IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

Cedar Haven Acquisition, LLC,1 Case No. 19-11736 (CSS)

Debtor.

AGREEMENT GOVERNING THE PRODUCTION

AND USE OF CONFIDENTIAL INFORMATION

This CONFIDENTIALITY AGREEMENT (the “Agreement”) is dated August 23, 2019,

between debtor and debtor in possession Cedar Haven Acquisition, LLC (the “Debtor”), and the
Official Committee of Unsecured Creditors (the “Committee”) and each member thereof (each, a
“Member”) appointed by the United States Trustee in the Debtor’s bankruptcy case.

WHEREAS, the Debtor commenced the above captioned chapter 11 case on August 2,
2019, pending in the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”); and

WHEREAS, the Committee has requested and may from time to time in the future
request information from the Debtor to assist the Committee in fulfilling its statutory duties
under title 11 of the United States Code, and

WHEREAS, this Agreement is intended to facilitate the delivery of confidential

information from the Debtor to the Committee and to establish the parties’ rights and obligations
with respect to such information.

NOW THEREFORE, in consideration of the foregoing, and as a condition to the Debtor

providing Confidential Information (as defined below) to the Committee and each Member
thereof, the Debtor, the Committee, and each Member agree as follows:

1. Confidential Information. All documents, agreements, records, reports, data,

forecasts, projections, business plans, interpretations, audit reports, and all other information,
written, visual or oral, regardless of how transmitted, concerning the Debtor, which is provided
pursuant to this Agreement and prepared by, or on behalf of, or furnished by, or on behalf of, the
Debtor, including, without limitation, information subject to attorney-client privilege that is
shared under the “common interest” doctrine, information subject to litigation work product
protection that is shared under the “common interest” doctrine, historical and projected financial
information, planned layoffs or dismissals of identified employees and senior/middle

1
The Debtor in this case, along with the last four digits of the federal identification numbers, is Cedar Haven
Acquisition, LLC (8400). The mailing address for the Debtor is 590 South 5th Avenue, Lebanon, Pennsylvania
17042.

IMPAC 6351844v.2
management compensation levels and other terms of employment, planned facility closings and
any and all related information shall constitute “Confidential Information” to the extent that they
contain, or are based upon or derived from, information concerning the Debtor or its affiliates.
Derivations, summaries, and analyses of Confidential Information prepared by or on behalf of
the Committee or a Member shall also be considered Confidential Information.

Notwithstanding the foregoing, Confidential Information shall not include any

information or portions of information that: (i) is or becomes generally available to the public
other than as a result of unauthorized disclosure by the Committee, any Member or their
Representatives (as defined below); (ii) was in the possession of the Committee, any Member or
their Representatives prior to its disclosure by or on behalf of the Debtor and is not subject to any
other duty or obligation to maintain confidentiality, provided that the source of such information
is reasonably not known (after reasonable inquiry) by the Committee, its Members or their
Representatives to be bound by a confidentiality agreement with, or other obligation of secrecy
to, the Debtor; or (iii) becomes available to the Committee, any Member or their Representatives
on a nonconfidential basis from a source other than the Debtor or any of its directors, officers,
affiliates, or employees, provided that such source is reasonably not known (after reasonable
inquiry) by the Committee, its Members or their Representatives, to be bound by a
confidentiality agreement with, or other obligation of secrecy to, the Debtor.

The parties acknowledge that neither the Debtor nor any of its Representatives make any
representation or warranty as to the accuracy or completeness of any Confidential Information.
The Debtor has no obligation to update or supplement any of the Confidential Information.
Neither the Debtor nor any of its Representatives will have any liability resulting from the use of
the Confidential Information by the Committee, its Members or Representatives.
Notwithstanding anything in this Agreement to the contrary, the Debtor shall not be relieved of
its obligations that may arise under any applicable Order of Court and rule of procedure,
including, but not limited to, the Federal Rules of Bankruptcy Procedure.

2. Designation of Confidential Information for Professional Eyes Only. Certain

Confidential Information to be provided pursuant to this Agreement is particularly competitively
sensitive, and the disclosure of such Confidential Information to individual Members or their
Representatives could cause material damage to the Debtor’s business and prospects. Therefore,
the Debtor shall have the right to designate in writing such Confidential Information, as
identified in the Debtor’s reasonable discretion, as “for professionals’ eyes only” and any such
Confidential Information may be inspected and reviewed by the professionals retained by the
Committee and not by the Members or their Representatives. Such designation shall be
accomplished by clearly labeling such documents with a watermark or other legend
“Professionals’ Eyes Only.”

3. Disputes Over (i) Confidential Status or (ii) Professionals’ Eyes Only

Designation. In the event that the Committee disputes whether any information received from
the Debtor is Confidential Information or in the event the Committee seeks to challenge the
Debtor’s decision to label a document for Professionals’ Eyes Only, then the following protocol
shall be observed. First, the Committee shall provide the Debtor with five (5) days’ email notice
to counsel of its decision to challenge the status or designation, clearly identifying the documents
2

IMPAC 6351844v.2
or information subject to the challenge. In the event that five (5) days then pass without the
Debtor expressing disagreement in writing with the challenge, then the confidential status or
Professionals’ Eyes Only designation shall be deemed removed. In the event that the Debtor
responds in writing to a challenge within five (5) days, then the Committee shall have two (2)
options: (i) to file a motion to be heard on such shortened time is necessary and appropriate
under the circumstances with the Bankruptcy Court seeking an order declaring that the subject
information should not be Confidential Information or that the Professionals’ Eyes Only
designation must be removed, with the subject information being filed under seal; or (ii) use the
information in whatever pleading it deems necessary, but do so in a filing under seal
(collectively, an “Impasse Motion”). In either instance, the Debtor agrees in advance that the
Office of the United States Trustee shall be allowed to see any material filed under seal. The
information at issue in the Impasse Motion shall be treated as Confidential Information or
restricted to professionals (as the case may be) pending the Bankruptcy Court’s decision on any
Impasse Motion, or the settlement of any such Impasse Motion. Any pleadings filed in
connection with the Impasse Motion which reference or discuss Confidential Information and
any Confidential Information itself shall be submitted under seal and not filed on the electronic
docket of the Bankruptcy Court (if permitted by the Bankruptcy Court).

To the extent practicable and reasonable, the Committee shall give the Debtor written
notice within two (2) days after the Committee receives any notice of any attempt by any
nonparty to this Agreement to compel the disclosure of any Confidential Information to any
nonparty to this Agreement, including, without limitation, any tribunal or governmental
authority, but in all events the Committee shall give the Debtor prompt notice. It is further
agreed that following providing as much advance notice to the Debtor and its counsel as is
reasonably possible under the circumstances, if in the absence of a protective order or the receipt
of a waiver hereunder subsequent to such notice, the Committee, any Member or their
Representatives are nonetheless compelled to disclose any Confidential Information to any
tribunal or governmental authority, the Committee, each Member or their Representatives may
disclose that portion of the Confidential Information which counsel for the Committee advises is
legally required to be disclosed to such tribunal or governmental authority without liability
hereunder.

4. Uses And Disclosure Of Confidential Information. The Committee and each

Member agrees that it will use Confidential Information solely in fulfillment of its rights, duties,
and obligations as a member of the Committee in the Debtor’s chapter 11 case, including, but not
limited to, deliberations on issues coming before the Committee, furtherance of the Committee’s
position in litigation, including any adversary proceeding or contested matter, and in the
formulation and filing of, and solicitation in respect of, a plan of reorganization or liquidation.
The Committee and each Member will not disclose any Confidential Information except as
expressly provided in this Agreement and each Member agrees that it shall not use any of the
Confidential Information in any Member litigation or other disputed matter with the Debtor. The
Committee and each Member will maintain the confidentiality of all Confidential Information in
accordance with the terms of this Agreement and consistent with the standard of care set forth in
paragraph 5 below. No Member shall be responsible or liable for the actions of any other
Member or the professionals or Representatives of any other Member.

IMPAC 6351844v.2
 All Confidential Information and any copies thereof, and the information contained
therein, shall not be given, shown, disseminated, disclosed, made available or communicated in
any way to anyone except:

(a) the Bankruptcy Court for the District of Delaware and its staff; provided,
however, that to the extent practicable, the Committee shall not file such
materials, except under seal, without first giving written notice to the Debtor so as
to enable the Debtor to have a reasonable opportunity to seek protective relief;

(b) Committee counsel, inclusive of lawyers and clerical or other support staff
who are employed by such counsel or attorneys, who have a need to review the
Confidential Information in connection with the representation of the Committee;

(c) members of the Committee and any of their directors, officers, employees,
agents, counsel, financial advisors or other representatives (collectively, the
“Representatives”) who are actively advising the Committee or such Member in
the chapter 11 case solely in fulfillment of its rights, duties, and obligations as a
member of the Committee in the Debtor’s chapter 11 case, provided that the
Committee or such Member informs such person of the confidential nature of the
Confidential Information and provides such person with a copy of this Agreement
and such person agrees to be bound by this Agreement;

(d) experts, consultants, accountants, and other third parties expressly retained
or employed by Committee counsel to assist in connection with the above-
captioned bankruptcy case; provided that such third parties have been provided
with a copy of this Agreement and have agreed to be bound by its terms;

(e) any person from whom testimony is taken in connection with the above-
captioned chapter 11 case, and/or his or her counsel, provided that such third
parties have been provided with a copy of this Agreement and have agreed to be
bound by its terms, and provided further that any portion of such testimony that
refers to Confidential Materials shall be designated and treated as “Confidential
Information” pursuant to this Agreement;

(f) court reporters, stenographers, or videographers who record deposition or

other testimony in the above-captioned chapter 11 case; and

(g) as required by applicable law or regulation, or by legal, regulatory request

or judicial process, or by the rules of any applicable stock exchange.

5. Standard of Care. The Committee, each Member and their Representatives shall
use reasonable care with respect to protecting Confidential Information. The Committee, each
Member and their Representatives shall not use or permit any other person or entity to examine,
use, derive any benefit from, or otherwise exploit Confidential Information, except in furtherance
of, or consistent with, exercising such party’s duties in the chapter 11 case, or as otherwise

IMPAC 6351844v.2
expressly permitted under the terms of this Agreement, without the Debtor’s prior written
consent, which consent shall not be unreasonably withheld, delayed or conditioned.

6. Loss of Confidential Status. Information designated Confidential Information

shall not be entitled to the benefits of this Agreement if it (i) becomes generally available to the
public other than as a result of unauthorized disclosure by the Committee, any Member or their
professionals, or respective Representatives, provided that the source of such information is
reasonably not known (after reasonable inquiry) by the Committee, each Member or their
Representatives to be bound by a confidentiality agreement with, or other obligation of secrecy
to, the Debtor; (ii) becomes available to the Committee or any Members or their Representatives
on a non-confidential basis from a source other than the Debtor or any of its directors, officers,
affiliates, or employees, provided that such source is reasonably not known (after reasonable
inquiry) by the Committee, each Member or their Representatives to be bound by a
confidentiality agreement with, or other obligation of secrecy to, the Debtor; (iii) is ruled to not
be confidential in connection with an Impasse Motion; or (iv) is the subject of a five (5) day
notice by the Committee to the Debtor to which no timely written disagreement was registered
by the Debtor.

7. Inadvertent Production/Designation. The production of any documents or

information that the Debtor inadvertently did not designate as “Confidential,” but which would
have been so designated were it not for such inadvertence, shall not be deemed to be a waiver in
whole or in part of any claim of confidentiality as to such documents or information, either as to
the specific confidential information inadvertently disclosed, or as to any other document or
information relating thereto or on the same or related subject matter. The Debtor’s inadvertent
production of any privileged or arguably privileged documents or information shall not be
determined to be either: (a) a general waiver of the attorney-client privilege, the work product
doctrine or any other privilege; or (b) a specific waiver of any such privilege with respect to
documents or information so produced or the testimony given. Notice of any claim of privilege
as to any document or information that the Debtor contends was produced inadvertently shall be
given within a reasonable period of time after discovery of the inadvertent production, and, on
request by the Debtor, Committee counsel shall promptly return all inadvertently produced
materials and any copies thereof as to which a claim of privilege is asserted, provided that any
such return of materials shall not be deemed an admission by the Committee, any Member, or
their Representatives that such materials are privileged.

8. Term. The parties’ respective obligations set forth in this Agreement shall
terminate upon the later of (i) the one-year anniversary of the effective date of a plan or plans of
reorganization or liquidation of the Debtor, or (ii) the one-year anniversary of the date that the
Committee, or any successor thereto, ceases to exist. Any Member who resigns from the
Committee shall continue to be bound by this Agreement solely with respect to the Confidential
Information that it received while serving on the Committee.

9. Rights of Enforcement. Other than the right to enforce this Agreement in the
Bankruptcy Court, including, but not limited to, enforcement by an action for injunctive relief or
for breach of this Agreement, nothing contained herein shall be deemed, asserted, or construed to
create a cause of action against the Committee, any Member, or any of their professionals or
5

IMPAC 6351844v.2
Representatives that does not otherwise exist under applicable law. No person, entity or
individual not a party to this Agreement is intended to have any rights to benefit from or enforce
this Agreement.

10. Notices. Notices required or permitted by this Agreement shall be given by (i)
certified mail and (ii) email to the following notice addresses:

I. For the Debtor:

Cedar Haven Acquisition, LLC

590 South 5th Avenue
Lebanon, PA 17042
Attn: Charles B. Blalack
Email: cblalack@stonebarnholdings.com

with a copy (which shall not constitute notice) to:

and

Chipman Brown Cicero & Cole, LLP

1313 North Market Street, Suite 5400
Wilmington, DE 19801
Attn: William E. Chipman, Jr.
Email: chipman@chipmanbrown.com

II. For the Committee:

Potter Anderson & Corroon LLP

1313 North Market Street, Sixth Floor
Wilmington, DE 19801
Attn: Christopher M. Samis
Email: csamis@potteranderson.com

III. For each Member:

At the address set forth below such Member’s signature at the end of this Agreement.

11. Consent To Jurisdiction; Venue. The Debtor, the Committee, and any Member
shall have standing to enforce the terms of this Agreement, or to seek relief from its terms, by
appropriate proceedings brought before the Bankruptcy Court on due notice thereof and
opportunity to be heard. The Committee, each Member, the Debtor and each of their
Representatives hereby irrevocably and unconditionally submit to the exclusive jurisdiction and
venue of the Bankruptcy Court for purposes of any suit, action or other proceeding arising out of
or relating to the enforcement or interpretation of this Agreement. If for any reason the
Bankruptcy Court does not exercise jurisdiction over any such suit, action or other proceeding
arising out of or relating to the enforcement or interpretation of this Agreement, then the
6

IMPAC 6351844v.2
Committee, each Member, the Debtor and each of their Representatives hereby irrevocably and
unconditionally submit to the jurisdiction and venue of the state or federal courts located in the
state of Delaware.

12. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof is held by a court of competent jurisdiction to be invalid, void,
or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest
extent permitted by law.

13. Governing Law. This Agreement shall be construed (both as to validity and
performance) and enforced in accordance with the laws of the State of Delaware without regard
to the principals of conflicts of laws thereof that would result in the application of the laws of
another jurisdiction, and shall be subject to the jurisdiction of the Bankruptcy Court.

14. Amendments; Waivers. The provisions of this Agreement may be waived,

amended, or modified only by an instrument in writing signed by the party against whom such
waiver, amendment or modification is sought to be enforced, and such written instrument shall
set forth specifically the provisions of this Agreement that are to be so waived, amended, or
modified. Without limiting the generality of the foregoing, no failure or delay by the Debtor in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder. The Committee, any Member or the Debtor may, by
appropriate application to the Bankruptcy Court or mutual agreement of the parties, seek any
modification or amendment to this Agreement.

15. Counterparts. This Agreement may be executed in any number of counterparts

and each of such counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute one and the same instrument. Copies of signatures
delivered by facsimile or electronic mail shall be deemed originals.

16. Entire Agreement. This Agreement embodies the entire agreement and all
understandings between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.

17. Binding Effect. This Agreement shall be binding upon the Committee, each of
the Members, any successors of the Committee or any Member, and any replacement of the
Committee or any Member.

18. Assignability; Benefits. None of the rights, duties or obligations of any party
hereto may be assigned without the prior written consent of the other parties hereto. This
Agreement shall be binding upon the parties and shall inure to the benefit of the parties hereto
and their respective heirs, successors and permitted assigns.

[SIGNATURE PAGES TO FOLLOW]

IMPAC 6351844v.2
ACCEPTED AND AGREED TO:

DEBTOR:

By: _____________________________

Name: ___________________________

COMMITTEE PROFESSIONALS:

POTTER ANDERSON & CORROON LLP

By: _____________________________

Name: Christopher M. Samis

RYNIKER CONSULTANTS LLC

By: _____________________________

Name: Brian Ryniker

IMPAC 6351844v.2