Contract analysis

Section 1: Introductory Statement and Statutory Basis This Bulk Sale Notice (this "Notice") is respectfully submitted to the Commonwealth of Pennsylvania, Department of Revenue, Bureau of Business Trust Fund Taxes (the "Department") on behalf of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Buyer"), pursuant to the bulk sale notification requirements set forth in the Pennsylvania Tax Refo

Section 2: Identification of the Seller The following information is provided with respect to the Seller, Allegheny Valley Packaging, Inc., to enable the Department to identify and review all applicable tax accounts of the Seller maintained by the Commonwealth of Pennsylvania. Full Legal Name: Allegheny Valley Packaging, Inc. Trade Name(s) / DBA(s): Allegheny Valley Packaging; AVP Entity Type: Pennsylvania corporatio

Section 3: Identification of the Buyer (Transferee) The following information is provided with respect to the Buyer, Crestline Packaging Solutions LLC, to enable the Department to identify the transferee in the proposed bulk sale transaction. Full Legal Name: Crestline Packaging Solutions LLC Entity Type: Ohio limited liability company, organized under the laws of the State of Ohio. Ohio Secretary of State Filing No.

Section 4: Description of the Transaction 4.0: Overview. The transaction that is the subject of this Notice is an asset purchase in which the Buyer is acquiring substantially all of the assets of the Seller used in or related to the Seller's corrugated and specialty packaging manufacturing business (the "Business"), as conducted at the Seller's two Pennsylvania facilities. The transaction is structured as a purchase

Section 5: Tax Matters and Known Exposures The Buyer acknowledges that this Notice is filed to enable the Department to review the Seller's tax accounts with the Commonwealth of Pennsylvania and to determine whether the Seller has any outstanding tax obligations to the Commonwealth. The Buyer respectfully requests that the Department conduct a comprehensive review of all applicable tax accounts of the Seller, includi

Section 6: Request for Tax Clearance Certificate The Buyer hereby formally requests that the Department issue a Tax Clearance Certificate (also referred to as a Bulk Sale Clearance Certificate) in connection with the proposed bulk sale transaction described in this Notice, confirming either: (a) that the Seller has no outstanding tax liabilities to the Commonwealth of Pennsylvania with respect to any taxes, fees, ass

Section 7: Enclosures The following documents are enclosed with this Notice for the Department's review and records:

1. Enclosure 1: Copy of the executed Letter of Intent between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc., dated April 10, 2025. In the event the definitive Asset Purchase Agreement is executed prior to the Department's completion of its review, a copy of the executed APA (or relevant excerpts thereof, including schedules pertaining to the Acquired Assets and Assumed Liabilities) will be pr

2. Enclosure 2: Pennsylvania Department of Revenue Bulk Sale Notification Form (Form REV-181, or such other form as may be currently prescribed by the Department), completed and signed by the Buyer.

3. Enclosure 3: Seller's most recent Pennsylvania tax returns, or, in the alternative, written confirmation from the Seller and the Seller's independent auditors, Pendleton & Sawyer CPAs LLP, that copies of the Seller's Pennsylvania corporate tax returns, sales and use tax returns, and employer withholding tax returns for the most recent three (3) fiscal years will be provided directly to the Department upon the Depa

4. Enclosure 4: Authorization letter from the Seller, executed by Gerald W. Horvath, President of Allegheny Valley Packaging, Inc., consenting to the release of the Seller's tax information maintained by the Department to the Buyer and the Buyer's counsel, Calderwood & Harkness LLP, for purposes of the Department's review and issuance of the Tax Clearance Certificate in connection with this bulk sale transaction.

Section 8: Certification and Signature block The undersigned, on behalf of the Buyer, Crestline Packaging Solutions LLC, hereby certifies that the information contained in this Bulk Sale Notice is true, correct, and complete to the best of the undersigned's knowledge, information, and belief. The undersigned further acknowledges that this Notice is submitted for the purpose of obtaining a Tax Clearance Certificate fr