NON-FOREIGN AFFIDAVIT UNDER SECTION 1445 OF THE INTERNAL REVENUE CODE
Certification of Non-Foreign Status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(b)(2)
Delivered in connection with the Asset Purchase Agreement dated as of June 15, 2025 (the "Purchase Agreement"), by and between Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller")
RECITALS
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 the applicable provisions of the Code and the Treasury Regulations promulgated thereunder.
Treasury Regulations Section 1.1445-2(b)(2) provides that a transferee is not required to withhold tax under Section 1445 of the Code if the transferor furnishes to the transferee an affidavit, signed under penalty of perjury, stating that the transferor is not a "foreign person" and setting forth the transferor's name, taxpayer identification number, and home address (or, in the case of an entity, its office address). Such an affidavit serves as notice to the transferee that withholding is not required with respect to the transaction in question.
Seller is providing this affidavit to Buyer to inform Buyer that withholding of tax under Section 1445 of the Code is not required upon the disposition of United States real property interests by Seller to Buyer pursuant to the Purchase Agreement. Seller makes this certification for the purpose of establishing an exemption from the withholding obligations imposed by Section 1445 of the Code in connection with the transactions contemplated by the Purchase Agreement.
As used in this affidavit, the term "foreign person" means a nonresident alien individual, a foreign corporation (as defined in Section 7701(a)(5) of the Code), a foreign partnership (as defined in Section 7701(a)(5) of the Code), a foreign trust (as defined in Section 7701(a)(31)(B) of the Code), or a foreign estate (as defined in Section 7701(a)(31)(A) of the Code), as those terms are further defined and described in the Code and the Treasury Regulations promulgated thereunder.
CERTIFICATION
The undersigned, acting on behalf of Seller in its capacity as President of Allegheny Valley Packaging, Inc., hereby certifies, represents, and warrants to Buyer as follows:
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 Treasury Regulations Section 1.1445-2(b)(2)(iii). Rather, Seller is a regarded entity for U.S. federal income tax purposes that is treated as a taxable entity separate and apart from its owners or members, if any, for purposes of Section 1445 of the Code and the Treasury Regulations promulgated thereunder.
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 classified as a corporation within the meaning of Treasury Regulations Section 301.7701-2 and, more specifically, is an S corporation that has made a valid election under Subchapter S of the Code (Sections 1361 through 1379 of the Code). Seller has not made any election to be classified as other than a corporation for U.S. federal income tax purposes, and no such reclassification has been made with respect to Seller by the Internal Revenue Service.
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 of the fifty states of the United States. Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. At no time has Seller been treated as, or determined to be, a foreign person for purposes of Section 1445 of the Code or any other provision of the Code or the Treasury Regulations.
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, Pennsylvania 16001; and
(b) 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335,
in each case, together with all improvements, fixtures, and appurtenances thereto, pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Buyer and Seller. The transactions described herein constitute the dispositions for which this certification of non-foreign status is being provided.
ACKNOWLEDGMENTS AND AGREEMENTS
Seller understands and acknowledges that this certification may be disclosed to the Internal Revenue Service by Buyer, and that any false statement contained herein could be punished by fine, imprisonment, or both, as provided by applicable provisions of federal law, including, without limitation, Section 7206 of the Code and 18 U.S.C. § 1001.
Seller acknowledges that Buyer is relying upon this affidavit, and the truth and accuracy of the certifications, representations, and warranties contained herein, in determining that withholding of tax under Section 1445 of the Code is not required in connection with the disposition by Seller of United States real property interests pursuant to the Purchase Agreement. Seller further acknowledges that Buyer's reliance on this affidavit is reasonable and that Buyer would not consummate the transactions contemplated by the Purchase Agreement without having received this affidavit.
Seller agrees to notify Buyer promptly in writing if, at any time prior to the closing of the transactions contemplated by the Purchase Agreement (the "Closing Date"), any of the certifications, representations, or statements set forth in this affidavit become inaccurate, incomplete, or untrue in any respect. In the event that any such certification, representation, or statement becomes inaccurate, incomplete, or untrue, Seller shall cooperate with Buyer to provide such additional certifications, documentation, or other information as Buyer may reasonably require to comply with its obligations under Section 1445 of the Code and the Treasury Regulations promulgated thereunder.
Seller acknowledges that the making of any false statement contained in this affidavit could be punished by fine under the provisions of the Code and Title 18 of the United States Code, by imprisonment of not more than five (5) years, or both such fine and imprisonment.
PENALTY OF PERJURY STATEMENT
Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Allegheny Valley Packaging, Inc.
This affidavit has been prepared and executed in conformance with the requirements of Treasury Regulations Section 1.1445-2(b)(2), and the certifications contained herein satisfy the requirements for an exemption from withholding under Section 1445 of the Code.
EXECUTION
Executed as of July 31, 2025.
ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation
By: ________
Name: Gerald W. Horvath
Title: President
Date: ________
NOTARIZATION
STATE OF PENNSYLVANIA COUNTY OF BUTLER
Before me, the undersigned Notary Public, in and for said State and County, on this __ day of ___, 2025, personally appeared Gerald W. Horvath, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as President of Allegheny Valley Packaging, Inc., a Pennsylvania corporation, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
Gerald W. Horvath, being duly sworn, deposes and says that the statements contained in the foregoing Non-Foreign Affidavit Under Section 1445 of the Internal Revenue Code are true, correct, and complete to the best of his knowledge and belief.
Subscribed and sworn to before me on this __ day of ___, 2025.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
[NOTARIAL SEAL / STAMP]
This Non-Foreign Affidavit is delivered pursuant to the requirements of the Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc. This document does not create any rights in favor of any person or entity other than Buyer and is intended solely for the purpose of establishing an exemption from withholding under Section 1445 of the Internal Revenue Code of 1986, as amended.