Party hereby agrees, effective as of the date hereof (the "Joinder Date"), to become a party to, and to be fully bound by, all of the terms, conditions, covenants, obligations, agreements, representations, warranties, and other provisions of the RSA (including, without limitation, all exhibits, schedules, annexes, and attachments thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof) as a "Consenting Creditor" with respect to the Claims of the Joining Party listed on Schedule 1 attached hereto.
Based upon the nature of the Claims identified on Schedule 1, the Joining Party shall be deemed a "Consenting First Lien Lender" (to the extent such Claims constitute First Lien Claims arising under the First Lien Credit Agreement) and/or a "Consenting Second Lien Noteholder" (to the extent such Claims constitute Second Lien Claims arising under the Second Lien Notes Indenture), as applicable, for all purposes under the RSA, and shall have all of the rights, benefits, privileges, and obligations attendant to such status as set forth in the RSA.
From and after the Joinder Date, all references in the RSA to "Consenting Creditors," "Consenting First Lien Lenders," and/or "Consenting Second Lien Noteholders," as applicable, shall be deemed to include the Joining Party, and the Joining Party shall be entitled to all rights and subject to all obligations, in each case, on the same basis as if the Joining Party had been an original signatory to the RSA on July 8, 2022.
Section 2 — Representations and Warranties of the Joining Party
The Joining Party hereby represents and warrants to each of the other parties to the RSA as follows:
2.1 Legal Capacity and Authority. The Joining Party is duly organized or formed, validly existing, and in good standing (or the equivalent thereof, to the extent such concept is applicable) under the laws of the jurisdiction of its organization, formation, or incorporation. The Joining Party has all requisite corporate, partnership, limited liability company, or other applicable organizational power and authority to execute, deliver, and perform its obligations under this Joinder and to consummate the transactions contemplated hereby and by the RSA, including, without limitation, the Restructuring Transactions.
2.2 Authorization. The execution, delivery, and performance by the Joining Party of this Joinder and the RSA have been duly authorized by all necessary corporate, partnership, limited liability company, or other applicable organizational action on the part of the Joining Party. No other proceedings, approvals, or consents on the part of the Joining Party are necessary to authorize the execution, delivery, and performance of this Joinder or the RSA by the Joining Party. This Joinder has been duly and validly executed and delivered by the Joining Party and, assuming due authorization, execution, and delivery by each of the other parties hereto, this Joinder and the RSA constitute the legal, valid, and binding obligations of the Joining Party, enforceable against the Joining Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3 Ownership of Claims. The Joining Party represents and warrants that, as of the Joinder Date, it is the beneficial owner of, or the investment manager or advisor exercising investment discretion with full power and authority to bind the beneficial owner(s) of, the Claims set forth on Schedule 1 hereto. Except as otherwise disclosed on Schedule 1, the Joining Party has not sold, assigned, transferred, pledged, hypothecated, conveyed, or otherwise disposed of, and has not granted any option, right of first refusal, or other right or interest with respect to, any portion of such Claims. The Claims identified on Schedule 1 are owned by the Joining Party free and clear of any and all liens, claims, charges, pledges, security interests, encumbrances, or other interests of any kind or nature of any other person or entity, other than (a) any liens arising under or granted pursuant to the First Lien Credit Agreement (in the case of First Lien Claims) or the Second Lien Notes Indenture (in the case of Second Lien Claims), as applicable, and (b) any restrictions on transfer imposed by applicable securities laws.
2.4 No Conflicts. The execution, delivery, and performance of this Joinder by the Joining Party and the compliance by the Joining Party with all of its obligations under the RSA do not and will not: (a) violate any provision of any law, statute, rule, regulation, order, writ, judgment, injunction, decree, determination, or award of any governmental authority applicable to the Joining Party; (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, or other instrument to which the Joining Party is a party or by which the Joining Party or any of its assets or properties is bound or affected; or (c) require any consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, or other person or entity that has not already been obtained or made and that is in full force and effect.
2.5 Acknowledgment of RSA Terms. The Joining Party acknowledges and confirms that it has received, reviewed, and understands a complete copy of the RSA, including all exhibits, schedules, annexes, and attachments thereto (including, without limitation, the Restructuring Term Sheet attached to the RSA as Exhibit A and the Milestone Schedule attached to the RSA as Exhibit B). The Joining Party understands and agrees to be bound by all obligations, covenants, and agreements applicable to a Consenting Creditor under the RSA, including, without limitation, the following:
(a) Voting Commitment. The obligation to timely vote (or cause to be voted) all of its Claims in favor of the prepackaged Plan of reorganization, and to support the approval of the Disclosure Statement, in each case consistent with the terms of the Restructuring Term Sheet and the RSA, and not to change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote;
(b) Negative Covenants. The obligation not to take, directly or indirectly, any action that is inconsistent with, or that would reasonably be expected to delay, impede, frustrate, or prevent the proposal, solicitation, confirmation, or consummation of the Restructuring Transactions, the Plan, or any of the transactions contemplated by the RSA or the Restructuring Term Sheet;
(c) Compliance with Milestones. Compliance with, and support for, the Milestone Schedule set forth in Exhibit B to the RSA, which provides for the following key milestones:
(i) Petition Date: The Debtors shall commence voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court no later than July 31, 2022;
(ii) Disclosure Statement Approval: The Bankruptcy Court shall have entered an order approving the Disclosure Statement within forty-five (45) calendar days after the Petition Date;
(iii) Plan Confirmation: The Bankruptcy Court shall have entered the Confirmation Order confirming the Plan within ninety (90) calendar days after the Petition Date; and
(iv) Effective Date: The Effective Date of the Plan shall occur within fifteen (15) business days after entry of the Confirmation Order; and
(d) Other Obligations. All other obligations, covenants, and agreements of Consenting Creditors set forth in the RSA, including, without limitation, obligations relating to cooperation with the Debtors, support for first day relief and other case-related motions consistent with the RSA, and restrictions on the acquisition of additional claims or interests except in compliance with the terms of the RSA.
Section 3 — Voting Commitment
The Joining Party irrevocably agrees to timely vote (or cause to be voted) all of its Claims identified on Schedule 1 hereto to accept the Plan and to support approval of the Disclosure Statement, in each case in a manner consistent with the RSA and the Restructuring Term Sheet. The Joining Party shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote without the prior written consent of the Debtors, the Required Consenting First Lien Lenders, and the Required Consenting Second Lien Noteholders (each as defined in the RSA), except as expressly permitted by the terms of the RSA or upon the valid termination of the RSA in accordance with its terms.
The Joining Party further agrees that it shall not, directly or indirectly, (a) object to, delay, impede, or take any other action that is inconsistent with, or that would reasonably be expected to delay, interfere with, or obstruct the proposal, solicitation, confirmation, or consummation of, the Plan or any of the Restructuring Transactions; (b) solicit, encourage, propose, file, support, participate in the formulation of, vote for, or consent to any alternative restructuring transaction, plan of reorganization, arrangement, composition, or other proposal or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring for any of the Debtors other than the Restructuring Transactions contemplated by the RSA and the Plan; or (c) take any other action, directly or indirectly, that is inconsistent with, or that would reasonably be expected to prevent, delay, or impede the successful completion of, the Restructuring Transactions as contemplated by the RSA.
Section 4 — Transfer Restrictions
The Joining Party acknowledges and agrees to be bound by the transfer restrictions and provisions set forth in the RSA applicable to Consenting Creditors with respect to the Claims listed on Schedule 1 hereto. Without limiting the generality of the foregoing, the Joining Party agrees that any sale, transfer, assignment, pledge, hypothecation, participation, or other disposition (each, a "Transfer") of all or any portion of the Claims listed on Schedule 1 (or any interest therein) shall only be made in strict compliance with the transfer provisions set forth in the RSA.
As a condition precedent to the effectiveness of any such Transfer, the transferee of such Claims (or any portion thereof) shall be required to execute and deliver to counsel for the Debtors, counsel for the Ad Hoc Group of First Lien Lenders, and counsel for the Ad Hoc Group of Second Lien Noteholders a joinder agreement substantially in the form of this Joinder, agreeing to be bound by all of the terms and conditions of the RSA as a Consenting Creditor. Any purported Transfer of Claims that does not comply with the foregoing requirements shall be deemed void ab initio and of no force or effect.
Section 5 — Termination
This Joinder shall terminate automatically and without any further action or notice upon the termination of the RSA in accordance with its terms, whether by reason of the occurrence of a Termination Event (as defined in the RSA), mutual written agreement of the parties thereto, or otherwise as provided in the RSA.
Upon the effective termination of this Joinder, the Joining Party shall be automatically and simultaneously released from all of its obligations hereunder and under the RSA, and this Joinder shall be of no further force or effect; provided, however, that (a) any obligations or provisions of the RSA that are expressly stated to survive the termination thereof shall continue in full force and effect in accordance with their terms notwithstanding such termination, and (b) no such termination shall relieve the Joining Party from liability for any breach of this Joinder or the RSA occurring prior to such termination.
Section 6 — Miscellaneous Provisions
6.1 Governing Law. This Joinder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause or permit the application of the laws of any jurisdiction other than the State of New York.
6.2 Jurisdiction; Venue; Waiver of Jury Trial. The Joining Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) (or, if such court does not have jurisdiction over the subject matter of such proceeding, the United States District Court for the Northern District of Ohio, or, if neither the Bankruptcy Court nor such District Court has jurisdiction, any court of the State of Ohio sitting in Summit County) (collectively, the "Chosen Courts") for the purpose of any suit, action, or other proceeding arising out of or relating to this Joinder, the RSA, or any of the transactions contemplated hereby or thereby. The Joining Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any of the Chosen Courts and any claim that any such proceeding has been brought in an inconvenient forum. The Joining Party irrevocably waives all rights to trial by jury in any suit, action, or proceeding arising out of or relating to this Joinder or the RSA.
6.3 Notices. Any notice, request, demand, consent, waiver, or other communication required or permitted to be given under this Joinder shall be given in accordance with, and subject to, the notice provisions set forth in the RSA. The Joining Party's address, facsimile number (if any), and email address for the receipt of notices shall be as set forth on the signature page hereto or as subsequently updated by the Joining Party in writing to the other parties in accordance with the notice provisions of the RSA.
6.4 Amendments. This Joinder may not be amended, modified, supplemented, restated, or waived except in accordance with the amendment, modification, and waiver provisions set forth in the RSA. Any purported amendment, modification, supplement, restatement, or waiver that does not comply with such provisions shall be void and of no force or effect.
6.5 Counterparts; Electronic Delivery. This Joinder may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including Brightwater Software or similar electronic signature platforms) shall be as effective as delivery of a manually executed counterpart hereof.
6.6 Headings. The section headings contained in this Joinder are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Joinder.
6.7 Severability. If any term, provision, covenant, or restriction of this Joinder is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Joinder.
6.8 Entire Agreement. This Joinder, together with the RSA (including all exhibits, schedules, annexes, and attachments thereto), constitutes the entire agreement between the Joining Party and the other parties to the RSA with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, and understandings, whether oral or written, with respect to such subject matter.
6.9 No Third-Party Beneficiaries. Unless expressly stated herein or in the RSA, this Joinder is not intended to, and shall not, confer upon any person or entity other than the parties to the RSA (and their respective successors and permitted assigns) any rights, benefits, or remedies of any nature whatsoever, and no person or entity other than such parties shall have standing to enforce, or shall be deemed a beneficiary of, any provision of this Joinder.
Section 7 — Effectiveness
This Joinder shall become effective and binding upon the Joining Party upon the satisfaction of each of the following conditions:
(a) the execution and delivery of this Joinder by the Joining Party; and
(b) the delivery of a copy of such executed Joinder (which may be delivered by electronic transmission in accordance with Section 6.5) to each of the following:
(i) counsel to the Debtors:
Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112
Attention: Colette Whitman
Email: cwhitman@calderwoodharkness.com
(ii) counsel to the Ad Hoc Group of First Lien Lenders:
Hargrove, Mitchell & Saunders LLP 51 West 52nd Street New York, New York 10019
Attention: Victoria Kline
Email: vkline@hmslaw.com
(iii) counsel to the Ad Hoc Group of Second Lien Noteholders:
Pemberton & Locke LLP 1 Liberty Plaza New York, New York 10006
Attention: Raymond Delvecchio
Email: rdelvecchio@pembertonlocke.com
Upon satisfaction of each of the foregoing conditions, this Joinder shall be deemed effective as of the Joinder Date, and the Joining Party shall be deemed a Consenting Creditor under the RSA for all purposes from and after such date.
[Signature Pages Follow]
SIGNATURE PAGE TO JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT
IN WITNESS WHEREOF, the Joining Party has executed this Joinder as of the date first set forth above.
JOINING PARTY:
[JOINING PARTY NAME]
By: ________
Name: [●]
Title: [●]
Address for Notices:
[●] [●]
Attention: [●]
Telephone: [●]
Email: [●]
Date: [●], 2022
ACKNOWLEDGMENT BY THE DEBTORS
The undersigned Debtors hereby acknowledge and agree to the execution and delivery of this Joinder by the Joining Party and confirm that, from and after the Joinder Date, the Joining Party shall be deemed a Consenting Creditor under the RSA for all purposes.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: [●]
Title: [●]
Date: [●], 2022
CPS HOLDINGS INC.
By: ________
Name: [●]
Title: [●]
Date: [●], 2022
SCHEDULE 1
Claims of the Joining Party
The Joining Party hereby identifies the following Claims with respect to which it is becoming a Consenting Creditor under the RSA:
Instructions: The Joining Party shall list all Claims with respect to which it is joining the RSA as a Consenting Creditor. If the Joining Party holds Claims across multiple tranches or facilities (e.g., First Lien Term Loan Claims, First Lien Revolver Claims, and/or Second Lien Notes Claims), each tranche or facility shall be listed on a separate line in the table above. The Joining Party shall indicate, in the space provided below, whether the Joining Party holds such Claims as (i) the direct beneficial owner thereof, or (ii) an investment manager, investment advisor, or other fiduciary with discretionary authority to bind the beneficial owner(s) of such Claims.
Capacity:
The undersigned holds the Claims listed above as beneficial owner.
The undersigned holds the Claims listed above as investment manager / investment advisor with full discretionary authority to act on behalf of, and to bind, the beneficial owner(s) of such Claims with respect to the RSA and this Joinder. The name(s) of the beneficial owner(s) (or, if applicable, the account name(s)) are set forth in a separate confidential annex delivered simultaneously herewith to counsel for the Debtors.
CERTIFICATION
The undersigned hereby certifies that the information set forth in this Schedule 1 (including any confidential annex delivered in connection herewith) is true, correct, and complete in all material respects as of the Joinder Date, and the undersigned acknowledges that the other parties to the RSA are relying on the accuracy of such information in accepting this Joinder.
[JOINING PARTY NAME]
By: ________
Name: [●]
Title: [●]
Date: [●], 2022
Type of Claim | Description of Indebtedness | Principal Amount Owned ($) | CUSIP / Loan ID (if applicable)
[First Lien Term Loan Claim / First Lien Revolver Claim / Second Lien Notes Claim] | [Insert description — e.g., First Lien Term Loan under First Lien Credit Agreement dated October 13, 2017, with Ridgeline National Bank, N.A. as Administrative Agent / 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) issued under Indenture dated October 13, 2017, with Continental Fiduciary Trust Company as Indenture Trustee] | [●] | [●]

FORM OF JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT

RECITALS

WHEREAS:

SIGNATURE PAGE TO JOINDER AGREEMENT TO RESTRUCTURING SUPPORT AGREEMENT

JOINING PARTY:

ACKNOWLEDGMENT BY THE DEBTORS

CRESTLINE PACKAGING SOLUTIONS LLC

CPS HOLDINGS INC.

SCHEDULE 1

CERTIFICATION

Record

Parties

Dates

Amounts