<Page>
Exhibit 3.121
[SEAL]
NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
- --------------------------------------------------------------------------------
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
U.S. FIBER, INC.
the original of which is now on file and a matter of record in this office.
[SEAL]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 17th day of May, 2002.
/s/ Elaine F. Marshall
SECRETARY OF STATE
Certification Number: 6132132-1 Page: 1 of 3 Ref.# 4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.
<Page>
0-0426020
FILED
ARTICLES OF INCORPORATION 9:25 AM
97 122 9006 MAY 02 1997
OF
EFFECTIVE _________
U.S. FIBER, INC. ELAINE F MARSHALL
SECRETARY OF STATE
NORTH CAROLINA
The undersigned, being a natural person of at least eighteen (18) years of
age, hereby makes and acknowledges these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina, as set forth in Chapter 55 of the North Carolina
General Statutes, entitled the "North Carolina Business Corporations Act."
ARTICLE I
NAME
The name of the corporation is U.S. Fiber, Inc.
ARTICLE II
STOCK
The aggregate number of shares which the corporation shall have the
authority to issue is one thousand (1,000) shares of a single class of common
capital stock having a par value of one cent ($.01) per share.
ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT
The street address and mailing address of the corporation's registered
office, which is located in Mecklenburg County, North Carolina, is: 2101 Rexford
Road, Suite 236-E, Charlotte, North Carolina 28211. The name of the registered
agent who is located at the registered street address and mailing address of the
corporation is Berryman L. Bourne.
ARTICLE IV
PURPOSE
The purpose for which the corporation is formed is to engage in any lawful
activity.
ARTICLE V
INCORPORATOR
The incorporator is Berryman L. Bourne, whose address is: 2101 Rexford
Road, Suite 236-E, Charlotte, North Carolina 28211 (Mecklenburg County).
Certificate Number: 6132132-1 Page: 2 of 3
<Page>
ARTICLE VI
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors shall
be one (1); and the name and address of the persons who are to serve as
directors until the first meeting of shareholders, or until their successors are
elected and qualified are:
NAME ADDRESS
---- -------
Paul A. Garrett 2101 Rexford Road
Suite 236-E
Mecklenburg County
Charlotte, NC 28211
ARTICLE VII
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
A director of the corporation shall not be personally liable to the
corporation or any of its shareholders for monetary damages arising from any
breach of duty as a director, except for liability with respect to (i) any act
or omission that the director at the time of such act or omission knew or
believed was clearly in conflict with the best interest of the corporation, (ii)
any liability under N.C. Gen. Stat. Section 55-8-33, or (iii) any transaction
from which the director derived an improper personal benefit.
ARTICLE VIII
EFFECTIVE DATE
These Articles of Incorporation shall be effective upon filing in the
office of the North Carolina Secretary of State.
This the 30th day of APRIL, 1997.
/s/ Berryman L. Bourne
----------------------
Berryman L. Bourne,
Incorporator
2
Certificate Number: 6132132-1 Page: 3 of 3
<Page>
[SEAL]
NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
- --------------------------------------------------------------------------------
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF MERGER
OF
U.S. FIBER, INC.
the original of which is now on file and a matter of record in this office.
[SEAL]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 17th day of May, 2002.
/s/ Elaine F. Marshall
SECRETARY OF STATE
Certification Number: 6132133-1 Page: 1 of 9 Ref.# 4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.
<Page>
0-0426020
FILED
ARTICLES OF MERGER 3:10 PM
97 128 9038 OF MAY 08 1997
SUNCOAST MFG. CO., N.C.
WITH AND INTO EFFECTIVE _______
U.S. FIBER, INC. ELAINE F MARSHALL
SECRETARY OF STATE
NORTH CAROLINA
----------
These Articles of Merger are made between U.S. FIBER, INC. a North Carolina
corporation (the "Surviving Corporation"), and SUNCOAST MFG. CO., N.C., a
Florida corporation (the "Merging Corporation"), and submitted to the North
Carolina Secretary of State and the Department of the State of Florida by each
of the companies participating in the merger.
Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 607.1105 of the Florida Business Corporation Act, the Merging
Corporation and the Surviving Corporation adopt the following Articles of Merger
for the purpose of merging the Merging Corporation with and into the Surviving
Corporation, which shall be the surviving corporation.
1. The Plan of Merger, dated the 7th day of May, 1997, a copy of which is
attached hereto as "Exhibit A" and incorporated herein, was unanimously
approved and adopted by the respective stockholders of the Merging Corporation
and the Surviving Corporation on that date.
2. Pursuant to the Plan and Agreement of Merger, all issued and
outstanding shares of Merging Corporation's stock will be exchanged for common
stock of Surviving Corporation's parent, FCR, INC., a Delaware corporation (the
"Parent Corporation"), as provided therein.
3. The effective date of the merger shall be the date of filing of these
Articles of Merger with the Secretary of State of North Carolina.
4. Upon the merger becoming effective, the Surviving Corporation shall be
deemed (i) to appoint the Secretary of State of Florida as its agent for service
of process in the State of Florida in a proceeding to enforce any obligation or
the rights of dissenting shareholders of Merging Corporation, and (ii) to agree
that it will promptly pay to the dissenting shareholders of the Merging
Corporation the amount, if any, to which they are entitled under section
607.1302 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, the parties have executed these Articles of Merger this
7th day of May, 1997.
U.S. FIBER, INC., a North Carolina
corporation
By: /s/ Paul A. Garrett
-------------------
Paul A. Garrett,
President
Certificate Number: 6132133-1 Page: 2 of 9
<Page>
SUNCOAST MFG. CO., N.C., a Florida
corporation
By: /s/ Alfred J. Vincelli, Sr. President
-------------------------------------
Alfred J. Vincelli, Sr.,
President
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
The foregoing instrument was acknowledged, sworn to and subscribed before
me this 7th day of May, 1997, by Paul A. Garrett, as President of U.S. Fiber,
Inc., a North Carolina corporation and a wholly owned subsidiary of FCR, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me
and did take an oath.
NOTARY PUBLIC:
/s/ Kimberly R. Paris
---------------------
Name: Kimberly R. Paris
STATE OF NC (SEAL)
My Commission Expires:
November 17, 1999
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
The foregoing instrument was acknowledged, sworn to and subscribed before
me this 7th day of May, 1997, by Alfred J. Vincelli, Sr., as President of
Suncoast Mfg. Co., N.C., a Florida corporation, on behalf of the corporation. He
is personally known to me and did take an oath.
NOTARY PUBLIC:
/s/ Kimberly R. Paris
---------------------
Name: Kimberly R. Paris
STATE OF NC (SEAL)
My Commission Expires:
November 17, 1999
2
Certificate Number: 6132133-1 Page: 3 of 9
<Page>
PLAN OF MERGER
OF
SUNCOAST MFG. CO., N.C.
WITH AND INTO
U.S. FIBER, INC.
----------
This Plan of Merger is entered into on May 7, 1997, by SUNCOAST MFG. CO.,
N.C., a Florida corporation (the "Merging Corporation"), U.S. FIBER, INC., a
North Carolina corporation (the "Surviving Corporation"), and FCR, INC., a
Delaware corporation (the "Parent Corporation").
BACKGROUND
The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly-owned subsidiary of the
Parent Corporation.
The Merging Corporation is a business corporation of the State of Florida
with its principal office therein located at 905 E. MLK, Jr. Dr., Suite 400,
Tarpon Springs, Florida 34689.
The Parent Corporation is a business corporation of the State of Delaware
with its principal office located at 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.
The Merging Corporation and the Surviving Corporation and their respective
Boards of Director deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the Business Corporation Act of the State of Florida and North
Carolina Business Corporation Act.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:
Section 1. EFFECTIVE DATE.
The effective date (the "Effective Date") of the Merger shall be the date
of filing of the Articles of Merger in both the Department of State of Florida
and the Secretary of State of North Carolina, in accordance with the applicable
corporation laws of the States of North Carolina and Florida.
Certificate Number: 6132133-1 Page: 4 of 9
<Page>
Section 2. ADOPTION OF PLAN OF MERGER.
The shareholders and directors of the Merging Corporation unanimously
adopted and approved this Plan of Merger on May 7, 1997. The shareholder and
directors of the Surviving Corporation unanimously adopted and approved this
Plan of Merger on May 7, 1997. The directors of Parent Corporation unanimously
adopted and approved this Plan of Merger on May 7, 1997.
Section 3. PLAN OF MERGER.
3.1 In accordance with the provisions of the Stock Purchase Agreement
and Plan and Agreement of Merger among the Parent Corporation, the Merging
Corporation, the Surviving Corporation, and Albert J. Vincelli, Sr., for the
purchase of stock of Suncoast Insulation Mfg. Co. and merger of the Merging
Corporation with and into the Surviving Corporation (the "Stock Purchase
Agreement") and the corporation laws of the States of North Carolina and
Florida, at the Effective Date, the Merging Corporation shall be merged with and
into the Surviving Corporation, and the Surviving Corporation, as the surviving
corporation in the Merger, (a) shall be a wholly owned subsidiary of the Parent
Corporation, (b) shall continue its corporate existence under the laws of the
State of North Carolina, and (c) shall succeed to all rights, assets,
liabilities, and obligations of the Merging Corporation and the Surviving
Corporation. The separate corporate existence of the Merging Corporation shall
terminate at the Effective Date.
3.2 At the Effective Date, the current Articles of Incorporation of the
Surviving Corporation, as in effect immediately prior to the Effective Date,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Date, and thereafter may be amended in accordance with its terms and
as provided by applicable law.
3.3 At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.
3.4 Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Date, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Date.
3.5 At the Effective Date, all of the issued and outstanding shares of
stock of the Merging Corporation owned by the shareholder(s) of the Merging
Corporation on the Effective Date shall, by virtue of the Merger, and without
any action on the part the holders thereof, be converted into an aggregate of
(1) Three Hundred Fifty Thousand (350,000) shares of the Parent corporation's
common stock (the "Initial Stock"), (2) Two Million dollars ($2,000,000) in cash
paid by the Parent corporation by wire transfer, and (3) the right to receive
from the Parent Corporation any additional consideration which may become due
under Section 4 below.
2
Certificate Number: 6132133-1 Page: 5 of 9
<Page>
3.6 At the Effective Date, the outstanding shares of the Surviving
Corporation will not be converted, exchanged or altered in any manner as a
result of the Merger and will remain outstanding as shares of the Surviving
Corporation.
3.7 Simultaneously with the issuance of the Initial Stock and payment of
the cash consideration as set forth in Section 3.5 above, each holder of an
outstanding certificate or certificates theretofore representing shares of the
capital stock of the Merging Corporation shall surrender the same to the Parent
corporation and shall receive in exchange a certificate or certificates
representing such holder's pro rata share of the Initial Stock.
3.8 The parties agree that the value of each share of the capital stock
of the Merging Corporation on the Effective Date is $11,000.00 per share, which
amount is subject to adjustment pursuant to Section 4 below. The parties further
agree that the value of each share of common stock of the Parent Corporation on
the Effective Date is $10.00 per share. The number of issued and outstanding
shares of capital stock of the Merging Corporation on the Effective Date shall
be 500 shares.
Section 4. ADDITIONAL CONTINGENT MERGER CONSIDERATION.
4.1 As additional consideration pursuant to the Merger, the
shareholder(s) of the Merging Corporation shall be entitled to 50,000 shares of
the Parent Corporation's common stock (said 50,000 shares being subject to
proportionate and equitable adjustment in the event of any stock split, stock
dividend, combination or similar recapitalization affecting the Parent
Corporation's common stock) in the event the EBIT (as defined below) of the
Surviving Corporation and Suncoast Insulation Mfg. Co., a Florida corporation
("Suncoast Florida"), for the period of May 1, 1997 through April 30, 1998
("1997 EBIT") exceeds $2,250,000 (the "1997 N.C. Earn-Out"), plus an additional
50,000 shares of the Parent Corporation's common stock (subject to proportionate
and equitable adjustment as set forth above) in the event the Surviving
Corporation and Suncoast Florida's EBIT (as defined below) for the period May 1,
1998 through April 30, 1999 ("1998 EBIT") exceeds $2,750,000 (the "1998 N.C.
Earn-Out" and, together with the 1997 N.C. Earn-Out, the "N.C. Earn-Out");
provided, however, that if the 1997 EBIT is less than $2,250,000 or the 1998
EBIT is less than $2,750,000, but the average of the 1997 EBIT and the 1998 EBIT
exceeds $2,500,000, then the North Carolina Earn-Out shall be considered full
earned.
"EBIT" shall be the consolidated earnings of the Surviving Corporation and
Suncoast Florida before payment or accrual of interest in federal, state and
local income taxes, and as adjusted in accordance with the provisions of
Schedule 2 of the Stock Purchase Agreement, determined (except as provided in
said Schedule 2) in accordance with generally accepted accounting principals
consistently applied.
If earned, the 1997 N.C. Earn-Out and the 1998 N.C. Earn-Out shall be paid
as follows:
3
Certificate Number: 6132133-1 Page: 6 of 9
<Page>
(i) The Parent Corporation's common stock representing the 1997 N.C.
Earn-Out shall be issued by the Parent Corporation to the
shareholder(s) of the Merging Corporation, effective on July 1,
1998; provided, however, that so long as there is not then
existing an Event of Default as defined in the Credit Agreement
among LaSalle National Bank, the Parent Corporation and its
Subsidiaries (an "Event of Default"), and so long as no Event of
Default would result from the Parent Corporation's compliance with
such election: (1) in lieu of such issuance of stock, said
shareholder(s) of the Surviving Corporation may, by written notice
to the Parent Corporation delivered before July 1, 1998, elect to
receive a promissory note from the Parent Corporation, in the form
attached as Schedule 2.6 to the Stock Purchase Agreement, providing
for payment of $500,000 from the Parent Corporation in twenty-four
(24) successive equal monthly installments of principal, plus
accrued interest at eight percent (8%) per annum, beginning on July
31, 1998 and continuing on the last day of each month thereafter
through and including June 30, 2000 (provided, however, that the
Parent Corporation may prepay such principal amount at any time
without penalty or premium), and (2) in lieu of such issuance of
stock, and notwithstanding any election by said shareholder(s) of
the Surviving Corporation under Clause (1) of this subsection
4.1(i), the Parent Corporation may, by written notice to said
shareholder(s) delivered on or before July 31, 1998, elect to pay
said shareholder(s) $500,000 in cash before July 31, 1998, together
with interest thereon from July 1, 1998 until the date of payment;
and
(ii) The Parent Corporation's common stock representing the 1998 N.C.
Earn-Out shall be issued to the shareholder(s) of the Merging
Corporation, effective on July 1, 1999; provided, however, that so
long as there is not then existing an Event of Default, and so long
as no Event of Default would result from the Parent Corporation's
compliance with such election: (1) in lieu of such issuance of
stock, said shareholder(s) of the Surviving Corporation may, by
written notice to the Parent Corporation delivered before July l,
1999, elect to receive a promissory note from the Parent Corporation
in, the form attached as Schedule 2.6 to the Stock Purchase
Agreement, providing for payment of $500,000 from the Parent
Corporation in twenty-four (24) successive equal monthly
installments of principal, plus accrued interest at eight percent
(8%) per annum, beginning on July 31, 1999 and continuing on the
last day of each month thereafter through and including June 30,
2001 (provided, however, that Purchaser may prepay such principal
amount at any time without penalty or premium), and (2) in lieu of
such issuance of stock, and notwithstanding any election by said
shareholder(s) of the Surviving Corporation under Clause (1) of this
subsection 4.1(ii), the Parent Corporation may, by written notice to
said shareholder(s) delivered on or before July 31, 1999, elect to
pay said shareholder(s) $500,000 in cash before
4
Certificate Number :6132133-1 Page: 7 of 9
<Page>
July 31, 1999, together with interest thereon from July 1, 1999
until the date of payment; and
(iii) In the event the 1997 EBIT was not sufficient to earn the 1997 N.C.
Earn-Out, but the 1997 N.C. Earn-Out subsequently is earned because
the average of 1997 EBIT and 1998 EBIT exceeds $2,500,000, then the
foregoing provisions regarding payment of the 1998 N.C. Earn-Out,
and all elections relating thereto, shall apply to the 1997 N.C.
Earn-Out, so that all such payments, elections, and accruals of
interest with respect to the 1997 Earn-Out shall be made as of the
dates and within the time periods set forth in Section 4.1(ii) above
for the 1998 N.C. Earn-Out.
4.2 Notwithstanding the foregoing provisions of this Section 4, in the
event (i) the Parent Company executes an agreement with an underwriter on or
prior to April 30, 1998 in connection with a contemplated initial public
offering of the Parent Company's common stock, and the initial public offering
contemplated by that agreement is subsequently, (either before or after April
30, 1998) consummated (whether or not with the same underwriter), the N.C
Earn-Out shall be considered fully earned, or (ii) the Parent Corporation
executes an agreement with an underwriter on or prior to April 30, 1999 in
connection with the contemplated initial public offering of the Parent
Corporation's common stock, and the initial public offering contemplated by that
agreement is subsequently (either before or after April 30, 1999) consummated
(whether or not with the same underwriter), the 1998 N.C. Earn-Out shall be
considered fully earned. The 1997 N.C. Earn-Out and/or 1998 N.C. Earn-Out (as
applicable) shall be issued (subject to any election described under clause (i)
or (ii) of Section 4.1), by the Parent Company within five (5) business days
following the consummation of the initial public offering, which shall be
considered for purposes of this Section 4 to be the date on which the
registration statement relating to such offering becomes effective.
Section 5. FURTHER ASSURANCES.
If, at any time after the Effective Date, the Surviving Corporation shall
consider or be advised that any further assignments, or assurances in law or any
other things, are necessary or desirable to vest, perfect, or confirm of record
or otherwise, in the Surviving Corporation, the title to any property, right,
privilege, power, immunity, purpose or franchise of the Merging Corporation
acquired or to be acquired by reason of, or as a result of the Merger, the
Merging Corporation and its proper officers and directors shall and will execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary and proper to vest, perfect or confirm title to the same in the
Surviving Corporation and otherwise to carry out the intent and purposes of
these Articles and Plan of Merger, and the proper officers and directors of the
Surviving Corporation or the Merging Corporation, as the case may be, whether
past or remaining in office, are fully authorized in the name of the Merging
Corporation or otherwise to take any and all such action.
5
Certificate Number: 6132133-1 Page: 8 of 9
<Page>
Section 6. CONSTRUCTION.
This Plan of Merger shall be interpreted without regard to any presumption
or rule requiring construction against the party causing this Plan of Merger to
be drafted,
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.
U.S. FIBER, INC., A North Carolina
corporation
By:/s/ Paul A. Garrett
-------------------
Paul A. Garrett.,
President
FCR, INC., a Delaware corporation
By:/s/ Paul A. Garrett
-------------------
Paul A. Garrett,
Chief Executive Officer
SUNCOAST MFG. CO., N.C., a Florida
corporation
By:/s/ Alfred J. Vincelli Sr President
-----------------------------------
Alfred J. Vincelli Sr.,
President
6
Certificate Number 6132133-1 Page: 9 of 9
<Page>
[SEAL]
NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
- --------------------------------------------------------------------------------
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF MERGER
OF
U.S. FIBER, INC.
the original of which is now on file and a matter of record in this office.
[SEAL]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 17th day of May, 2002.
/s/ Elaine F. Marshall
SECRETARY OF STATE
Certification Number: 6132134-1 Page: 1 of 7 Ref.# 4848081
Verify this certificate online at www.secretary.state.nc.us/Verification.
<Page>
0-0426020
FILED
2:56 PM
JUN 26 1997
ARTICLES OF MERGER
97 177 9039 OF EFFECTIVE JUN 30, 1997
SUNCOAST INSULATION MFG. CO. 11:55-59
WITH AND INTO ELAINE F MARSHALL
U.S. FIBER, INC. SECRETARY OF STATE
NORTH CAROLINA
----------
These Articles of Merger are made between U.S. FIBER, INC. a North Carolina
corporation (the "Surviving Corporation"), and SUNCOAST INSULATION MFG. CO., a
Florida corporation (the "Merging Corporation"), and submitted to the North
Carolina Secretary of State and the Department of the State of Florida by each
of the companies participating in the merger.
Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 607.1105 of the Florida Business Corporation Act, the Merging
Corporation and the Surviving Corporation adopt the following Articles of Merger
for the purpose of merging the Merging Corporation with and into the Surviving
Corporation, which shall be the surviving corporation.
1. The Plan of Merger, dated the 23 day of June, 1997, a copy of which
is attached hereto as "Exhibit A" and incorporated herein, was unanimously
approved and adopted by the respective stockholders of the Merging Corporation
and the Surviving Corporation on that date.
2. Pursuant to the Plan of Merger, all issued and outstanding shares of
Merging Corporation's stock will be dissolved as provided therein.
3. The effective date of the merger shall be June 30, 1997.
4. Upon the merger becoming effective, the Surviving Corporation shall
be deemed (i) to appoint the Secretary of State of Florida as its agent for
service of process in the State of Florida in a proceeding to enforce any
obligation or the rights of dissenting shareholders of Merging Corporation, and
(ii) to agree that it will promptly pay to the dissenting shareholders of the
Merging Corporation the amount, if any, to which they are entitled under section
607.1302 of the Florida Business Corporation Act.
5. This merger is permitted under the laws of North Carolina and
Florida, and the parties have complied with the applicable laws of both the
states in effecting the merger.
IN WITNESS WHEREOF, the parties have executed these Articles of Merger
this 23rd day of June, 1997.
U.S. FIBER, INC., a North Carolina
corporation
By: /s/ Alfred J. Vincelli, Sr. President
-------------------------------------
Alfred J. Vincelli, Sr.,
President
Certificate Number: 6132134-1 Page: 2 of 7
<Page>
SUNCOAST INSULATION MFG. CO., a Florida
corporation
By: /s/ Alfred J. Vincelli, Sr. President
-------------------------------------
Alfred J. Vincelli, Sr.,
President
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged, sworn to and subscribed before
me this __ day of June, 1997, by Alfred J. Vincelli, Sr., as President of U.S.
Fiber, Inc., a North Carolina corporation and a wholly owned subsidiary of FCR,
Inc., a Delaware corporation, on behalf of the corporation. He is personally
known to me and did take an oath.
Harriet Kay Pelley NOTARY PUBLIC:
Notary Public, State of Florida
My Comm. expires January 26, 1998 /s/ Harriet K. Pelley
Comm. No. CC 344525 ---------------------------
Name: HARRIET K. PELLEY
STATE OF FLORIDA (SEAL)
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged, sworn to and subscribed before
me this __day of June, 1997, by Alfred J. Vincelli, Sr., as President of
Suncoast Insulation Mfg. Co., a Florida corporation, on behalf of the
corporation. He is personally known to me and did take an oath.
Harriet Kay Pelley NOTARY PUBLIC:
Notary Public, State of Florida
My Comm. expires January 26, 1998 /s/ Harriet K. Pelley
Comm. No. CC 344525 --------------------
Name: HARRIET K. PELLEY
STATE OF FLORIDA (SEAL)
My Commission Expires:
2
Certificate Number: 6132134-1 Page: 3 of 7
<Page>
PLAN OF MERGER
OF
SUNCOAST INSULATION MFG. CO.
WITH AND INTO
U.S. FIBER, INC.
----------
This Plan of Merger is entered into on June 23, 1997, by SUNCOAST
INSULATLON MFG. CO., a Florida corporation (the "Merging Corporation") and U.S.
FIBER, INC., a North Carolina corporation (the "Surviving Corporation").
BACKGROUND
The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly-owned subsidiary of the
Parent Corporation.
The Merging Corporation is a business corporation of the State of Florida
with its principal office therein located at 905 E. MLK, Jr. Dr., Suite 400,
Tarpon Springs, Florida 34689.
Both the Surviving Corporation and the Merging Corporation are wholly owned
Subsidiaries of FCR, Inc., a North Carolina corporation.
The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the Business Corporation Act of the State of Florida and North
Carolina Business Corporation Act.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:
Section 1. EFFECTIVE DATE.
The effective date (the "Effective Date") of the Merger shall be June 30,
1997.
Certificate Number: 6132134-1 Page: 4 of 7
<Page>
Section 2. ADOPTION OF PLAN OF MERGER.
The sole shareholder and directors of the Merging Corporation unanimously
adopted and approved this Plan of Merger on June 23, 1997. The sole shareholder
and directors of the Surviving Corporation unanimously adopted and approved this
Plan of Merger on June 23, 1997.
Section 3. PLAN OF MERGER.
3.1 In accordance with the corporation laws of the States of North
Carolina and Florida, at the Effective Date, the Merging Corporation shall be
merged with and into the Surviving Corporation, and the Surviving Corporation,
as the surviving corporation in the Merger, (a) shall continue its corporate
existence under the laws of the State of North Carolina, and (b) shall succeed
to all rights, assets, liabilities, and obligations of the Merging Corporation
and the Surviving Corporation. The separate corporate existence of the Merging
Corporation shall terminate at the Effective Date.
3.2 At the Effective Date, the current Articles of Incorporation of the
Surviving Corporation, as in effect immediately prior to the Effective Date,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Date, and thereafter may be amended in accordance with its terms and
as provided by applicable law.
3.3 At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.
3.4 Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Date, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Date.
3.5 At the Effective Date, all of the issued and outstanding shares of
stock of the Merging Corporation, currently owned by the Parent Corporation,
shall be dissolved and all stock certificates representing ownership of said
shares shall be marked as "canceled."
3.6 At the Effective Date, the outstanding shares of the Surviving
Corporation will not be issued, sold, converted, exchanged or altered in any
manner as a result of the Merger and will remain outstanding as shares of the
Surviving Corporation.
3.7 The Merger is permitted by the laws of North Carolina and Florida,
and the parties hereto have complied with the laws of both states in effecting
the Merger.
Section 4. QUALIFICATION.
2
Certificate Number: 6132134-1 Page: 5 of 7
<Page>
Upon the filing of the Articles and Plan of Merger, the Surviving
Corporation shall be authorized to do business in the State of Florida.
Section 5. FURTHER ASSURANCES.
If, at any time after the Effective Date, the Surviving Corporation shall
consider or be advised that any further assignments, or assurances in law or any
other things, are necessary or desirable to vest, perfect, or confirm of record
or otherwise, in the Surviving Corporation, the title to any property, right,
privilege, power, immunity, purpose or franchise of the Merging Corporation
acquired or to be acquired by reason of, or as a result of the Merger, the
Merging Corporation and its proper officers and directors shall and will execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary and proper to vest, perfect or confirm title to the same in the
Surviving Corporation and otherwise to carry out the intent and purposes of
these Articles and Plan of Merger, and the proper officers and directors of the
Surviving Corporation or the Merging Corporation, as the case may be, whether
past or remaining in office, are fully authorized in the name of the Merging
Corporation or otherwise to take any and all such action.
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.
U.S. FIBER, INC., a North Carolina
corporation
By: /s/ Alfred J. Vincelli, Sr. President
------------------------------------
Alfred J. Vincelli, Sr.,
President
SUNCOAST INSULATION MFG. CO., a Florida
corporation
By: /s/ Alfred J. Vincelli, Sr. President
------------------------------------
Alfred J. Vincelli, Sr.,
President
3
Certificate Number. 6132134-1 Page: 6 of 7
<Page>
CERTIFICATE OF SECRETARY OF SUNCOAST INSULATION MFG. CO.
The undersigned, being the Secretary of SUNCOAST INSULATION MFG. CO., does
hereby certify that the foregoing Plan of Merger was submitted to the
stockholders entitled to vote of the corporation at a special meeting thereof
for the purpose of acting on the Plan of Merger. All of the stockholders of the
corporation waived, in a writing signed by them, notice of the time, place, and
purpose of the meeting, including the lapse of the 20-day period of time
otherwise required. At the meeting, the Plan of Merger was considered by the
stockholders entitled to vote and, a vote having been taken for the adoption or
rejection by them of the Plan of Merger, the stockholders unanimously voted for
the adoption of the Plan of Merger.
Dated: June 23, 1997.
/s/ [ILLEGIBLE]
-----------------------------------------
Secretary of SUNCOAST INSULATION MFG. CO.
VINCELLI/FLPLANMGR
4
Certificate Number: 6132134-1 Page: 7 of 7
<Page>
[SEAL]
NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
- --------------------------------------------------------------------------------
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF MERGER
OF
U.S. FIBER, INC.
the original of which is now on file and a matter of record in this office.
[SEAL]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 17th day of May, 2002.
/s/ Elaine F. Marshall
SECRETARY OF STATE
Certification Number: 6132135-1 Page: 1 of 7 Ref.# 4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.
<Page>
0-0426020
FILED
2:20 PM
ARTICLES OF MERGER DEC 02 1997
97 336 9023 OF
T. J. MILLER RESEARCH EFFECTIVE 11:59:59 PM
AND TECHNOLOGY, INC. ELAINE F MARSHALL 12-3-9
WITH AND INTO SECRETARY OF STATE
U.S. FIBER, INC. NORTH CAROLINA
These Articles of Merger are made and entered into between U.S. FIBER,
INC., a North Carolina corporation (the "Surviving Corporation"), and T. J.
MILLER RESEARCH AND TECHNOLOGY, INC., an Ohio corporation (the "Merging
Corporation"), and submitted to the North Carolina Secretary of State and the
Ohio Secretary of State by each of the companies participating in the merger.
Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 1701 of the General Corporation Laws of Ohio, the Merging
Corporation and the Surviving Corporation hereby adopt the following Articles of
Merger for the purpose of merging the Merging Corporation with and into the
Surviving Corporation, which shall be the Surviving Corporation.
1. The Plan and Agreement of Merger, dated the 1st day of December,
1997, a copy of which is attached hereto as "Exhibit A" and incorporated herein
by reference, was unanimously approved and adopted by the respective
stockholders of the Merging Corporation and the Surviving Corporation on that
date.
2. Pursuant to the Plan of Merger, all issued in outstanding shares of
the Merging Corporation's stock will be exchanged for common stock of Surviving
Corporation's parent, FCR, INC., a Delaware corporation (the "Parent
Corporation"), as provided therein. At that time, the Merging Corporation will
be merged with and into the Surviving Corporation.
3. The effective date of the merger shall be December 3, 1997.
4. The principal office of the Surviving Corporation shall be located
at 2101 Rexford Road, Suite 236-E, Charlotte, North Carolina 28211, upon the
effectiveness of the Merger. Any request for a copy of the Plan of Merger may be
requested from the Surviving Corporation at its principal office.
5. The merger outlined in these Articles of Merger and the attached
Plan of Merger is authorized under the North Carolina General Statutes and the
General Corporation Laws of Ohio, and the Surviving Corporation and Merging
Corporation have complied with the applicable laws of North Carolina and Ohio
regarding the merger.
6. The Presidents of the Surviving Corporation and the Merging
Corporation, respectively, are each authorized to execute these Articles of
Merger on behalf of their respective companies.
7. Pursuant to Section 1701.79 (B)(6) of the General Corporation Law of
Ohio, the Surviving
Certificate Number: 6132135-1 Page: 2 of 7
<Page>
Corporation hereby consents to be sued and served with process in the State of
Ohio, and the Surviving Corporation irrevocably appoints the Secretary of State
of Ohio as its agent to accept service of process in any proceeding in Ohio to
enforce against the Surviving Corporation any obligation of the Merging
Corporation or to enforce the rights of a dissenting shareholder of the Merging
Corporation or any constituent corporation of the Merging Corporation.
8. Upon the effectiveness of the Merger, the Surviving Corporation
desires to qualify to transact business as a foreign corporation in the State of
Ohio. The statutory agent for the Surviving Corporation upon whom any service of
process, notice or demand may be served, and the address of such statutory agent
is as follows: Thomas J. Miller, 8338 Little Auglaze River Road, Delphos Van
Wert County, Ohio 45833.
9. The name of the Surviving Corporation's registered agent in the
State of North Carolina is Berryman L. Bousse. The registered office for the
Surviving Corporation, at which the North Carolina registered agent may be
served with process, prior to the Surviving Corporation's qualification to do
business in the State of Ohio, is 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.
IN WITNESS WHEREOF, the parties have executed these Articles of Merger on
this the 1st day of December, 1997.
U.S. FIBER, INC., a North Carolina corporation
By: /s/ Paul A. Garrett
-------------------------------
Paul A. Garrett, President
T. J. MILLER RESEARCH AND TECHNOLOGY,
INC., an Ohio corporation
By: /s/ Thomas J. Miller
------------------------------
Thomas J. Miller, President
Certificate Number: 6132135-1 Page: 3 of 7
<Page>
PLAN AND AGREEMENT OF MERGER
OF
T. J. MILLER RESEARCH AND TECHNOLOGY, INC.
WITH AND INTO
U.S. FIBER, INC.
This Plan and Agreement of Merger is entered into on December 1, 1997, by
and between T. J. MILLER RESEARCH AND TECHNOLOGY, INC., an Ohio corporation (the
"Merging Corporation"), U.S. FIBER, INC., a North Carolina corporation (the
"Surviving Corporation"), and FCR, INC., a Delaware corporation (the "Parent
Corporation").
BACKGROUND
The Surviving Corporation is a business corporation of the state of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly owned subsidiary of the
Parent Corporation.
The Merging Corporation is a business corporation of the state of Ohio with
its principle office therein located at 160l Gressel Drive, Delphos, Ohio 45833.
The Parent Corporation is a business corporation of the state of Delaware
with its principle office located at 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.
The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interest of the two
corporations and their respective shareholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the General Corporation Law of the State of Ohio and the North
Carolina Business Corporation Act.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreement
of the parties, the parties hereto agree as follows:
Section 1. EFFECTIVE DATE. The effective date (the "Effective Date") of the
Merger shall be December 3, 1997.
Section 2. ADOPTION OF PLAN OF MERGER. The shareholder and directors of the
Merging Corporation unanimously adopted and approved this Plan of Merger on
December 1, 1997. The shareholder and directors of the Surviving Corporation
unanimously adopted and approved this Plan of Merger on December 1, 1997. The
directors of Parent Corporation adopted and approved this Plan of Merger on
December 1, 1997.
Certificate Number: 6132135-1 Page: 4 of 7
<Page>
Section 3. PLAN OF MERGER.
3.1. In accordance with the provisions of the Stock Purchase
Agreement and Plan and Agreement of Merger among the Parent Corporation, the
Surviving Corporation, the Merging Corporation and Thomas J. Miller (the
"Seller") for the purchase of stock of USF Insulation, Inc. and merger of the
Merging Corporation with and into the Surviving Corporation (the "Stock Purchase
Agreement") and the corporation laws of the states of Ohio and North Carolina,
at the Effective Date, the Merging Corporation shall be merged with and into the
Surviving Corporation, and the Surviving Corporation, as the surviving
corporation in the Merger, (a) shall be a wholly owned subsidiary of the Parent
Corporation, (b) shall continue its corporate existence under the laws of the
state of North Carolina, and (c) shall succeed to all rights, assets,
liabilities, and obligations of the Merging Corporation and the Surviving
Corporation. The separate corporate existence of the Merging Corporation shall
terminate at the Effective Date.
3.2. At the Effective Date, the current Articles of Incorporation
of the Surviving Corporation, as in effect immediately prior to the Effective
Date, shall be the Articles of Incorporation of the Surviving Corporation after
the Effective Date, and thereafter may be amended in accordance with its terms
and as provided by applicable law.
3.3. At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.
3.4. Until the election and qualification of their successors,
the current members of the Board of Directors of the Surviving Corporation shall
be the Board of Directors of the Surviving Corporation in office on the
Effective Date, and the current officers of the Surviving Corporation shall be
the officers of the Surviving Corporation on the Effective Date.
3.5. At the Effective Date, all of the issued and outstanding
shares of the Merging Corporation owned by the shareholder of the Merging
Corporation on the Effective Date shall, by virtue of the Merger, and without
any action on the part of the holders thereof, be converted into an aggregate of
26,667 shares of the Parent Corporation's common stock (the "Merger Shares").
3.6. At the Effective Date, the outstanding shares of the
Surviving Corporation will not be converted, exchanged or altered in any manner
as a result of the Merger and will remain outstanding as shares of the Surviving
Corporation.
3.7. Simultaneously with the issuance of the Merger Shares as set
forth in Section 3.5 above, each holder of an outstanding certificate or
certificates theretofore representing shares of the capital stock of the Merging
Corporation shall surrender the same to the Parent Corporation and shall receive
in exchange a certificate or certificates representing such holder's pro rata
share of the Merger Shares. As a result of the Seller being the sole shareholder
of the outstanding capital stock of Research, upon receipt of Seller's
certificate or certificates representing all of his shares of common stock in
the Merging Corporation, the Parent Corporation shall issue to the Seller a
certificate for the Merger Shares.
Certificate Number: 6132135-1 Page: 5 of 7
<Page>
3.8. The parties agree that the value of each share of capital
stock of the Merging Corporation on the Effective Date is equal to Eighty
Thousand Dollars ($80,000.00) per share. The parties further agree that the
value of each share of common stock of the Parent Corporation on the Effective
Date is Fifteen Dollars ($15.00) per share. The number of outstanding shares of
capital stock of the Merging Corporation on the Effective Date shall be five (5)
shares.
Section 4. PRINCIPAL OFFICE. The principal office of the Surviving
Corporation shall be located at 2101 Rexford Road, Suite 236-E, Charlotte, North
Carolina 28211, upon the effectiveness of the Merger. Any request for a copy of
the Plan of Merger may be requested from the Surviving Corporation at its
principal office.
Section 5. OHIO SERVICE OF PROCESS. Pursuant to Section 1701.79 (B)(6)
of the General Corporation Law of Ohio, the Surviving Corporation hereby
consents to be sued and served with process in the State of Ohio, and the
Surviving Corporation irrevocably appoints the Secretary of State of Ohio as its
agent to accept service of process in any proceeding in Ohio to enforce against
the Surviving Corporation any obligation of the Merging Corporation or to
enforce the rights of a dissenting shareholder of the Merging Corporation or any
constituent corporation of the Merging Corporation.
Section 6. QUALIFICATION OF OHIO CORPORATION. Upon the effectiveness
of the Merger, the Surviving Corporation shall qualify to transact business as a
foreign corporation in the State of Ohio. The statutory agent for the Surviving
Corporation upon whom any service of process, notice or demand may be served,
and the address of such statutory agent is as follows: Thomas J. Miller, 8338
Little Auglaze River Road, Delphos Van Wert County, Ohio 45833.
Section 7. FURTHER ASSURANCES. If, at any time after the Effective
Date, the Surviving Corporation shall consider to be advised that any further
assignments, or assurances in law or any other things are necessary or desirable
to vest, perfect, or confirm of record or otherwise, in the Surviving
Corporation, the title to any property, right, privilege, power, immunity,
purpose or franchise of the Merging Corporation acquired or to be acquired by
reason of, or as the result of the Merger, the Merging Corporation and its
proper officers and directors shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things necessary and proper
to vest, perfect or confirm title to the same in the Surviving Corporation and
otherwise to carry out the intent and purposes of these Articles and Plan of
Merger, and the proper officers and directors of the Surviving Corporation or
the Merging Corporation, as the case may be, whether past or remaining in
office, are fully authorized in the name of the Merging Corporation or otherwise
to take any and all such action.
Section 8. CONSTRUCTION. This Plan of Merger shall be interpreted
without regard to any presumption or rule requiring construction against the
party causing this Plan of Merger to be drafted.
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.
Certificate Number: 6132135-1 Page: 6 of 7
<Page>
U.S. FIBER, INC., a North Carolina corporation
By: /s/ Paul A. Garrett
------------------------------------------
Paul A. Garrett, President
FCR, INC., a Delaware corporation
By: /s/ Paul A. Garrett
------------------------------------------
Paul A. Garrett, Chief Executive Officer
T. J. MILLER RESEARCH AND TECHNOLOGY,
INC., an Ohio corporation
By: /s/ Thomas J. Miller
------------------------------------------
Thomas J. Miller, President
Certificate Number: 6132135-1 Page: 7 of 7
<Page>
[SEAL]
NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
- --------------------------------------------------------------------------------
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF MERGER
OF
U.S. FIBER, INC.
the original of which is now on file and a matter of record in this office.
[SEAL]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 17th day of May, 2002.
/s/ Elaine F. Marshall
SECRETARY OF STATE
Certification Number: 6132136-1 Page: 1 of 6 Ref.# 4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.
<Page>
0-0426026
FILED
9:05 AM
ARTICLES OF MERGER DEC 23 1997.
97 356 9133 OF
U S F INSULATION, INC. EFFECTIVE DEC 31 1997
WITH AND INTO ELAINE F MARSHALL 11:59 P.M.
U.S. FIBER, INC. SECRETARY OF STATE
NORTH CAROLINA
These Articles of Merger are made and entered into between U.S. FIBER,
INC., a North Carolina corporation (the "Surviving Corporation"), and U S F
INSULATION, INC., an Ohio corporation (the "Merging Corporation"), and submitted
to the North Carolina Secretary of State by each of the companies participating
in the merger.
Pursuant to Article 11 of Chapter 55 of the North Carolina General
Statutes, the Merging Corporation and the Surviving Corporation hereby adopt the
following Articles of Merger for the purpose of merging the Merging Corporation
with and into the Surviving Corporation, which shall be the surviving
corporation.
1. The Plan and Agreement of Merger, dated the 10th day of December,
1997, a copy of which is attached hereto as "Exhibit A" and incorporated herein
by reference, was unanimously approved and adopted by the respective
stockholders of the Merging Corporation and the Surviving Corporation on that
date.
2. The effective time of the merger shall be 11:59 p.m. on December 31,
1997.
3. The merger outlined in these Articles of Merger and the attached
Plan of Merger is authorized under the North Carolina General Statutes and the
General Corporation Laws of Ohio, and the Surviving Corporation and Merging
Corporation have complied with the applicable laws of North Carolina and Ohio
regarding the merger.
IN WITNESS WHEREOF, the parties have executed these Articles of Merger on
this the 10th day of December, 1997.
U.S. FIBER, INC., a North Carolina corporation
By: /s/ Paul A. Garrett
-------------------------------------------
Paul A. Garrett, Vice President
U S F INSULATION, INC., an Ohio corporation
By: /s/ Paul A. Garrett
-------------------------------------------
Paul A. Garrett, President
Certificate Number: 6132136-1 Page: 2 of 6
<Page>
PLAN AND AGREEMENT OF MERGER
OF
U S F INSULATION, INC.
WITH AND INTO
U.S. FIBER, INC.
----------
This Plan and Agreement of Merger is entered into on December 10, 1997, by
U S F INSULATION, INC., an Ohio corporation (the "Merging Corporation") and U.S.
FIBER, INC., a North Carolina corporation (the "Surviving Corporation").
BACKGROUND
The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211.
The Merging Corporation is a business corporation of the State of Ohio with
its principal office therein located at 1601 Gressel Drive, Delphos, Ohio
45833.
Both the Surviving Corporation and the Merging Corporation are wholly owned
Subsidiaries of FCR, Inc., a Delaware corporation (the "Parent Corporation").
The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the applicable laws in the States of Ohio and North Carolina.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:
Section 1. EFFECTIVE TIME.
The effective time (the "Effective Time") of the Merger shall be at 11:59
p.m. on December 31, 1997.
Certificate Number: 6132136-1 Page: 3 of 6
<Page>
Section 2. ADOPTION OF PLAN OF MERGER.
The sole shareholder and the Board of Directors of the Merging Corporation
unanimously adopted and approved this Plan of Merger on December 10, 1997. The
sole shareholder and the Board of Directors of the Surviving Corporation
unanimously adopted and approved this Plan of Merger on December 10, 1997.
Section 3. PLAN OF MERGER.
3.1 In accordance with the corporation laws of the States of North
Carolina and Ohio, at the Effective Time, the Merging Corporation shall be
merged with and into the Surviving Corporation, and the Surviving Corporation,
as the surviving corporation in the Merger, (a) shall continue its corporate
existence under the laws of the State of North Carolina, and (b) shall succeed
to all rights, assets, liabilities, and obligations of the Merging Corporation
and the Surviving Corporation. The separate corporate existence of the Merging
Corporation shall terminate at the Effective Time.
3.2 At the Effective Time, the current Articles of Incorporation of
the Surviving Corporation, as in effect immediately prior to the Effective Time,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Time, and thereafter may be amended in accordance with its terms and
as provided by applicable law.
3.3 At the Effective Time, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Time, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.
3.4 Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Time, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Time.
3.5 At the Effective Time, all of the issued and outstanding shares
of stock of the Merging Corporation, currently owned by the Parent Corporation,
shall be dissolved and all stock certificates representing ownership of said
shares shall be marked as "canceled."
3.6 At the Effective Time, the outstanding shares of the Surviving
Corporation will not be issued, sold, converted, exchanged or altered in any
manner as a result of the Merger and will remain outstanding as shares of the
Surviving Corporation.
3.7 The Merger is permitted by the laws of North Carolina and Ohio,
and the parties hereto have compiled with the laws of both states in effecting
the Merger.
2
Certificate Number: 6132136-1 Page: 4 of 6
<Page>
Section 4. PRINCIPAL OFFICE. The principal office of the Surviving
Corporation shall be located at 2101 Rexford Road, Suite 236-E, Charlotte, North
Carolina 28211, upon the effectiveness of the Merger. Any request for a copy of
the Plan of Merger may be requested from the Surviving Corporation at its
principal office.
Section 5. OHIO SERVICE OF PROCESS. Pursuant to Section 1701.79
(B)(6) of the General Corporation Law of Ohio, the Surviving Corporation hereby
consents to be sued and served with process in the State of Ohio, and the
Surviving Corporation irrevocably appoints the Secretary of State of Ohio as its
agent to accept service of process in any proceeding in Ohio to enforce against
the Surviving Corporation any obligation of the Merging Corporation or to
enforce the rights of a dissenting shareholder of the Merging Corporation or any
constituent corporation of the Merging Corporation.
Section 6. QUALIFICATION OF OHIO CORPORATION. Upon the effectiveness
of the Merger, if not previously qualified to do so, the Surviving Corporation
shall qualify to transact business as a foreign corporation in the State of
Ohio. The statutory agent for the Surviving Corporation upon whom any service of
process, notice or demand may be served, and the address of such statutory agent
is as follows: Thomas J. Miller, 1601 Gressel Drive, Delphos Van Wert County,
Ohio 45833.
Section 7. FURTHER ASSURANCES. If, at any time after the Effective
Time, the Surviving Corporation shall consider to be advised that any further
assignments, or assurances in law or any other things are necessary or desirable
to vest, perfect, or confirm of record or otherwise, in the Surviving
Corporation, the title to any property, right, privilege, power, immunity,
purpose or franchise of the Merging Corporation acquired or to be acquired by
reason of, or as the result of the Merger, the Merging Corporation and its
proper officers and directors shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things necessary and proper
to vest, perfect or confirm title to the same in the Surviving Corporation and
otherwise to carry out the intent and purposes of these Articles and Plan of
Merger, and the proper officers and directors of the Surviving Corporation or
the Merging Corporation, as the case may be, whether past or remaining in
office, are fully authorized in the name of the Merging Corporation or otherwise
to take any and all such action.
Section 8. CONSTRUCTION. This Plan of Merger shall be interpreted
without regard to any presumption or rule requiring construction against the
party causing this Plan of Merger to be drafted.
3
Certificate Number: 6132136-1 Page: 5 of 6
<Page>
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.
U.S. FIBER, INC., a North Carolina
corporation
By: /s/ Paul A. Garrett
------------------------------
Paul A. Garrett,
Vice President
U S F INSULATION, INC., an Ohio
corporation
By: /s/ Paul A. Garrett
------------------------------
Paul A. Garrett,
President
4
Certificate Number: 6132136-1 Page: 6 of 6