CERTIFICATE OF INCORPORATION
OF
BERRY PLASTICS DESIGN CORPORATION
____________________________
ARTICLE FIRST
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The name of the corporation (herein called the "Corporation") is
BERRY PLASTICS DESIGN CORPORATION.
ARTICLE SECOND
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The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New
Castle, Delaware, 19805. The name of the registered agent of the
Corporation at such address is The Prentice-Hall Corporation System, Inc.
ARTICLE THIRD
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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 "Delaware 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.
ARTICLE FIFTH
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The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
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Michael S. Hubner c/o O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
41st Floor
New York, New York 10112
ARTICLE SIXTH
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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
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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 Statute, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Delaware 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 Delaware 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 EIGHTH
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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.
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IN WITNESS WHEREOF, I, the undersigned, being the sole incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
Delaware Statute, 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 2nd day of
May, 1997.
_________________________________
Michael S. Hubner
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