AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VENTURE PACKAGING, INC.
(A DELAWARE CORPORATION)
Pursuant to Section 103, Section 242 and Section 245 of the
General Corporation Law of the State of Delaware
Venture Packaging, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that:
FIRST: The present name of the Corporation is "Venture
Packaging, Inc." which is the name under which the Corporation was
originally incorporated. The date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State
of Delaware was August 3, 1995.
SECOND: This Amended and Restated Certificate of Incorporation
(the "Certificate") amends and restates in its entirety the present
Certificate of Incorporation of the Corporation. This Certificate has been
duly adopted and approved by the Board of Directors of the Corporation by
unanimous written consent in lieu of a meeting thereof in accordance with
the provisions of Sections 141(f), 242 and 245 of the General Corporation
Law of the State of Delaware and by the Stockholders of the Corporation by
written consent in lieu of a meeting thereof in accordance with the
provisions of Sections 228(a), 242 and 245 of the General Corporation Law
of the State of Delaware.
THIRD: This Certificate shall become effective immediately upon
its filing with the Secretary of State of the State of Delaware.
FOURTH: Upon the filing with the Secretary of State of the State
of Delaware of this Certificate, the Certificate of Incorporation of the
Corporation shall be amended and restated in its entirety to read as set
forth below:
ARTICLE I
The name of the corporation (hereinafter, the "CORPORATION") is
Venture Packaging, Inc.
ARTICLE II
The address of the registered office of the Corporation in the
State of Delaware is 9 East Loockerman Street, City of Dover, County of
Kent, Delaware 19901. The name of the registered agent of the Corporation
at such address is National Registered Agents, Inc.
ARTICLE III HREE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "GENERAL CORPORATION LAW").
ARTICLE IV
The total number of shares of all classes of stock which the
Corporation has authority to issue is 1000 shares, all of which are shares
of Common Stock, par value $.01 per share.
ARTICLE V
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
the Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case
may be, agree on any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may
be, and also on the Corporation.
ARTICLE VI
A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the General Corporation
Law is amended after the date of incorporation of the Corporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
ARTICLE VII
The number of directors of the Corporation shall be as set forth
in the By-laws of the Corporation. The election of directors of the
Corporation need not be by ballot unless the By-laws so require.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors of the
Corporation is expressly authorized and empowered to make, alter, amend or
repeal the By-laws in any manner not inconsistent with the laws of the
State of Delaware or this Certificate of Incorporation.
ARTICLE IX
The Corporation is to have perpetual existence.
ARTICLE X
Meetings of stockholders may be held within or without the State
of Delaware, as the By-laws may provide. The books of the Corporation may
be kept outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the By-laws of
the Corporation.
ARTICLE XI
The Corporation elects not to be governed by Section 203 of the
General Corporation Law.
ARTICLE XII
The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.
* * * *
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by a duly authorized officer this ____ day of August, 1997 and
hereby affirms that the facts stated herein are true.
VENTURE PACKAGING, INC.
__________________________________________
Name: James M. Kratochvil
Title: Vice President and Chief inancial
Officer
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