EXHIBIT 3.2
BEAR ISLAND PAPER COMPANY, L.L.C.
OPERATING AGREEMENT
THIS OPERATING AGREEMENT is made as of November 3, 1997 by
and between BEAR ISLAND PAPER COMPANY, L.L.C. (the "COMPANY") and
BRANT-ALLEN INDUSTRIES, INC. as the sole Member of the Company.
ARTICLE I
FORMATION
1.1. Formation. The Member acknowledges the formation of
the Company as a Virginia limited liability company upon the
filing of Articles of Organization with the Virginia State
Corporation Commission and its issuance of a Certificate of
Organization on November 3, 1997.
1.2. Name. The name of the Company is "Bear Island Paper
Company, L.L.C."
1.3. Purpose. The purpose of the Company is to engage,
directly or indirectly through acquisition of interests in other
Persons, in the business of producing, selling and distributing
newsprint by (i) constructing, owning and operating a paper mill
(the "MILL") for the production of newsprint in Hanover County,
Virginia on the land (the "REAL PROPERTY") described in the deed
dated March 30, 1978 from Richmond Land Corporation to The Bato
Company, Inc., a New York corporation, recorded on March 30, 1978
in the Clerk's Office, Circuit Court, Hanover County, Virginia in
Deed Book 435 at page 667, as amended, and construction and
operation of a deinking facility at the Mill to permit the Mill
to produce recycled newsprint; (ii) selling and distributing the
newsprint produced by the Mill; (iii) acquiring, through
purchase, lease or otherwise, and trading in, timberlands and
timber rights for the purpose of meeting supply requirements of
the Mill; and (iv) doing all things which may be necessary or
desirable in connection therewith without materially changing the
essential nature of the Company s business (all of the foregoing
being hereinafter referred to as the "business "). The Company
may also pursue any other lawful activity approved by the Member.
1.4. Term. The term of the Company shall continue until
December 31, 2028, unless sooner dissolved and terminated in
accordance with the Act and this Agreement.
ARTICLE II
DEFINITIONS
Terms defined elsewhere in the text of this Agreement shall
have the meanings ascribed to them in text. Otherwise, as used
in this Agreement:
"ACT" means the Virginia Limited Liability Company Act,
Virginia Code Sections 13.1-1000, et seq.
"AFFILIATE" (or "CONTROLLING PERSON") means any Person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
another Person.
"AGREEMENT" means this Operating Agreement, as initially
executed, or as amended from time to time, as the context may
require.
"BANKRUPTCY" , with respect to any Person, means (i) making
an assignment for the benefit of creditors; (ii) filing a
voluntary petition in bankruptcy, (iii) becoming the subject of
an order for relief or being declared insolvent in any federal or
state bankruptcy or insolvency proceeding (unless such order is
dismissed within 90 days following entry); (iv) filing a petition
or answer seeking for himself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any statute, law, or regulation; (v) filing an
answer or other pleading admitting or failing to contest the
material allegation of a petition filed against him in any
proceeding similar in nature to those described in the preceding
clause, or otherwise failing to obtain dismissal of such petition
within 120 days following its filing; or (vi) seeking, consenting
to, or acquiescing in, the appointment of a trustee, receiver, or
liquidator of all or any substantial part of his properties.
"BOARD" means the Board of Directors described in Section
5.1.
"CAPITAL CONTRIBUTION" means, with respect to any Member,
the cash and the initial fair market value of any other property
that a Member has contributed to the Company pursuant to the
terms of this Agreement.
"CAPITAL PROCEEDS" means the net cash proceeds realized by
the Company from (1) refinancing of any Mortgage, (2) a Capital
Transaction, or (3) elimination of any unnecessary funded reserve
previously established and maintained in connection with any
Mortgage or other Company financing.
"CAPITAL TRANSACTION" means the sale, exchange, liquidation
or other disposition of, or any condemnation award or casualty
loss recovery with respect to, all or any part of the Property.
"CODE" means the Internal Revenue Code of 1986, as amended,
and any successor statute.
"COMPANY" means Bear Island Paper Company, L.L.C.
"INTEREST" means the entire ownership interest of a Member
in the Company at any particular time, including, without
limitation, allocations of profit or loss (or items thereof),
distributions, any and all rights to vote and otherwise
participate in the Company's affairs, and any benefits to which a
Member may be entitled under this Agreement or the Act, together
with the obligations of such Member to comply with the provisions
of this Agreement and the Act.
"LIQUIDATOR" means the Board or such Person as may be
designated by the Board, or in the absence thereof, such other
Person who is appointed in accordance with applicable law to take
all actions related to winding up of the Company's business and
distribution of the Company's assets.
"MEMBER" means Brant-Allen Industries, Inc.
"MORTGAGE" means any Company liability secured by real or
personal property, or any interest therein, owned by the Company.
"NET CASH FLOW" means, with respect to any fiscal year of
the Company, all cash receipts of the Company (other than any
Capital Proceeds) that are in excess of the amount that the Board
determines is required to satisfy the Company obligations
(including any obligations owed to any Member or Affiliate), the
Company's operating expenses and working capital requirements,
and the restoration, increase, or creation of reserves.
"NOTICE" means a writing containing all information
necessary to satisfy the purposes for which Notice is being
given, which is personally delivered, sent by postal or reputable
commercial overnight delivery service, or mailed, first-class
postage prepaid, addressed, as applicable, to a Member at its
address as appears from the Company's records and to any other
Person at his last known address.
"OFFICER" means the President and any other Person
designated by the Board as an officer of the Company.
"PERSON" means an individual, corporation (stock or
nonstock), unincorporated association (profit or nonprofit),
business trust, estate, partnership, limited liability company,
trust, or two or more persons having a joint or common economic
interest.
"PROPERTY" means and any interest in any real or personal
property owned or acquired from time to time by the Company.
ARTICLE III
MEMBER AND CAPITAL CONTRIBUTIONS
3.1. Member and Capital Contributions. The sole Member and
its business address are as follows:
Brant-Allen Industries, Inc.
80 Field Point Road
Greenwich, Connecticut 06830
The Member has made a Capital Contribution to the Company in the
amount of $5,000. The Member shall not be required to make any
additional Capital Contributions to the Company without its
written consent.
3.2. Interest on Capital Contribution. The Member shall not
be entitled to interest on its Capital Contribution.
3.3. Member Loans. If the Company requires additional funds
for any Company purpose then, subject to the provisions of
Section 5.3(b) of this Agreement, it may borrow needed funds from
the Member or other Person for such period of time and on such
terms as the Board and the lender may agree.
3.4. Loans not to be Treated as Capital Contributions.
Loans or advances by the Member to the Company shall not be
considered Capital Contributions and shall not increase the
Capital Account balance of the lending or advancing Member. No
Member shall be required to contribute or lend any money or
property to the Company.
ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS
4.1. Allocation of Profits and Losses from Operations and
Capital Transactions. All profits, losses and tax credits
(including any gain or loss arising from a Capital Transaction),
shall be allocated to the Member.
4.2. Distributions of Net Cash Flow. Net Cash Flow of the
Company shall be distributed to the Member annually (or at such
other times as the Board may determine).
4.3. Distribution of Capital Proceeds. Any Capital Proceeds
shall be distributed to the Member after payment of debts of the
Company to the extent required (including the payment of any
debts or obligations to the Member) and the setting aside of any
reserves which the Board deems reasonably necessary for
contingent, unforeseen or unmatured Company obligations.
ARTICLE V
MANAGEMENT OF COMPANY
5.1. Board of Directors.
(a) The operation of the Company shall be managed by a
Board which shall consist of not less than one (1) nor more than
eight (8) Directors selected by the Member as provided in Section
5.2. The initial Directors, who shall serve until their
successors are selected, shall be Edward D. Sherrick, Thomas E.
Armstrong, Peter M. Brant, Joseph Allen, Michael Conroy and
Robert Flug.
(b) Subject to the approval rights reserved to the
Member as provided in this Agreement, the Board shall have
exclusive authority and full discretion with respect to
management of the Company.
(c) The Board shall act by resolution duly adopted at
a meeting of the Board or by written consent of all Directors.
Directors may vote or give their consent in person or by proxy.
(d) No action may be taken by the Board without the
affirmative vote of a majority of the Directors present at a
meeting of Directors at which a quorum is present. A quorum for
a meeting of Directors shall consist of a majority of the
Directors.
5.2 Selection and Removal of Directors.
(a) The Member shall designate the Directors by Notice
to such Directors and the Company.
(b) The Member may, at any time, by Notice to the
Directors and the Company, remove any or all of the Directors and
substitute new Directors to serve in their stead.
(c) If any Director is unwilling or unable to serve or
is removed from office by the Member, the Member shall designate
the successor to such Director.
5.3. Exercise of Authority Granted to the Board.
(a) Subject to the limitations of Section 5.3(b), the
Board may delegate such general or specific authority to the
Officers of the Company as it from time to time considers
desirable, and the Officers may, subject to any restraints or
limitations imposed by the Board, exercise the authority granted
to them.
(b) Notwithstanding anything contained herein to the
contrary, the authority to determine the following matters with
respect to the Company shall be retained by the Board and any
action with respect thereto may be taken by the Officers of the
Company (with such general or specific limitations as may be
determined by the Board) only after the Board has approved the
action in question in accordance with this Section:
(i) appointing or removing any Officer;
(ii) determining the compensation to be paid to
any Officer or entering into any agreement with respect to the
employment of any Officer;
(iii) borrowing or incurring indebtedness on
behalf of the Company;
(iv) assigning, transferring, pledging, or
compromising any debts due to the Company, except on full
payment;
(v) acquiring or starting up any business
activity or venture or interest therein;
(vi) pledging, assigning or otherwise encumbering
any property or assets of the Company;
(vii) selling or otherwise disposing of, or
contracting to sell or otherwise dispose of, any of the Company s
assets in any one transaction or in any series of transactions
out of the ordinary course of business of the Company;
(viii) entering into any contract or commitment
obligating the Company to make aggregate capital or other
expenditures of more than $100,000 other than in the ordinary
course of business of the Company;
(ix) reorganizing or restructuring the Company;
(x) voluntarily taking any action that would
cause Bankruptcy of the Company; and
(xi) acquiring any equity or debt securities of
any Member or any of its Affiliates, or otherwise make loans to
any Member or any of its Affiliates.
5.4. Meetings of the Board.
(a) The Board shall hold not less than four (4)
regular meetings each year on such dates and at such times as may
be designated by the Board or the President.
(b) Special meetings of the Board may be held at any
time, upon call of the President or any Director.
(c) Unless waived in writing by all of the Directors
(either before or after a meeting) at least five (5) business
days prior Notice of any meeting shall be given to each Director
and the Member. Such Notice shall, in the case of a special
meeting, state the purpose for which such meeting has been
called. No business may be conducted or action taken at such
meeting that is not provided for in such Notice.
(d) Members of the Board may participate in a meeting
of such Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation shall constitute presence in person at such
meeting.
5.5. Officers of the Company.
(a) The Company shall have such Officers as may be
designated by the Board pursuant to Section 5.3(b) from time to
time, who shall act as agents of the Company, shall have such
powers as are usually exercised by comparably designated officers
of a Virginia corporation and shall have the power to bind the
Company through exercise of such powers, to the extent consistent
with the terms of this Agreement. The Officers designated as
provided in Section 5.3(b) shall, unless and until removed from
office, and subject to Section 5.5(d), act as agents of the
Company.
(b) Peter M. Brant is hereby appointed as Chairman of
the Board and President of the Company and shall, unless and
until removed from office, act as an agent of the Company. The
President shall also serve as Chief Executive Officer of the
Company.
(c) The following are hereby appointed to the offices
set forth opposite their respective names to serve until removed
from office:
Joseph Allen - Executive Vice President and Chief
Operating Officer
Edward D. Sherrick - Vice President of Finance
Thomas E. Armstrong - Vice President of Sales and
Manufacturing
5.6. Execution of Documents.
(a) Any deed, deed of trust, lease, bill of sale,
security agreement, financing statement, contract of purchase or
sale or other contract or instrument purporting to bind the
Company or convey or encumber any of the assets of the Company,
may be signed by any Officer, or such other person or persons as
the Board may designate, after obtaining the approval required by
this Agreement, and no other signature shall be required.
(b) Any Person dealing with the Company shall be
entitled to rely on a certificate of any Officer as conclusive
evidence of the incumbency of any Officer and his authority to
take action on behalf of the Company, and shall be entitled to
rely on a copy of any resolution or other action taken by the
Board and certified by any Officer as conclusive evidence of such
action and of the authority of the Officer referred to in such
resolution to bind the Company to the extent set forth therein.
5.7. Approval Rights of Member. Notwithstanding anything in
this Agreement to the contrary, the following actions by the
Company shall require the written consent of the Member:
(a) The adoption of a plan of merger or consolidation
involving the Company;
(b) The sale, lease, exchange or other disposition of
all, or substantially all, of the property of the Company,
otherwise than in the usual and ordinary course of business of
the Company;
(c) Dissolution of the Company; or
(d) Amendment of this Agreement.
5.8. Expenses. The Directors and the Officers shall be
entitled to have the Company pay, or to be reimbursed by the
Company for, all expenses reasonably incurred by them in
furtherance of the business of the Company.
ARTICLE VI
INDEMNIFICATION
6.1. Indemnification of Members, Directors and Officers.
Except as provided in Section 6.3, every Person who was or is a
party, or who is threatened to be made a party, to any pending,
completed or impending action, suit or proceeding of any kind,
whether civil, criminal, administrative, arbitrative or
investigative (whether or not by or in the right of the Company)
by reason of (i) being or having been a Director, Officer or
Member of the Company, (ii) being or having been a member,
manager, partner, officer or director of any other entity at the
request of the Company, or (iii) serving or having served in a
representative capacity for the Company in connection with any
partnership, joint venture, committee, trust, employee benefit
plan or other enterprise, shall be indemnified by the Company
against all expenses (including attorneys' fees), judgments,
fines, penalties, awards, costs, amounts paid in settlement and
liabilities of all kinds, actually incurred by him incidental to
or resulting from such action, suit or proceeding to the fullest
extent permitted under the Act, without limiting any other
indemnification rights to which he otherwise may be entitled.
The Company may, but shall not be required to, purchase insurance
on behalf of such Person against liability asserted against or
incurred by him in his capacity as a Director, Officer or Member
whether or not the Company would have authority to indemnify him
against the same liability under the provisions of this Section
6.1 or the Act.
6.2. Liability Limitation. Except as otherwise expressly
provided in this Agreement, no Director, Officer or Member shall
have liability to the Company or other Members for monetary
damages resulting from a single transaction, occurrence or
isolated course of conduct which does not constitute willful
wrongdoing or intentional disregard of the terms of this
Agreement, it being the intent and purpose of this Section 6.2
that no Director, Officer or Member have such liability for
errors made in the exercise of good faith judgment and as a
result of actions which such Director, Officer or Member
reasonably believed to be in, or not opposed to, the best
interest of the Company.
6.3. Qualification of Indemnification and Liability
Limitation. The indemnification rights and limitations on
liabilities set forth in Sections 6.1 and 6.2 shall not apply to
claims based upon any willful misconduct, intentional breach or
disregard of the terms of this Agreement or knowing violation of
criminal law, nor shall such indemnification rights and
limitations on liabilities preclude the Company or any Member
from recovery for any loss or damage otherwise covered under any
insurance policy or fidelity bonding. Nothing herein shall be
deemed to prohibit or limit the Company's right to pay, or obtain
insurance covering, the costs (including attorneys' fees) to
defend an indemnitee, Director, Officer or Member against any
such claims, subject to a full reservation of rights to
reimbursement in the event of a final adjudication adverse to
such indemnitee, Director, Officer or Member.
6.4. Advances for Expenses. Expenses (including attorneys'
fees) incurred by or in respect of any such person in connection
with any such action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, may be
paid by the Company in advance of the final disposition thereof
upon receipt of an undertaking by, or on behalf of, such person
to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the Company, in which
case reimbursement shall not be required.
6.5. Elimination of Liability. The Member acknowledges,
agrees and desires that the liability of any Director, Officer or
Member to the Company or to any Member shall be eliminated, to
the maximum extent possible, pursuant to Virginia Code
Section 13.1-1025, as amended. The provisions of this Article
are in addition to, and not in substitution for, any other right
to indemnity to which any person who is or may be indemnified by
or pursuant to this Article may otherwise be entitled, and to the
powers otherwise accorded by law to the Company to indemnify any
such person and to purchase and maintain insurance on behalf of
any such person against any liability asserted against or
incurred by him in any capacity referred to in this Article or
arising from his status as serving or having served in any such
capacity (whether or not the Company would have the power to
indemnify against such liability).
6.6. No Retroactive Effect of Amendment. No amendment or
repeal of this Article shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
6.7. No Personal Liability of Members. Notwithstanding any
other provisions of this Article VI, the indemnification provided
in this Article shall not cause the Member to incur any liability
beyond its total agreed Capital Contributions plus its share of
any undistributed profits of the Company, nor shall it result in
any liability of a Member to any third party.
ARTICLE VII
TRANSFER OF MEMBERSHIP INTEREST
7.1. Transfer of Interest. The Member may transfer, sell,
give, encumber, assign, pledge or otherwise dispose of all or any
part of its Interest upon Notice to the Board and execution of
such amendments to this Agreement and such other documents or
instruments as the Board may reasonably require.
7.2. Rights of Assignee or Transferee. Any transfer or
assignment of a Membership Interest as set forth in this Article
VII shall be effective only to give the transferee or assignee
the right to receive the share of tax allocations and
distributions to which the transferring Member would otherwise be
entitled unless the transferring Member expressly provides in
writing that the transferee or assignee shall have the right to
become a Substitute Member and the assignee or transferee agrees
to be bound by all the terms and conditions of this Agreement.
Unless and until a transferee or assignee is admitted as a
Substitute Member, the transferee or assignee shall have no right
to exercise any of the powers, rights and privileges of a Member
hereunder.
ARTICLE VIII
DISSOLUTION
8.1. Events Resulting in Dissolution. The Company will be
dissolved upon the earlier of the expiration of its term or the
occurrence of any of the following:
(a) The election of the Member;
(b) The expiration of 30 days following the sale or
transfer of all of the assets of the Company; or
(c) As otherwise required by the Act or the provisions
of this Agreement.
8.2. Winding Up and Distribution.
(a) Upon the dissolution of the Company pursuant to
Section 8.1, the Company's business shall be wound up and its
assets liquidated by the Liquidator as provided in this
Section 8.2, and the net proceeds of such liquidation shall be
distributed to the Member.
(b) The Liquidator shall file all certificates and
notices of the Company's dissolution required by law. The
Liquidator shall sell and otherwise liquidate the Company's
assets without unnecessary delay; provided however, that to the
extent undue loss to the Members would result from immediate sale
of any Company assets, the Liquidator may defer liquidation of
such assets for a reasonable time, unless prohibited by the Act,
or unless proceeds of liquidation are required to satisfy the
Company's debts and liabilities to Persons other than the Member
and Affiliates of the Member. Upon the complete liquidation of
the Company's assets and distribution to the Member, it shall
cease to be a Member of the Company, and the Liquidator shall
execute, acknowledge and cause to be filed all certificates and
notices required by law to terminate the existence of the
Company.
(c) Promptly following the Company's dissolution
pursuant to Section 8.1, the Company's accountants shall prepare,
and the Liquidator shall furnish to the Member, a statement
setting forth the assets and liabilities of the Company.
Promptly following the complete liquidation and distribution of
the Company's assets, the Company's accountants shall prepare,
and the Liquidator shall furnish to each Member, a statement of
account for the liquidation and distribution of the Company's
assets.
ARTICLE IX
MISCELLANEOUS
9.1. Books and Records. At all times during the term of the
Company, the Company shall keep, or cause to be kept, full and
faithful books of account, records and supporting documents,
which shall reflect, completely, accurately and in reasonable
detail, each transaction of the Company. The books of account,
records and all documents and other writings of the Company shall
be kept and maintained at the principal office of the Company.
The Member or its designated representative shall have access to
such financial books, records and documents during reasonable
business hours and may inspect and make copies of any of them at
its own expense. The Company shall keep at its principal office
the following:
(a) A current list of the full name and last known
business address of each Member;
(b) A copy of the Articles of Organization and
Certificate of Organization and all Articles of Amendment and
Certificates of Amendment;
(c) Copies of the Company's federal, state and local
income tax returns and reports, if any, for the three most recent
years; and
(d) Copies of the Agreement, as amended, and of any
financial statements of the Company for the three most recent
years.
9.2. Custody of Company Funds; Bank Accounts.
(a) The Board, or such Officer as the Board shall
appoint, shall have fiduciary responsibility for the safekeeping
and use of all funds and assets of the Company, whether or not in
his immediate possession or control. The Company's funds shall
not be commingled with the funds of any other Person and no
Director or Officer shall use, or permit use of, the Company's
funds in any manner except for the benefit of the Company.
(b) All funds of the Company not otherwise invested
shall be deposited in one or more accounts maintained in such
federally-insured financial institutions as the Board may deem
appropriate, and withdrawals shall be made only in the regular
course of Company business on such signature or signatures as the
Board may specify.
9.3. Tax Matters Partner. The Member shall be the "Tax
Matters Partner" (as defined in Code Section 6231(a)(7)) for
federal income tax purposes, and as such, shall represent the
Company in dealing with the Internal Revenue Service or other
state or federal tax authorities, and shall be the Member to whom
all official government tax notices shall be sent.
9.4. Accountants; Tax Filings and Financial Statements. The
Company shall engage a certified public accountant or accounting
firm to perform accounting services for the Company, which shall
be selected by the Board. The accountant shall prepare all
Company tax returns, and at least annually shall prepare
financial statements for the Company effective as of the end of
each fiscal year, to include a balance sheet, profit and loss
statement, and cash flow statement.
9.5. Tax Elections. In the event that a Member transfers
all or any part of its Interest, the Company may elect to adjust
the basis of Company assets in accordance with Code Sections 743
and 754, if the Board consents to such election. Except to the
extent otherwise required as a consequence of an election made
pursuant to Code Section 754 with respect to any Member's
Interest, the determination of profits, losses and cash
distributions shall be made in accordance with this Agreement.
Appropriate adjustments shall be made in the determination of
profits, losses and cash distributions to be allocated or made to
any Member whose Interest has been affected by an election made
pursuant to Code Section 754. Each Member shall furnish the
Company with all information necessary to give effect to such
election. The Board may, based upon the advice of the Company's
accountants, cause the Company to may make any other election
permitted under any provision of the Code.
9.6. Fiscal Year. The fiscal year of the Company shall be
the fiscal year of the Member.
9.7. Amendment. This Agreement may be modified or amended
only by a written instrument executed by the Member.
9.8. Enforceability and Severability. The waiver by any
party to this Agreement of a breach of any provision of this
Agreement will not operate or be construed as a waiver of any
subsequent breach by any party. If any term or provision of this
Agreement or the application thereof to any Person or
circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement and the application of such term
or provision to Persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Agreement shall be
valid and be enforceable to the fullest extent permitted by law.
9.9. Binding Effect. This Agreement will inure to the
benefit of and be binding upon the parties to this Agreement,
their successors, heirs, personal representatives and assigns.
9.10. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an original
but all of which together will constitute one instrument, binding
upon all parties hereto, notwithstanding that all of such parties
may not have executed the same counterpart.
9.11. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the Commonwealth of
Virginia, without reference to its conflicts of laws rules.
9.12. Pronouns and Plurals. All pronouns used herein
shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the Person or Persons may
require in the context, and the singular form of nouns, pronouns
and verbs shall include the plural, and vice versa, whichever the
context may require.
9.13. Entire Agreement. This Agreement contains the
entire understanding of the Member. There are no representations,
agreements, arrangements or understandings, oral or written, of
the Member relating to the subject matter of this Agreement, which
are not fully expressed in this Agreement.
MEMBER: BRANT-ALLEN INDUSTRIES, INC.
By: /s/ Joseph Allen
_______________________
Name: Joseph Allen
Title: Chief Operating Officer
COMPANY: BEAR ISLAND PAPER COMPANY, L.L.C.
By: /s/ Peter M. Brant
________________________
Name: Peter M. Brant
Title: President
SEEN AND AGREED:
INITIAL DIRECTORS:
/s/ PETER M. BRANT
_________________________
PETER M. BRANT
/s/ JOSEPH ALLEN
_________________________
JOSEPH ALLEN
/s/ EDWARD D. SHERRICK
_________________________
EDWARD D. SHERRICK
/s/ THOMAS E. ARMSTRONG
_________________________
THOMAS E. ARMSTRONG
/s/ MICHAEL CONROY
_________________________
MICHAEL CONROY
/s/ ROBERT FLUG
_________________________
ROBERT FLUG