CERTIFICATE OF CONVERSION

OF

BLUE RIDGE PAPER PRODUCTS INC.

TO

BLUE RIDGE PAPER PRODUCTS LLC

This Certificate of Conversion to a Limited Liability Company, dated as of December 7, 2017, has been duly executed and is being filed by Blue Ridge Paper Products Inc., a Delaware corporation (the “Company”), to convert the Company to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act.

1.The Company’s name immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company was Blue Ridge Paper Products Inc.

2.The Company filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware and was first incorporated on March 8, 1999 in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company.

3.The name of the Delaware limited liability company into which the Company shall be converted as set forth in its Certificate of Formation is Blue Ridge Paper Products LLC.

4.The conversion of the Company to the Delaware limited liability company has been approved in accordance with the provisions of Sections 141(f), 228 and 266 of the General Corporation Law of the State of Delaware.

5.The conversion of the Company to the Delaware limited liability company shall be effective on January 1, 2018.

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Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to a Limited Liability Company as of the date first-above written.

BLUE RIDGE PAPER PRODUCTS INC.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 3b – Certificate of Conversion of BRPP