COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
BEAR ISLAND MERGERCO, LLC
ARTICLES OF ORGANIZATION
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THESE ARTICLES OF ORGANIZATION are filed for and on behalf
of BEAR ISLAND MERGERCO, LLC (the "COMPANY") pursuant to Section 13.1-1010.1
of the Virginia Limited Liability Company Act, Virginia Code Sections
13.1-1000, et seq. (the "ACT").
WHEREAS, the Company was formed under the name "BEAR ISLAND
PAPER COMPANY", in accordance with the provisions of the Virginia Uniform
Limited Partnership Act, pursuant to a Certificate of Limited Partnership
filed with the Clerk of the Circuit Court of Hanover County, Virginia on May
18, 1978, and a Limited Partnership Agreement, dated as of May 18, 1978, which
Agreement has been amended from time to time, including an amendment made
pursuant to an Amendment to Limited Partnership Agreement dated as of April
20, 1987 in order to change the name of "BEAR ISLAND PAPER COMPANY" to "BEAR
ISLAND PAPER COMPANY, L.P."; and
WHEREAS, in accordance with the requirements of the Virginia
Revised Uniform Limited Partnership Act, Bear Island Paper Company, L.P. filed
its initial Certificate of Limited Partnership under such act with the Clerk
of the Virginia State Corporation Commission (the "CLERK") on April 23, 1987
and filed Amended and Restated Certificates of Limited Partnership with the
Clerk on October 19, 1987 and October 8, 1992; and
WHEREAS, by unanimous agreement of the partners of Bear
Island Paper Company, L.P, the partners have agreed to convert Bear Island
Paper Company, L.P. from a Virginia limited partnership to a Virginia limited
liability company in accordance with the provisions of Section 13.1-1010.1 of
the Act;
NOW, THEREFORE, pursuant to Chapter 12 of Title 13.1 of the Code of
Virginia, the undersigned states as follows:
1. The name of the limited liability company is:
Bear Island Mergerco, LLC
2. The address of the initial registered office in Virginia is:
NationsBank Center, 23rd Floor
1111 East Main Street
Richmond, Virginia 23219,
located in the City of Richmond, Virginia.
3. The registered agent's name is:
Collins Denny, III,
whose business address is identical with the registered office, and who is a
resident of Virginia and a member of the Virginia State Bar.
4. The post office address of the principal office where the records
will be maintained pursuant to Virginia Code Section 13.1-1028 is:
Post Office Box 2119
10026 Old Ridge Road
Ashland, Virginia 23005
The office is located in the County of Hanover, Virginia.
5. The period of duration of the limited liability company shall continue
through December 31, 2028.
ORGANIZER: BRANT-ALLEN INDUSTRIES, INC.,
Date: December 1, 1997 By: /s/ Edward D. Sherrick
Name Edward D. Sherrick
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Title: VP/Finance
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2
ARTICLES OF MERGER
OF
BEAR ISLAND MERGERCO, LLC
WITH AND INTO
BEAR ISLAND PAPER COMPANY, L.L.C.
1. Plan of Merger. Attached hereto and incorporated herein by
this reference is a copy of the plan of merger ("PLAN OF
MERGER") by which Bear Island Mergerco, LLC, a Virginia
limited liability company, shall be merged with and into
Bear Island Paper Company, L.L.C., a Virginia limited
liability company.
2. Outstanding Membership Interests. The outstanding
membership interests of Bear Island Mergerco, LLC consist of
one membership interest, which is owned by Bear Island Paper
Company, L.L.C. The outstanding membership interests of
Bear Island Paper Company, L.L.C. consist of one membership
interest, which is held by a single member.
3. Adoption by Directors. On December 1, 1997, the Plan of
Merger was adopted by unanimous written consent of the
directors of Bear Island Paper Company, L.L.C. and by
unanimous written consent of the directors of Bear Island
Mergerco, LLC.
4. Adoption by Members. On December 1, 1997, the Plan of
Merger was adopted by written consent of the sole member of
Bear Island Paper Company, L.L.C. and by written consent of
the sole member of Bear Island Mergerco, LLC.
5. Effective Date. The effective date of the certificate of
merger issued by the Virginia State Corporation Commission,
and the date on which the merger of Bear Island Mergerco.,
LLC with and into Bear Island Paper Company, L.L.C. shall be
effected, shall be December 1, 1997.
Date: December 1, 1997 BEAR ISLAND MERGERCO, LLC
By: /s/ Peter M. Brant
________________________
Name: Peter M. Brant
Title: President
BEAR ISLAND PAPER COMPANY, L.L.C.
By: /s/ Peter M. Brant
_______________________
Name: Peter M. Brant
Title: President
PLAN OF MERGER
OF
BEAR ISLAND MERGERCO, LLC
AND
BEAR ISLAND PAPER COMPANY, L.L.C.
1. Limited Liability Companies Planning to Merge. The names of
the limited liability companies planning to merge are:
Bear Island Mergerco, LLC, a Virginia limited liability
company ("MERGERCO"); and
Bear Island Paper Company, L.L.C., a Virginia limited
liability company ("BIPC").
On the "Effective Date", as defined herein, Mergerco will
merge with and into BIPC.
2. Surviving Limited Liability Company. The name of the
surviving limited liability company is Bear Island Paper
Company, L.L.C. The Board of Directors and the officers of
BIPC, as each exists immediately prior to the Effective
Date, shall be the Board of Directors and officers of the
surviving limited liability company. The Articles of
Organization and Operating Agreement of BIPC, as each exists
immediately prior to the Effective Date, shall be the
Articles of Organization and Operating Agreement of the
surviving limited liability company.
3. State of Incorporation and Organization. Virginia is the
name of the state under whose law each of Mergerco and BIPC
are organized.
4. Terms and Conditions. On the "Effective Date", as defined
herein, all assets and properties of Mergerco shall be
vested in BIPC without reversion or impairment, and BIPC
shall be liable for all liabilities of Mergerco; provided,
however, that no member of BIPC which is a party to the
merger shall, as a result of the merger, become personally
liable for the liabilities or obligations of any other
person or entity unless that member approves the plan of
merger or otherwise consents to becoming personally liable.
5. Cancellation of Outstanding Membership Interest in Bear
Island Mergerco, LLC. On the Effective Date, the
outstanding membership interest in Mergerco shall be
canceled and cease to exist.
6. Adoption by Directors. This plan of merger shall be adopted
by written consents of all of the directors of Mergerco and
all of the directors of BIPC.
7. Approval by Shareholders and Members. This plan of merger
shall be approved by written consents of the sole member of
a Mergerco and the sole member of BIPC.
8. Articles of Merger. After the approval of this plan of
merger by the sole member of Mergerco and the sole member of
BIPC, an authorized officer of Mergerco, for and on behalf
of Mergerco, and an authorized officer of BIPC, for and on
behalf of BIPC as the surviving company, shall execute and
file with the Virginia State Corporation Commission
("COMMISSION") articles of merger and shall execute and
deliver such other documents and instruments and to take
such action as they may deem necessary or advisable to
effect and evidence the merger of Mergerco with and into
BIPC in accordance with the provisions of this plan of
merger.
9. Effective Date. The time and date at and on which the
merger of Mergerco with and into BIPC shall be effected (the
"EFFECTIVE DATE") shall be the time and date, if any,
specified in the articles of merger filed with the
Commission as the effective date of the certificate of
merger issued by the Commission, if no such time and date
are specified, the time and date at and on which the
certificate of merger shall be issued by the Commission.