AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PACKERWARE CORPORATION
____________________________
PackerWare Corporation, a Kansas corporation (the
"Corporation"), does hereby certify that:
FIRST: The present name of the Corporation is "PackerWare
Corporation," which is the name under which the Corporation was
originally incorporated. The date of filing of the original Articles of
Incorporation of the Corporation with the Secretary of State of the State
of Kansas was October 31, 1968.
SECOND: These Amended and Restated Articles of Incorporation
(the "Restated Articles") amend and restate in their entirety the present
Articles of Incorporation of the Corporation. These Restated Articles
have been duly adopted and approved by the Board of Directors of the
Corporation by unanimous written consent in lieu of a meeting thereof and
by the sole shareholder of the Corporation by written consent in
accordance with the provisions of Sections 17-6301(f), 17-6602 and 17-
6605 of the General Corporation Code of the State of Kansas.
THIRD: These Restated Articles shall become effective
immediately upon their filing with the Secretary of State of the State of
Kansas.
FOURTH: Upon the filing with the Secretary of State of the
State of Kansas of these Restated Articles, the Articles of Incorporation
of the Corporation shall be amended and restated in their entirety to
read as set forth on EXHIBIT A attached hereto.
* * *
IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated
Articles of Incorporation to be duly executed this _____ day of January,
1997.
By:
______________________________________
James M. Kratochvil
Vice President, Chief Financial Officer,
Secretary and Treasurer
ATTEST:
_____________________________
Joseph S. Levy
Vice President and Assistant
Secretary
STATE OF )
) SS
COUNTY OF )
On this _______day of January, 1997, before me personally
appeared James M. Kratochvil, being first duly sworn and to me known to
be the person described in and who executed the foregoing Amended and
Restated Articles of Incorporation of PackerWare Corporation, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal, the day and year last above mentioned.
My Commission expires:
Notary Public
STATE OF )
) SS
COUNTY OF )
On this ______ day of January, 1997, before me personally
appeared Joseph S. Levy, being first duly sworn and to me known to be the
person described in and who executed the foregoing Amended and Restated
Articles of Incorporation of PackerWare Corporation, and acknowledged
that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal, the day and year last above mentioned.
My Commission expires:
____________________________ _______________________________
Notary Public
EXHIBIT A
---------
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PACKERWARE CORPORATION
____________________________
ARTICLE FIRST
-------------
The name of the corporation (herein called the "Corporation")
is PACKERWARE CORPORATION.
ARTICLE SECOND
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The address of the registered office of the Corporation in the
State of Kansas is 534 South Kansas Avenue, Suite 1108, City of Topeka,
County of Shawnee, Kansas. The name of the registered agent of the
Corporation at such address is Corporation Service Company.
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 Code of the State of Kansas (the "Kansas Statute").
ARTICLE FOURTH
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The total number of shares of all classes of stock which the
Corporation has authority to issue is 10,000 shares, all of which are
shares of Common Stock, par value $.01 per share. There shall be no
preferences, qualifications, limitations, or restrictions whatsoever, nor
any special or relative rights with respect to the shares.
ARTICLE FIFTH
-------------
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 SIXTH
-------------
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 17-6424 of
the Kansas Statute, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Kansas Statute 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 Kansas
Statute, 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 SEVENTH
---------------
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 Kansas 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 17-6901 of the Kansas
Statute or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions
of Section 17-6808 of the Kansas Statute 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.
* * * *