Contract analysis

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (buyer) of a "United States real property interest" (as defined in Section 897(c) of the Code) must withhold tax if the transferor (seller) is a "foreign person." To determine a transferor's obligation to withhold, a buyer may rely upon an affidavit of non-foreign status provided by the transferor in accordance with

1. Identity of Transferor/Seller. The entity providing this affidavit and making the certifications set forth herein is Allegheny Valley Packaging, Inc. (the "Transferor"), which is the "Seller" as defined in the Purchase Agreement. The Transferor is the sole transferor of the United States real property interests being disposed of pursuant to the Purchase Agreement. Seller is not a disregarded entity as defined in T

2. Entity Type and Jurisdiction of Organization. Allegheny Valley Packaging, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania. Seller was incorporated under the Pennsylvania Business Corporation Law and has continuously maintained its corporate existence since its date of incorporation. For U.S. federal income tax purposes, Seller is class

3. Seller Is Not a Foreign Person. Allegheny Valley Packaging, Inc. is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder. Seller is a domestic corporation within the meaning of Section 7701(a)(4) of the Code, having been organized under the laws of the Commonwealth of Pennsylvania, which is one o

4. Principal Business Address. The principal business address and office address of Allegheny Valley Packaging, Inc. is: Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, Pennsylvania 16001 This address serves as the Transferor's principal place of business and is the address at which Seller's books and records are maintained.

5. U.S. Taxpayer Identification Number. The United States employer identification number ("EIN") of Allegheny Valley Packaging, Inc., as assigned by the Internal Revenue Service, is: EIN: 25-1784632

6. Transaction Reference. This affidavit is delivered in connection with the sale, conveyance, assignment, transfer, and delivery by Seller to Buyer of substantially all of the assets of Seller (the "Transferred Assets"), including, without limitation, United States real property interests, as such term is defined in Section 897(c) of the Code, located at the following addresses: (a) 250 Industrial Boulevard, Butler,