CERTIFICATE OF INCORPORATION
OF
KNIGHT PLASTICS, INC.
ARTICLE FIRST
The name of the corporation (herein called the "Corporation") is
Knight Plastics, Inc.
ARTICLE SECOND
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. The name of the registered agent of the Corporation at such address
is National Registered Agents, Inc.
ARTICLE THIRD
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.
ARTICLE FOURTH
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares,
all of which shall be designated Common Stock and shall have a par value of
$0.01 per share.
ARTICLE FIFTH
The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Michael S. Hubner c/o O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
41st Floor
New York, New York 10112
ARTICLE SIXTH
The number of directors of the Corporation shall be such as from
time to time shall be fixed in the manner provided 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 SEVENTH
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
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If the Delaware
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 Delaware 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 EIGHTH
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:
(A) IN FURTHERANCE AND NOT IN LIMITATION OF THE POWERS
CONFERRED BY THE LAWS OF THE STATE OF DELAWARE, THE BOARD OF DIRECTORS
IS EXPRESSLY AUTHORIZED AND EMPOWERED:
(I) 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;
(II) WITHOUT THE ASSENT OR VOTE OF THE STOCKHOLDERS,
TO AUTHORIZE AND ISSUE SECURITIES AND OBLIGATIONS OF THE
CORPORATION, SECURED OR UNSECURED, AND TO INCLUDE THEREIN SUCH
PROVISIONS AS TO REDEMPTION, CONVERSION OR OTHER TERMS THEREOF AS
THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION MAY DETERMINE, AND
TO AUTHORIZE THE MORTGAGING OR PLEDGING, AS SECURITY THEREFOR, OF
ANY PROPERTY OF THE CORPORATION, REAL OR PERSONAL, INCLUDING
AFTER-ACQUIRED PROPERTY;
(III) TO DETERMINE WHETHER ANY, AND IF ANY, WHAT
PART, OF THE NET PROFITS OF THE CORPORATION OR OF ITS SURPLUS
SHALL BE DECLARED IN DIVIDENDS AND PAID TO THE STOCKHOLDERS, AND
TO DIRECT AND DETERMINE THE USE AND DISPOSITION OF ANY SUCH NET
PROFITS OR SUCH SURPLUS; AND
(IV) TO FIX FROM TIME TO TIME THE AMOUNT OF NET
PROFITS OF THE CORPORATION OR OF ITS SURPLUS TO BE RESERVED AS
WORKING CAPITAL OR FOR ANY OTHER LAWFUL PURPOSE.
In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Certificate of Incorporation and of the By-laws
of the Corporation.
(B) ANY DIRECTOR OR ANY OFFICER ELECTED OR APPOINTED BY
THE STOCKHOLDERS OR BY THE BOARD OF DIRECTORS MAY BE REMOVED AT ANY
TIME IN SUCH MANNER AS SHALL BE PROVIDED IN THE BY-LAWS OF THE
CORPORATION.
(C) FROM TIME TO TIME ANY OF THE PROVISIONS OF THIS
CERTIFICATE OF INCORPORATION MAY BE ALTERED, AMENDED OR REPEALED, AND
OTHER PROVISIONS AUTHORIZED BY THE LAWS OF THE STATE OF DELAWARE AT
THE TIME IN FORCE MAY BE ADDED OR INSERTED, IN THE MANNER AND AT THE
TIME PRESCRIBED BY SAID LAWS, AND ALL RIGHTS AT ANY TIME CONFERRED
UPON THE STOCKHOLDERS OF THE CORPORATION BY THIS CERTIFICATE OF
INCORPORATION ARE GRANTED SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH
(C).
ARTICLE NINTH
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 the Delaware General
Corporation Law 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 the Delaware General Corporation Law 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.
IN WITNESS WHEREOF, I, the undersigned, being the sole
incorporator hereinabove named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of Delaware, DO HEREBY
CERTIFY, under penalties of perjury, that this is my act and deed and that
the facts hereinabove stated are truly set forth and, accordingly, I have
hereunto set my hand as of the 25th day of August, 1998.
____________________________________
Michael S. Hubner
Sole Incorporator
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