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                                                                     EXHIBIT 4.6

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                           REDEEMABLE PREFERRED STOCK

                                       OF

                         SOLO CUP INVESTMENT CORPORATION

          Solo Cup Investment Corporation (the "COMPANY"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), hereby certifies, pursuant to Section 151 of the DGCL,
that the following resolutions were duly adopted by its Board of Directors (the
"BOARD") on February 27, 2004:

          WHEREAS, the Company's Certificate of Incorporation, as amended,
including any amendment or supplement thereto (including any Certificate of
Amendment or Certificate of Designations) (the "CERTIFICATE OF INCORPORATION"),
authorizes five hundred thousand (500,000) shares of preferred stock, par value
$0.01 per share (the "PREFERRED STOCK"), issuable from time to time in one or
more series; and

          WHEREAS, the Certificate of Incorporation authorizes the Board to
establish and fix the number of shares to be included in any series of Preferred
Stock and the voting powers, full or limited, or no voting powers, and the
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions of the shares of such
series;

          NOW, THEREFORE, BE IT RESOLVED, that a series of Preferred Stock with
the powers, designations, preferences, rights, qualifications, limitations and
restrictions as provided herein is hereby authorized and established as follows:

          Section 1.    NUMBER; DESIGNATION; RANK.

          (a) This series of Preferred Stock is designated as the "Redeemable
Preferred Stock" (the "REDEEMABLE PREFERRED STOCK"). The number of shares
constituting the Redeemable Preferred Stock is 255,000 shares, par value $0.01
per share.

          (b) The Redeemable Preferred Stock ranks, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of the Company,
PARI PASSU in preference and priority with the Convertible Participating
Preferred Stock and senior in preference and priority to the Common Stock (each
as defined in Section 9 hereof) of the Company, and each other class or series
of Equity Security (as defined in Section 9 hereof) of the Company the terms of
which do not expressly provide that it ranks senior in preference or priority
to, or on parity with, the Redeemable Preferred Stock with respect to dividend
rights or rights upon liquidation,

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dissolution or winding up of the Company (collectively with the Common Stock,
the "JUNIOR SECURITIES");

          Section 2.    DIVIDENDS.

          (a) Each holder of issued and outstanding Redeemable Preferred Stock
will be entitled to receive, when, as and if declared by the Board, out of funds
of the Company legally available therefor, for each share of Redeemable
Preferred Stock, dividends at a rate per annum equal to 10% of the Liquidation
Preference (as defined in Section 3(a) below) (the "REGULAR DIVIDENDS").

          (b) Subject to Section 2(a) above, Regular Dividends are payable
semi-annually in arrears on the last day of each June and December, or, if such
date is not a Business Day, the succeeding Business Day (each such day, a
"REGULAR DIVIDEND PAYMENT DATE"). The amount of Regular Dividends payable for
each full semi-annual dividend period will be computed by dividing the annual
rate by two and, in the case of the initial dividend period, on the basis of a
three hundred sixty (360) day year consisting of twelve thirty (30) day months
and the actual number of days elapsed for any period less than one month.
Regular Dividends that are not paid will cumulate and compound semi-annually to
the extent not paid. Regular Dividends shall accrue ratably on a daily basis
from the date of issuance until each Regular Dividend Payment Date based on a
three hundred sixty (360) day year consisting of twelve thirty (30) day months.
Any Regular Dividends that are declared will be paid to the holders of record of
Redeemable Preferred Stock as they appear in the records of the Company at the
close of business on the fifteenth (15th) day of the calendar month in which the
applicable Regular Dividend Payment Date falls or on such other date designated
by the Board for the payment of Regular Dividends that is not more than sixty
(60) days or less than ten (10) days prior to such Regular Dividend Payment
Date. Any payment of a Regular Dividend will first be credited against the
earliest cumulated but unpaid Regular Dividend due with respect to such share
that remains payable.

          (c) Regular Dividends are payable only in cash. Regular Dividends will
accrue and cumulate whether or not the Company has earnings or profits, whether
or not there are funds legally available for the payment of Regular Dividends
and whether or not Regular Dividends are declared.

          (d) So long as any share of Redeemable Preferred Stock is outstanding,
no dividend may be declared or paid or set aside for payment or other
distribution declared or made upon any Junior Securities of any kind (other than
dividends payable solely in the form of Common Stock to all holders of Common
Stock and Participating Dividends payable solely in the form of Common Stock to
all holders of Convertible Participating Preferred Stock), nor may any Junior
Securities of any kind be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such Junior Securities) by the Company
(except solely by conversion into or exchange for Junior Securities), unless, in
each case, full cumulative and accrued and unpaid Regular Dividends on all
shares of Redeemable Preferred Stock have been or are contemporaneously declared
and paid; PROVIDED, that this Section 2(d) shall not restrict the redemption,
repurchase or acquisition for value of Junior Securities (i) from employees or
former employees of the Company or its Subsidiaries in connection with or
following a termination of

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such employee's employment with the Company or its Subsidiaries (whether by
reason of death, disability, retirement or otherwise) so long as all such
redemptions, repurchases and acquisitions do not exceed $3,000,000 in the
aggregate in any fiscal year; provided further that the Company or its
Subsidiaries may carry over and so utilize in subsequent fiscal years (A) the
portion of such $3,000,000 not utilized in any prior year and (B) the aggregate
cash purchase price paid for Junior Securities that are sold, transferred or
reissued for value by the Company or its Subsidiaries to another employee
thereof within the prior fiscal year, so long as the aggregate amount so
utilized in any fiscal year, including the $3,000,000 otherwise available during
such year, does not exceed $10,000,000 or (ii) pursuant to Section 5 hereof.

          (e) Prior to declaring any dividend or making any distribution on or
with respect to the shares of Redeemable Preferred Stock, the Company shall take
all actions necessary or advisable under the DGCL to permit the payment of
Regular Dividends to the holders of Redeemable Preferred Stock. Holders of
Redeemable Preferred Stock are not entitled to any dividend, whether payable in
cash, in kind or other property, in excess of the Regular Dividends provided for
in this Section 2.

          Section 3.    LIQUIDATION PREFERENCE.

          (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company (a "LIQUIDATION"), each share of Redeemable Preferred
Stock entitles the holder thereof to receive and to be paid out of the assets of
the Company available for distribution, before any distribution or payment may
be made to a holder of any Junior Securities, an amount in cash per share equal
to the sum of (A) $1,000 per share (the "ORIGINAL ISSUE PRICE") plus (B) all
unpaid cumulated and accrued Regular Dividends on such share of Redeemable
Preferred Stock, in each case as adjusted for any stock dividends, splits,
combinations and similar events (the "LIQUIDATION PREFERENCE").

          (b) After payment to the holders of Redeemable Preferred Stock of the
full Liquidation Preference to which they are entitled, the holders of
Redeemable Preferred Stock, in such capacity, will have no right or claim to any
of the assets of the Company.

          (c) The value of any property not consisting of cash that is
distributed by the Company to the holders of the Redeemable Preferred Stock will
equal the Fair Market Value (as defined in Section 9 hereof) thereof.

          Section 4.    VOTING RIGHTS; BOARD OF DIRECTORS REPRESENTATION.

          (a) The holders of Redeemable Preferred Stock shall have no voting
rights either general or special except as otherwise required by law and as
hereinafter provided in this Section 4.

          (b) At any time when no shares of Convertible Participating Preferred
Stock are outstanding and so long as any shares of Redeemable Preferred Stock
are outstanding, and except as otherwise provided by law, none of the Company
and its Subsidiaries may take any of the following actions without the prior
vote or written consent of holders representing at least a majority of the then
outstanding shares of Redeemable Preferred Stock, voting together as a

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separate class; PROVIDED, that no such approval shall be required in connection
with any such action that solely is taken to finance a redemption (or is
reasonably necessary to facilitate a redemption or is reasonably required as a
result of the redemption or such other actions) of all or a portion of the
Redeemable Preferred Stock pursuant to Section 5 hereof:

               (i)    the incurrence of indebtedness for borrowed money
     (including through the issuance of debt securities or the guarantee of
     indebtedness of another Person), other than Permitted Indebtedness, in
     excess of $30 million in the aggregate since February 27, 2004;

               (ii)   other than under the Debt Instruments and as permitted
     under the Debt Instruments, creating, incurring, assuming or suffering to
     exist any Lien upon any of its property, whether now owned or hereafter
     acquired, except for (a) Liens incurred under the Debt Instruments and
     Liens in existence on the date hereof listed on Schedule 5.08(b) to the
     Credit Agreement (as defined in Section 9 hereof) and any renewals,
     modifications, replacements or extensions thereof, provided that such Liens
     do not extend to any additional property and the renewal, refinancing,
     refunding or extension of the obligations secured or benefited by such
     Liens is permitted by the Debt Instruments, (b) easements (including,
     without limitation, reciprocal easement agreements and utility easements),
     rights-of-way, restrictions (including zoning restrictions), covenants,
     conditions, encroachments, variations, subdivisions, minor defects or
     irregularities in title and other similar encumbrances incurred in the
     ordinary course of business that, in the aggregate, are not substantial in
     amount and that do not in any case materially detract from the value of the
     property subject thereto or materially interfere with the ordinary conduct
     of the business of the Company or any of its Subsidiaries, (c) (i)
     carrier's, warehousemen's, processor's, landlord's, suppliers', mechanics',
     materialmen's, repairmen's or other like Liens arising in the ordinary
     course of business which are not overdue for a period of more than 60 days
     or (ii) Liens for taxes, assessments or governmental charges or levies not
     yet due or, in each case, that are being contested in good faith by
     appropriate proceedings, PROVIDED that adequate reserves with respect
     thereto are maintained on the books of the Company or its Subsidiaries, as
     the case may be, in conformity with GAAP, and (d) Liens not otherwise
     permitted hereunder, so long as neither (i) the aggregate outstanding
     principal amount of the obligations secured thereby nor (ii) the aggregate
     Fair Market Value (determined as of the date such Lien is incurred) of the
     assets subject thereto exceeds (as to the Company and all Subsidiaries) $40
     million at any one time;

               (iii)  entering into or suffering to exist any agreement that
     prohibits or limits the ability of the Company or any of its Subsidiaries
     to create, incur, assume or suffer to exist any Lien upon any of its
     property, whether now owned or hereafter acquired other than under the Debt
     Instruments and as permitted under the Debt Instruments;

               (iv)   entering into any transaction with an Affiliate of the
     Company (including, without limitation, the purchase, sale, lease or
     exchange of any property, or rendering of any service or modification or
     amendment of any existing agreement or arrangement); PROVIDED, HOWEVER,
     that this provision shall not prohibit any employment

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     and benefit arrangements in effect on the Closing Date that are not in
     violation of Section 6.10 of the Preferred Stock Purchase Agreement and
     were disclosed to VCP in writing prior to the Closing Date, together with
     such future increases as are in the ordinary course and (1)(A) consistent
     with arrangements with employees generally, who are not Affiliates and
     otherwise are similarly situated or (B) approved by the Board, including at
     least one Convertible Participating Preferred Stock Director (as defined in
     Section 9 hereof) or Redeemable Preferred Stock Director (as defined
     below), or (2) not in violation of Section 6.10 of the Preferred Stock
     Purchase Agreement; PROVIDED FURTHER, HOWEVER, that this provision shall
     not prohibit the payment to Solo Family Members of compensation (whether in
     the form of salary, bonus, reimbursement of personal expenses, or
     otherwise) in accordance with Section 6.10 of the Preferred Stock Purchase
     Agreement; PROVIDED, HOWEVER, that no Affiliate shall be appointed an
     officer of the Company after the date hereof unless such appointment shall
     have been approved by the Board, including at least one Convertible
     Participating Preferred Stock Director or Redeemable Preferred Stock
     Director (other than any reappointment of an officer serving in such
     capacity prior to the Closing Date and disclosed to VCP in writing prior to
     the Closing Date);

               (v)    any amendment, repeal or alteration of the Company's
     Certificate of Incorporation or Bylaws if such amendment, repeal or
     alteration would adversely alter or change the rights, preferences or
     privileges of the Redeemable Preferred Stock or the Common Stock;

               (vi)   any amendment, alteration or change to the powers,
     designations, preferences, rights, privileges, qualifications, limitations
     or restrictions of the Redeemable Preferred Stock (including by way of
     merger, consolidation or otherwise);

               (vii)  any reclassification of Common Stock;

               (viii) declaring or paying any dividend or other distribution
     (other than (A) dividends payable solely in the form of Common Stock to all
     holders of Common Stock and Participating Dividends solely in the form of
     Common Stock to all holders of Convertible Participating Preferred Stock
     and (B) distributions or dividends pursuant to Section 5 hereof) on, or
     make any payment on account of, or setting apart assets for a sinking or
     other analogous fund for, the purchase, redemption, defeasance, retirement
     or other acquisition of, any Equity Securities (other than in connection
     with a redemption of all or a portion of the Redeemable Preferred Stock in
     accordance with Section 5 hereof), whether now or hereafter outstanding,
     other than the redemption, repurchase or acquisition for value of Junior
     Securities from employees or former employees of the Company or its
     Subsidiaries in connection with or following a termination of such
     employee's employment with the Company or its Subsidiaries (whether by
     reason of death, disability, retirement or otherwise) so long as all such
     redemptions, repurchases and acquisitions do not exceed $3,000,000 in the
     aggregate in any fiscal year; PROVIDED FURTHER that the Company or its
     Subsidiaries may carry over and so utilize in subsequent fiscal years (i)
     the portion of such $3,000,000 not utilized in any prior year and (ii) the
     aggregate cash purchase price paid for Junior Securities that are sold,
     transferred or reissued for value by the Company or its Subsidiaries to
     another employee thereof within the prior fiscal year, so long as the
     aggregate amount so utilized in any fiscal year,

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     including the $3,000,000 otherwise available during such year, does not
     exceed $10,000,000;

               (ix)   any authorization, creation (by way of reclassification or
     otherwise) or issuance of any capital stock or Equity Securities of the
     Company or any of its Subsidiaries other than (a) in accordance with the
     terms of stock option plans of the Company approved by the Board in
     accordance with the Certificate of Incorporation and the Bylaws (1) prior
     to the date hereof or (2) after the date hereof (but prior to the
     utilization of the exception set forth in the proviso to this clause (ix)
     and in accordance with this clause (ix)(a)(2)), (b) the shares of Common
     Stock issued upon the exercise, conversion or exchange of such Equity
     Securities and (c) dividends payable in shares of Common Stock or
     Redeemable Preferred stock upon conversion of all or a portion of the
     Convertible Participating Preferred Stock in accordance with Section 6 of
     the Convertible Participating Preferred Stock Certificate of Designations;
     PROVIDED, HOWEVER, that the affirmative vote of at least a majority of the
     then outstanding shares of Redeemable Preferred Stock, voting together as a
     separate class, shall not be required in connection with any such actions
     reasonably taken by the Company solely to satisfy its obligations under
     Section 3.6 of the Stockholders Agreement in connection with an IPO
     requested pursuant to Section 3.6 of the Stockholders Agreement (or actions
     reasonably necessary to facilitate such IPO or reasonably required as a
     result of such IPO or such other actions);

          (c) In the event there are no longer any Convertible Participating
Preferred Stock Directors serving on the Board, the holders of Redeemable
Preferred Stock, voting together as a separate class, are entitled to elect two
directors to the Board (each, a "REDEEMABLE PREFERRED STOCK DIRECTOR") at a
special or annual meeting of stockholders of the Company called for the purpose
of electing directors or at any special meeting of the holders of Redeemable
Preferred Stock or by written consent; in each case, by the vote or written
consent of a majority of such holders.

          (d) At any time when no shares of Convertible Participating Preferred
Stock are outstanding and (i) an Event of Default (as defined in Section 9
hereof) occurs and the lenders under the applicable Debt Instrument accelerate
the indebtedness thereunder, (ii) the outstanding shares of Redeemable Preferred
Stock that are required to be redeemed or repurchased are not legally permitted
to be redeemed or repurchased on the applicable Redemption Date as required by
Section 5(a), 5(b) or 5(f) hereof, (iii) the Company does not perform its
payment obligations under Section 5(a), 5(b) or 5(f) hereof or does not pay
dividends declared by the Board and otherwise payable as provided in this
Certificate of Designations and the Certificate of Incorporation, (iv) the
Company Substantially Underperforms or (v) the Company does not redeem all
Redemption Securities owned by VCP and its Affiliates pursuant to Section 5(c)
hereof prior to the last date on which it may do so pursuant to Section 6(c)(iv)
of the Convertible Participating Preferred Stock Certificate of Designations,
then the number of directors constituting the entire Board will be increased to
a number so that after the newly created vacancies are filled by the holders of
the Redeemable Preferred Stock as provided in the next succeeding sentence, such
number of Additional Redeemable Preferred Stock Directors (as defined below),
together with the Redeemable Preferred Stock Directors, will constitute a
majority of the entire Board (and shall include the Chairman of the Board). The
holders

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representing a majority of the outstanding shares of Redeemable Preferred Stock,
voting together as a separate class, will be entitled to elect such number of
directors (the "ADDITIONAL REDEEMABLE PREFERRED STOCK DIRECTORS") to the Board
necessary to fill the vacancies created pursuant to the preceding sentence, at a
special or annual meeting of stockholders of the Company called for the purpose
of electing directors or at any special meeting of the holders of Redeemable
Preferred Stock or by written consent.

          (e) Only the holders of Redeemable Preferred Stock, voting together as
a separate class, are entitled to fill any vacancy caused by the resignation,
death or removal of a Redeemable Preferred Stock Director or Additional
Redeemable Preferred Stock Director, and only the holders of Redeemable
Preferred Stock are entitled to remove from office a Redeemable Preferred Stock
Director or Additional Redeemable Preferred Stock Director without Cause.

          Section 5.    REDEMPTION.

          Each share of Redeemable Preferred Stock is redeemable as provided in
this Section 5.

          (a) MANDATORY REDEMPTION. On the eleventh anniversary of the Original
Issuance Date (the "MANDATORY REDEMPTION DATE"), if any shares of the Redeemable
Preferred Stock shall be outstanding, to the extent the Company shall have funds
legally available for such payment, the Company shall redeem all outstanding
shares of Redeemable Preferred Stock at a price, payable in cash, equal to the
Liquidation Preference set forth in Section 3(a) hereof (such amount, the
"MANDATORY REDEMPTION PRICE"). To the extent such funds are not legally
available on the Mandatory Redemption Date, the Company shall use its reasonable
best efforts to redeem the outstanding shares of Redeemable Preferred Stock as
promptly as practicable and shall redeem as many shares of Redeemable Preferred
Stock as it may legally redeem, ratably from the holders thereof in proportion
to the number of shares held by them, and shall thereafter from time to time, as
soon as it shall have funds legally available therefor, redeem as many shares of
Redeemable Preferred Stock as it legally may until it has redeemed all of the
outstanding shares of Redeemable Preferred Stock.

          (b) CALL REDEMPTION. Upon the occurrence of (A) a Change of Control or
(B) a Bankruptcy Event, the Company shall offer to redeem all outstanding shares
of Redeemable Preferred Stock (a "CHANGE OF CONTROL REDEMPTION" or a "BANKRUPTCY
REDEMPTION", as applicable), at a price, payable in cash, equal to the
Liquidation Preference of such shares as set forth in Section 3(a) hereof (such
amount, the "CALL REDEMPTION PRICE"). To the extent such funds are not legally
available to redeem such shares of Redeemable Preferred Stock, to the extent the
offer is accepted, on the Redemption Date, the Company shall use its reasonable
best efforts to redeem such shares as promptly as practicable and shall redeem
as many shares of Redeemable Preferred Stock as it may legally redeem, ratably
from the holders thereof who have accepted the Company's offer in proportion to
the number of shares held by them, and shall thereafter from time to time, as
soon as it shall have funds legally available therefor, redeem as many shares of
Redeemable Preferred Stock from such holders who have accepted the offer as it
legally may until it has redeemed such shares of Redeemable Preferred Stock. A
Change of Control shall not be consummated unless all shares of Redeemable
Preferred Stock tendered for

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purchase pursuant to the Change of Control Redemption have been redeemed in
accordance with the provisions hereof.

          (c) OPTIONAL CONTINGENT REDEMPTION; OPTIONAL REDEMPTION.

               (i)    The Optional Contingent Redemption provisions applicable
     to the Redeemable Preferred Stock are set forth in Section 6(c) of the
     Convertible Participating Preferred Stock Certificate of Designations and
     are hereby incorporated herein by this reference (including any defined
     terms used therein) as if such terms were set forth herein MUTATIS
     MUTANDIS.

               (ii)   Anything to the contrary herein notwithstanding, the
     Company, at its option and election, or its designee, may redeem at any
     time or from time to time, in whole or in part, the outstanding shares of
     Redeemable Preferred Stock (the "OPTIONAL REDEMPTION") at a price payable
     in cash equal to the Liquidation Preference of such shares (the "OPTIONAL
     REDEMPTION PRICE").

          (d) REDEMPTION UPON AN IPO. The redemption provisions upon an IPO
applicable to the Redeemable Preferred Stock are set forth are set forth in
Section 6(d) of the Convertible Participating Preferred Stock Certificate of
Designations and are hereby incorporated by reference herein by this
reference (including any defined terms used therein) as if such terms were set
forth herein MUTATIS MUTANDIS.

          (e) NOTICE OF BANKRUPTCY REDEMPTION, CHANGE OF CONTROL REDEMPTION,
MANDATORY REDEMPTION, OPTIONAL CONTINGENT REDEMPTION OR IPO REDEMPTION. Notice
of any Bankruptcy Redemption, Change of Control Redemption, Mandatory
Redemption, Optional Contingent Redemption or IPO Redemption of shares of, as
applicable, Redeemable Preferred Stock or Redemption Securities, specifying the
time and place of redemption and the applicable Redemption Price (in each case,
a "REDEMPTION NOTICE"), shall be sent by courier to each holder, as applicable,
of Redeemable Preferred Stock or Redemption Securities, to be redeemed, at the
address for such holder shown on the Company's records, (i) within ninety (90)
days following the occurrence of a Bankruptcy Event, in the case of a Bankruptcy
Redemption or (ii) not more than ninety (90) nor less than thirty (30) days
prior to (w) the Mandatory Redemption Date, (x) an Optional Contingent
Redemption Date, (y) an IPO Redemption Date or (z) a Change of Control
Redemption Date, in each such case. If, in the case of a Bankruptcy Redemption,
a Change of Control Redemption or an Optional Contingent Redemption, less than
all the shares of, as applicable, Redeemable Preferred Stock or Redemption
Securities, then owned by such holder are to be redeemed, the Redemption Notice
shall also specify the number of shares which are to be redeemed; PROVIDED,
HOWEVER, that no failure to give such Redemption Notice nor any defect therein
shall affect the validity of the procedure for the redemption of any shares of
Redeemable Preferred Stock or Redemption Securities to be redeemed except as to
the holder to whom the Company has failed to give said Redemption Notice or
except as to the holder whose Redemption Notice was defective. Each such
Redemption Notice shall state:

               (i)    the applicable Redemption Date;

               (ii)   the applicable Redemption Price;

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               (iii)  the number of shares of, as applicable, Redeemable
     Preferred Stock or Redemption Securities, to be redeemed and, if fewer than
     all the shares of Redeemable Preferred Stock or Redemption Securities held
     by a holder are to be redeemed, the number of shares thereof to be redeemed
     from such holder;

               (iv)   the manner and place or places at which payment for, as
     applicable, the shares of Redeemable Preferred Stock or Redemption
     Securities, to be redeemed will be made, upon presentation and surrender to
     the Company of the certificates evidencing the shares being redeemed;

               (v)    the then effective Conversion Price, if applicable;

               (vi)   that the rights of holders to convert shares of
     Convertible Participating Preferred Stock being redeemed, if any, shall
     terminate at the close of business on the Redemption Date unless the
     Company defaults in the payment of the applicable Redemption Price; and

               (vii)  that, in the case of a Bankruptcy Redemption, a Bankruptcy
     Event has occurred, or in the case of a Change of Control Redemption, a
     Change of Control will occur, along with a description of such Bankruptcy
     Event or Change of Control.

Upon mailing any such Redemption Notice, the Company shall become obligated to
redeem at the applicable Redemption Price on the applicable Redemption Date all
shares of Redeemable Preferred Stock therein specified; PROVIDED, HOWEVER, that
in connection with any Redemption Notice pursuant to an Optional Contingent
Redemption, if the holders of at least a majority of the outstanding Redemption
Securities (the "MAJORITY REDEMPTION SECURITIES HOLDERS") object to the Optional
Contingent Redemption Price set forth in such Redemption Notice in a writing
delivered to the Company within fifteen (15) days after the delivery of such
Redemption Notice by the Company, then, the Optional Contingent Redemption Price
shall be determined in accordance with the provisions of Section 6(c)(vi) of the
Convertible Participating Preferred Stock Certificate of Designations; PROVIDED
FURTHER, that the Company shall not be obligated to effect such Optional
Contingent Redemption unless the Optional Contingent Redemption Price as
determined in accordance with the provisions of Section 6(c)(vi) of the
Convertible Participating Preferred Stock Certificate of Designations is equal
to or less than 105% of the Optional Contingent Redemption Price as set forth in
the Redemption Notice issued by the Company pursuant to such Optional Contingent
Redemption unless the Company elects, in its sole discretion, to consummate such
Optional Contingent Redemption at such higher Optional Contingent Redemption
Price; PROVIDED FURTHER, that in the event that the Company does not so elect,
then the Company shall pay the reasonable out-of-pocket expenses incurred by the
Majority Redemption Securities Holders in connection with the determination of
the Optional Contingent Redemption Price in accordance with the provisions of
Section 6(c)(vi) of the Convertible Participating Preferred Stock Certificate of
Designations. Anything to the contrary herein notwithstanding, if the Company,
pursuant to this Section 5(e), is not required to consummate an Optional
Contingent Redemption, the Company shall not be in default of its obligations
under this Certificate of Designations with respect to such unconsummated
Optional Contingent Redemption.

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          (f) PUT REDEMPTION. If at any time after the Original Issuance Date an
Event of Default occurs and the lenders under such Debt Instrument accelerate
the indebtedness thereunder (a "PUT REDEMPTION EVENT"), then the Company shall
immediately notify the holders of the Redeemable Preferred Stock of such
occurrence in writing and the holders of the Redeemable Preferred Stock shall
have the right to require the Company to redeem any or all of the shares of
Redeemable Preferred Stock held by such holders, in the manner provided in
Section 5(g) hereof (a "PUT REDEMPTION"), at a price equal to the Liquidation
Preference of such shares of Redeemable Preferred Stock (such amount, the "PUT
REDEMPTION PRICE"). To the extent it is not legally permissible to redeem such
shares on the applicable Redemption Date, the Company shall use its reasonable
best efforts to redeem the outstanding shares of Redeemable Preferred Stock as
promptly as practicable and shall redeem as many shares of Redeemable Preferred
Stock as it may legally redeem, ratably from the holders thereof who have
surrendered shares in proportion to the number of shares held by them, and shall
thereafter from time to time, as soon as it shall have funds legally available
therefor, redeem as many shares of Redeemable Preferred Stock from such holders
who have accepted the offer as it legally may until it has redeemed all of the
outstanding shares of Redeemable Preferred Stock.

          (g) NOTICE OF PUT REDEMPTION. The Company shall send written notice of
such Put Redemption (the "PUT REDEMPTION NOTICE") by courier as promptly as
possible but in any event within two (2) Business Days following the Put
Redemption Event to each holder of record of Redeemable Preferred Stock at such
holder's address as the same appears on the stock register of the Company;
PROVIDED, HOWEVER, that no failure to give such Put Redemption Notice to any
holder or holders nor any deficiency therein shall affect the validity of the
procedure for the redemption of any shares of Redeemable Preferred Stock to be
redeemed except as to the holder or holders to whom the Company has failed to
give notice or has given deficient notice. The Put Redemption Notice shall
state:

               (i)    that a Put Redemption Event has occurred and that each
     holder of Redeemable Preferred Stock has the right to require the Company
     to redeem any or all of such holder's Redeemable Preferred Stock at the
     Redemption Price;

               (ii)   the applicable Redemption Date;

               (iii)  a description of the Put Redemption Event;

               (iv)   the applicable Redemption Price; and

               (v)    the manner and place or places at which payment for the
     shares of Redeemable Preferred Stock surrendered for redemption will be
     made, upon presentation and surrender to the Company of the Certificates
     evidencing the shares being redeemed.

          (h) REDEMPTION DATES. The Company shall fix the date for a Put
Redemption (the "PUT REDEMPTION DATE"), the date for a Bankruptcy Redemption (a
"BANKRUPTCY REDEMPTION DATE"), the date for an Optional Contingent Redemption
(an "OPTIONAL CONTINGENT REDEMPTION DATE"), the date for an Optional Redemption
(an "OPTIONAL REDEMPTION DATE") or the date for an IPO Redemption (an "IPO
REDEMPTION DATE"), as the case may be, no earlier than thirty (30) but not more
than ninety (90) days after the Redemption Notice or the Put Redemption Notice,
as the

                                       10
<Page>

case may be, is sent as set forth in Section 6(c)(viii) of the Convertible
Participating Preferred Stock Certificate of Designations, or Section 5(e) or
5(g) hereof, as the case may be; PROVIDED, HOWEVER, that in the event that the
provisions of Section 6(c)(vi) hereof are applicable to any Optional Contingent
Redemption, the Optional Contingent Redemption Date shall be the later of (i)
the date set forth in the Redemption Notice and (ii) the date which is ten (10)
Business Days after the date that the Arbiter determines the Valuation Amount.
The Company shall fix the date for a Change of Control Redemption (the "CHANGE
OF CONTROL REDEMPTION DATE"), such that the redemption of such shares occurs
concurrently with the consummation of such Change of Control.

          (i) MECHANICS OF REDEMPTION.

               (i)    The Company shall pay the Redemption Price on the
     Redemption Date upon surrender of the certificates representing the shares
     of Redeemable Preferred Stock (endorsed or assigned for transfer, if the
     Board shall so require and is so stated in the notice sent by the Company);
     PROVIDED, that if such certificates are lost, stolen or destroyed, the
     Board may require such holder to indemnify the Company, in a reasonable
     amount and in a reasonable manner, prior to paying such Redemption Price.
     In the event that the Company does not pay the Redemption Price in full on
     the applicable Redemption Date, the Company shall pay the holders of
     Redeemable Preferred Stock to be redeemed and for which the Redemption
     Price has not yet been paid (or the portion thereof not paid by the Company
     on the applicable Redemption Date) in an amount equal to 2% per annum,
     compounded daily, payable monthly in arrears in cash to each such holder
     notwithstanding that dividends continue to accrue on such shares of
     Redeemable Preferred Stock until the Redemption Price is paid therefor. In
     case fewer than all of the shares of Redeemable Preferred Stock represented
     by any such certificate are to be redeemed, a new certificate shall be
     issued representing the unredeemed shares without cost to the holder
     thereof, except as set forth in the following sentence. The Company shall
     pay any documentary, stamp or similar issue or transfer tax due upon the
     issuance of a new certificate for any shares of Redeemable Preferred Stock
     not redeemed in the name of the redeeming holder, except that the Company
     shall not be obligated to pay any such tax due because a certificate for
     shares Redeemable Preferred Stock is issued in a name other than the name
     of the redeeming holder and no such issue or delivery shall be made unless
     and until the Person requesting such issue has paid to the Company the
     amount of any such tax, or has established to the reasonable satisfaction
     of the Company that such tax has been or will be paid.

               (ii)   From and after the Redemption Date, dividends on the
     Redeemable Preferred Stock to be redeemed on such Redemption Date will
     cease to accrue; said shares will no longer be deemed to be outstanding;
     and all rights of the holder thereof as a holder of Redeemable Preferred
     Stock (except the right to receive from the Company the Redemption Price)
     shall cease and terminate with respect to said shares; PROVIDED that in the
     event that a share of Redeemable Preferred Stock is not redeemed due to a
     default in payment by the Company or because the Company is otherwise
     unable to pay the Redemption Price, such share of Redeemable Preferred
     Stock will remain outstanding and will be entitled to all of the rights
     provided herein. In case fewer than all the shares of Redeemable Preferred
     Stock represented by any such certificate are to be redeemed, a

                                       11
<Page>

     new certificate shall be issued to and in the name of such redeeming holder
     representing the unredeemed shares without cost to the holder thereof. Any
     shares of Redeemable Preferred Stock that have been redeemed will, after
     such redemption, be deemed cancelled and retired and have the status of
     authorized but unissued Preferred Stock, without designation as to series
     until such shares are once more designated as part of a particular series
     by the Board.

               (iii)  If fewer than all of the outstanding shares of Redeemable
     Preferred Stock are to be redeemed, the shares of Redeemable Preferred
     Stock to be redeemed must be selected pro rata (as nearly as may be
     practicable without creating fractional shares) or by any other equitable
     method determined by the Board.

               (iv)   Except (A) in connection with any action solely taken to
     finance a redemption (or is reasonably necessary to facilitate a redemption
     or is reasonably required as a result of the redemption or such other
     actions) of all or a portion of the Redeemable Preferred Stock pursuant to
     Section 6(b), 6(c), 6(d) or 6(f) of the Convertible Participating Preferred
     Stock Certificate of Designations and duly approved by all necessary
     corporate action or (B) pursuant to the prior vote or written consent of
     holders representing at least a majority of the then outstanding shares of
     Redeemable Preferred Stock, voting together as a separate class, the
     Company shall not avoid or seek to avoid the observance or performance of
     any of the terms to be observed or performed hereunder by the Company. The
     Company shall at all times in good faith take all such action as
     appropriate pursuant to, and assist in the carrying out of all the
     provisions of, this Section 5.

                                       12
<Page>

          Section 6.    HEADINGS AND SUBDIVISIONS. The headings of various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

          Section 7.    SEVERABILITY. If any right, preference or limitations of
the Redeemable Preferred Stock set forth in these resolutions and the
Certificate of Designations filed pursuant hereto (as such Certificate of
Designations may be amended from time to time) is invalid, unlawful or incapable
of being enforced by reason of any rule or law or public policy, all other
rights, preferences and limitations set forth in such Certificate of
Designations, as amended, which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall, nevertheless
remain in full force and effect, and no right, preference or limitation herein
set forth shall be deemed dependent upon any other such right, preference or
limitation unless so expressed herein.

          Section 8.    MUTILATED OR MISSING CONVERTIBLE PARTICIPATING PREFERRED
STOCK CERTIFICATES. If any of the Redeemable Preferred Stock certificates shall
be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange
and substitution for and upon cancellation of the mutilated Redeemable Preferred
Stock certificate, or in lieu of and in substitution for the Redeemable
Preferred Stock certificate lost, stolen or destroyed, a new Redeemable
Preferred Stock certificate of like tenor and representing an equivalent amount
of shares of Redeemable Preferred Stock, but only upon receipt of evidence of
such loss, theft or destruction of such Redeemable Preferred Stock certificate
and indemnity reasonably satisfactory to the Company in amount and form, if
requested by the Company.

          Section 9.    ADDITIONAL DEFINITIONS.  For purposes of these
resolutions, the following terms shall have the following meanings:

          (a) "ADDITIONAL CONVERTIBLE PARTICIPATING PREFERRED STOCK DIRECTOR"
shall have the meaning set forth in Section 4(d) the Convertible Participating
Preferred Stock Certificate of Designations.

          (b) "ADDITIONAL REDEEMABLE PREFERRED STOCK DIRECTORS" shall have the
meaning set forth in Section 4(d).

          (c) "AFFILIATE" shall mean, with respect to any Person, (i) any Person
that directly or indirectly controls, is controlled by or is under common
control with such Person or (ii) any Person directly or indirectly owning or
controlling ten percent (10%) or more of any class of outstanding equity
interests of such Person after giving effect to the exercise, exchange or
conversion of options, warrants or other securities owned or controlled by such
Person which are exercisable, exchangeable or convertible into such equity
interests or (iii) any director, officer, partner, trustee, or member of such
Person or any Person specified in clause (i) or (ii) above or (iv) in the case
of any Person specified in clause (i), (ii) or (iii) above who is an individual,
Family Members of such Person.

          (d) "ARBITER" shall have the meaning set forth in Section 6(c)(vi) of
the Convertible Participating Preferred Stock Certificate of Designations.

                                       13
<Page>

          (e) "BANKRUPTCY EVENT" means commencing any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets, or the making by any of the Company and its
Subsidiaries of a general assignment for the benefit of its creditors;

          (f) "BANKRUPTCY REDEMPTION" shall have the meaning set forth in
Section 5(b) hereof.

          (g) "BANKRUPTCY REDEMPTION DATE" shall have the meaning set forth in
Section 5(h) hereof.

          (h) "BENEFICIAL OWNER" or "BENEFICIALLY OWN" has the meaning given
such term in Rule 13d-3 under the Exchange Act, and a Person's beneficial
ownership of securities will be calculated in accordance with the provisions of
such Rule; PROVIDED, HOWEVER, that a Person will be deemed to be the beneficial
owner of any security which may be acquired by such Person, whether within sixty
(60) days or thereafter, upon the conversion, exchange or exercise of any
rights, options, warrants or similar securities to subscribe for, purchase or
otherwise acquire (x) capital stock of any Person or (y) debt or other evidences
of indebtedness, capital stock or other securities directly or indirectly
convertible into or exercisable or exchangeable for such capital stock of such
Person.

          (i) "BOARD" means, unless otherwise specified hereunder, the Board of
Directors of the Company.

          (j) "BUSINESS DAY" means a day other than a Saturday, Sunday, federal
or New York State holiday or other day on which commercial banks in New York
City are authorized or required by law to close.

          (k) "CALL REDEMPTION PRICE" shall have the meaning set forth in
Section 5(b) hereof.

          (l) "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of capital stock, partnership interests (whether general or limited)
or equivalent ownership interests in or issued by such Person, and with respect
to the Company includes, without limitation, any and all shares of Common Stock
and Preferred Stock.

          (m) "CAUSE" means (i) willful malfeasance or willful misconduct by a
director in connection with the performance of his duties as such, (ii) the
commission by a director of (a) any felony or (b) a misdemeanor involving moral
turpitude or (iii) a determination by a court of competent jurisdiction in the
United States that such director, as such or in any other capacity

                                       14
<Page>

(whether or not relating to the Company), breached a fiduciary duty owed by him
or her to another Person.

          (n) "CERTIFICATE OF INCORPORATION" shall have the meaning set forth in
the Preamble.

          (o) "CHANGE OF CONTROL" means (i) any merger, consolidation or other
business combination of the Company or Holdings LLC with or into any other
entity, recapitalization, spin-off, distribution or any other similar
transaction, whether in a single transaction or series of related transactions,
where VCP and the beneficial owners of units of Holdings LLC on the Closing
Date, and their respective Affiliates, collectively, cease to beneficially own
at least 50% of the voting power of the voting securities of the entity
surviving or resulting from such transaction (or the ultimate sole parent
thereof) (such ownership being based solely on the voting securities owned by
such Persons immediately prior to such event), (ii) any transaction or series of
related transactions as a result of which VCP and the beneficial owners of units
of Holdings LLC on the Closing Date, and their respective Affiliates,
collectively, cease to beneficially own at least 50% of the voting power of the
voting securities of the Company (or the ultimate sole parent thereof) or (iii)
any sale, transfer, lease, assignment, conveyance, exchange, mortgage or other
disposition of all or substantially all of the assets, property or business of
the Company and its Subsidiaries.

          (p) "CHANGE OF CONTROL REDEMPTION" shall have the meaning set forth in
Section 5(b) hereof.

          (q) "CHANGE OF CONTROL REDEMPTION DATE" shall have the meaning set
forth in Section 5(h) hereof.

          (r) "CLOSING DATE" means the date of the sale of Convertible
Participating Preferred Stock pursuant to the Preferred Stock Purchase
Agreement.

          (s) "COMMON STOCK" shall mean the common stock, par value $.01 per
share, of the Company.

          (t) "COMMON STOCK EQUIVALENTS" means any warrants, rights, calls,
options or other securities exchangeable or exercisable for or convertible into
Common Stock, including shares of Convertible Participating Preferred Stock.

          (u) "COMPANY" shall have the meaning set forth in the Preamble.

          (v) "CONVERTIBLE PARTICIPATING PREFERRED STOCK" means the convertible
participating preferred stock of the Company with terms as set forth in the
Convertible Participating Preferred Stock Certificate of Designations.

          (w) "CONVERTIBLE PARTICIPATING PREFERRED STOCK CERTIFICATE OF
DESIGNATIONS" means the certificate of designations setting forth the terms of
the Convertible Participating Preferred Stock.

                                       15
<Page>

          (x) "CONVERTIBLE PARTICIPATING PREFERRED STOCK DIRECTOR" shall have
the meaning set forth in the Convertible Participating Preferred Stock
Certificate of Designations.

          (y) "CONVERSION PRICE" shall have the meaning set forth in the
Convertible Participating Preferred Stock Certificate of Designations.

          (z) "CREDIT AGREEMENT" shall mean that certain Credit Agreement, dated
as of February 27, 2004, among Solo Cup Company, as the Borrower, the Company,
Bank of America, N.A., and the other lenders party thereto, and any amendments
thereto approved in accordance with the terms of the Stockholders Agreement;
PROVIDED, that for purposes of Section 4 hereof no effect shall be given to any
amendments thereto or waivers of the terms thereof after the date hereof.

          (aa)   "DGCL" means the General Corporation Law of the State of
Delaware.

          (bb)   "DEBT INSTRUMENT" shall mean each of the Credit Agreement, the
Senior Subordinated Notes and the Senior Subordinated Notes Indenture, and any
amendments thereto approved in accordance with the terms of the Stockholders
Agreement; PROVIDED, that for purposes of Section 4 hereof no effect shall be
given to any amendments thereto or waivers of the terms thereof after the date
hereof.

          (cc)   "EQUITY SECURITIES" means any and all shares of Common Stock
and Common Stock Equivalents and Redeemable Preferred Stock.

          (dd)   "EVENT OF DEFAULT" shall have the meaning assigned to such term
in the applicable Debt Instrument.

          (ee)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

          (ff)   "FAIR MARKET VALUE" for any property means (except where
Section 6(c)(vi) of the Convertible Participating Preferred Stock Certificate of
Designations is applicable, in which case such Section 6(c)(vi) shall govern)
the fair market value thereof as determined in good faith by the Board of
Directors using any appropriate valuation method, assuming an arms-length sale
(and solely with respect to such determination for Equity Securities, assuming
an arms-length sale of the Company and its Subsidiaries in the entirety) to an
independent party, which determination must be set forth in a written resolution
of the Board of Directors, in accordance with the following rules:

               (i)    for any security listed on any domestic securities
     exchange or quoted in the NASDAQ National Market System or the domestic
     over-the-counter market, the "Fair Market Value" of such security shall be
     the Twenty Day Average of the average closing prices of such security's
     sales on all domestic securities exchanges on which such security may at
     the time be listed, or, if there have been no sales on any such exchange on
     any day, the average of the highest bid and lowest asked prices on all such
     exchanges at the end of such day, or, if on any day such security is not so
     listed, the average of the representative bid and asked prices quoted in
     the NASDAQ National

                                       16
<Page>

     Market System as of 4:00 P.M., New York City time, on such day, or, if on
     any day such security is not quoted in the NASDAQ National Market System,
     the average of the highest bid and lowest asked prices on such day in the
     domestic over-the-counter market as reported by the National Quotation
     Bureau, Incorporated, or any similar or successor organization (and in each
     such case excluding any trades that are not bona fide, arm's length
     transactions); or

               (ii)   for any security or other property which at any time is
     not listed on any domestic securities exchange or quoted in the NASDAQ
     National Market System or the domestic over-the-counter market, the "Fair
     Market Value" of such security or other property shall be the fair market
     value thereof as determined by the Board in good faith, using any
     appropriate valuation method, assuming an arms-length sale to an
     independent party; PROVIDED, HOWEVER, that holders of a majority of the
     outstanding shares of Redeemable Preferred Stock may dispute such
     determination by the Board by delivering written notice thereof to the
     Board within ten (10) Business Days of receipt of written notice of the
     Board's determination, in which case an Arbiter shall be appointed (whose
     fees and expenses shall be paid by the Company) and an arbitration shall be
     conducted in accordance with Section 6(c)(vi) of the Convertible
     Participating Preferred Stock Certificate of Designations (excluding the
     first and penultimate sentences thereof);

     PROVIDED, that in determining the Fair Market Value of any class or series
     of securities, (1) such determinations shall be made without giving regard
     to (i) the annual management fee and the aggregate amount of annual
     compensation being paid to Holdings LLC and the Solo Family Members and
     (ii) the annual management fee being paid to Vestar Capital Partners, an
     Affiliate of VCP and (2) a sale of all of the outstanding securities will
     be assumed, without giving regard to the lack of liquidity of such security
     due to any restrictions (contractual or otherwise) applicable thereto or
     any discount for minority interests and assuming the conversion or exchange
     of all securities then outstanding that are convertible into or
     exchangeable for such securities and the exercise of all rights and
     warrants then outstanding and exercisable to purchase shares of such
     securities or securities convertible into or exchangeable for shares of
     such security (provided that any applicable exercise price shall have been
     paid or such unpaid exercise price shall reduce the Fair Market Value of
     such convertible securities); PROVIDED, HOWEVER, that such assumption will
     not include those securities, rights and warrants convertible into such
     security where the conversion, exchange or exercise price per share is
     greater than the Fair Market Value.

          (gg)   "FAMILY MEMBER" means with respect to any individual (i) any
member of the immediate family of such individual (which shall mean any parent,
spouse, child or other lineal descendants (including by adoption), brother or
sister thereof or any spouse of any of the foregoing), (ii) each trust created
for the benefit of such individual or in which one or more members of such
individual's immediate family has a beneficial interest and (iii) any Person who
is controlled by any such immediate family member or trust (including each
custodian of property for one or more such Persons).

          (hh)   "GAAP" shall have the meaning set forth in the Credit
Agreement.

                                       17
<Page>

          (ii)   "GOVERNMENTAL AUTHORITY" means any nation or government, any
state or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government;

          (jj)   "HEREOF", "HEREIN" and "HEREUNDER" and words of similar import
refer to these resolutions as a whole and not merely to any particular clause,
provision, section or subsection.

          (kk)   "HOLDINGS LLC" means SCC Holding Company LLC, a Delaware
limited liability company.

          (ll)   "JUNIOR SECURITIES" shall have the meaning assigned to such
term in Section 1(b) hereof.

          (mm)   "IPO" means the initial Public Offering of Common Stock.

          (nn)   "IPO REDEMPTION" shall have the meaning set forth in Section
6(d) of the Convertible Participating Preferred Stock Certificate of
Designations.

          (oo)   "IPO REDEMPTION DATE" shall have the meaning set forth in
Section 5(h) hereof.

          (pp)   "IPO REDEMPTION PRICE" shall have the meaning set forth in
Section 6(d) of the Convertible Participating Preferred Stock Certificate of
Designations.

          (qq)   "LIEN" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge,
or preference, priority or other security interest or preferential arrangement
in the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement and any financing lease
having substantially the same economic effect as any of the foregoing).

          (rr)   "LIQUIDATION PREFERENCE" shall have the meaning assigned to
such term in Section 3(a) hereof.

          (ss)   "MANDATORY REDEMPTION DATE" shall have the meaning set forth in
Section 5(a) hereof.

          (tt)   "MANDATORY REDEMPTION PRICE" shall have the meaning set forth
in Section 5(a) hereof.

          (uu)   "NASDAQ" means the NASD Automated Quotation System.

          (vv)   "ORIGINAL ISSUANCE DATE" means the date on which the first
share of Convertible Participating Preferred Stock was issued.

          (ww)   "ORIGINAL ISSUE PRICE" shall have the meaning set forth in
Section 3(a) hereof.

                                       18
<Page>

          (xx)   "OPTIONAL CONTINGENT REDEMPTION" shall have the meaning set
forth in Section 6(c)(v) of the Convertible Participating Preferred Stock
Certificate of Designations.

          (yy)   "OPTIONAL CONTINGENT REDEMPTION DATE" shall have the meaning
set forth in Section 5(h) hereof.

          (zz)   "OPTIONAL CONTINGENT REDEMPTION PRICE" shall have the meaning
set forth in Section 6(c)(i) of the Convertible Participating Preferred Stock
Certificate of Designations.

          (aaa)  "OPTIONAL REDEMPTION" shall have the meaning set forth in
Section 5(c).

          (bbb)  "OPTIONAL REDEMPTION DATE" shall have the meaning set forth in
Section 5(h).

          (ccc)  "OPTIONAL REDEMPTION PRICE" shall have the meaning set forth in
Section 5(c).

          (ddd)  "PARTICIPATING DIVIDENDS" shall have the meaning set forth in
Section 2(a)(ii) of the Convertible Participating Preferred Stock Certificate of
Designations.

          (eee)  "PERMITTED INDEBTEDNESS" means (i) intercompany debt, (ii)
indebtedness for borrowed money incurred under the Debt Instruments, (iii)
indebtedness outstanding on the date hereof listed on Schedule 7.02 of the
Credit Agreement, (iv) other indebtedness for borrowed money permitted by the
Debt Instruments and (v) Refinancing Indebtedness.

          (fff)  "PERSON" shall mean any individual, corporation, limited
liability company, partnership, trust, association, trust or business trust,
unincorporated organization or joint venture, Governmental Authority or other
entity of any nature whatsoever.

          (ggg)  "PREFERRED STOCK" shall have the meaning set forth in the
Preamble.

          (hhh)  "PREFERRED STOCK PURCHASE AGREEMENT" means the Preferred Stock
Purchase Agreement dated as of the Closing Date, among the Company, VCP, Vestar
Investment and Vestar Investment II.

          (iii)  "PUBLIC OFFERING" means the sale of Equity Securities to the
public pursuant to an effective registration statement filed under the
Securities Act, which results in an active trading market in such Equity
Securities (it being understood that such an active trading market shall be
deemed to exist if, among other things, such Equity Securities are listed on a
national securities exchange or on NASDAQ National Market).

          (jjj)  "PUT REDEMPTION" shall have the meaning set forth in Section
5(f) hereof.

          (kkk)  "PUT REDEMPTION DATE" shall have the meaning set forth in
Section 5(h) hereof.

          (lll)  "PUT REDEMPTION EVENT" shall have the meaning set forth in
Section 5(e) hereof.

                                       19
<Page>

          (mmm)  "PUT REDEMPTION NOTICE" shall have the meaning set forth in
Section 5(g) hereof.

          (nnn)  "PUT REDEMPTION PRICE" shall have the meaning set forth in
Section 5(f) hereof.

          (ooo)  "REDEEMABLE PREFERRED STOCK" shall have the meaning set forth
in the Section 1(a) hereof.

          (ppp)  "REDEEMABLE PREFERRED STOCK DIRECTOR" shall have the meaning
set forth in 4(c) hereof.

          (qqq)  "REDEMPTION DATE" means the Mandatory Redemption Date, the
Bankruptcy Redemption Date, the Change of Control Redemption Date, the Optional
Contingent Redemption Date, the Optional Redemption Date, the IPO Redemption
Date or the Put Redemption Date, as the case may be.

          (rrr)  "REDEMPTION NOTICE" shall have the meaning set forth in Section
5(e) hereof.

          (sss)  "REDEMPTION PRICE" means the Mandatory Redemption Price, the
Call Redemption Price, the Optional Contingent Redemption Price, the Optional
Redemption Price, the IPO Redemption Price or the Put Redemption Price, as the
case may be.

          (ttt)  "REDEMPTION SECURITIES" shall have the meaning set forth in
Section 10 of the Convertible Participating Preferred Stock Certificate of
Designations.

          (uuu)  "REDEMPTION SECURITIES HOLDER" shall have the meaning set forth
in Section 10 of the Convertible Participating Preferred Stock Certificate of
Designations.

          (vvv)  "REFINANCING INDEBTEDNESS" means, as of the date of the
refinancing of any indebtedness, indebtedness for borrowed money in a principal
amount not in excess of the principal amount of, and accrued and unpaid interest
on, existing indebtedness for borrowed money that is being refinanced thereby
plus, in the case of the Credit Agreement or similar debt instruments, the
aggregate amount of unused lines of credit thereunder.

          (www)  "REGISTRATION RIGHTS AGREEMENT" shall have the meaning set
forth in the Convertible Participating Preferred Stock Certificate of
Designations.

          (xxx)  "REGULAR DIVIDENDS" shall have the meaning set forth in Section
2(a)(i) hereof.

          (yyy)  "REGULAR DIVIDEND PAYMENT DATE" shall have the meaning set
forth in Section 2(b) hereof.

          (zzz)  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                                       20
<Page>

          (aaaa) "SENIOR SUBORDINATED NOTES" means the 8 1/2% unsecured
subordinated notes of the Borrower (as defined in the Credit Agreement) due
February 15, 2014 in an aggregate principal amount of $325,000,000 issued and
sold on February 27, 2004 pursuant to the Senior Subordinated Notes Indenture,
and any amendments thereto approved in accordance with the terms of the
Stockholders Agreement.

          (bbbb) "SENIOR SUBORDINATED NOTES INDENTURE" means the Indenture,
dated as of February 27, 2004, by and among U.S. Bank National Association, as
trustee, the Borrower (as defined in the Credit Agreement) and the Subsidiary
Guarantors (as defined in the Credit Agreement), and any amendments thereto
approved in accordance with the terms of the Stockholders Agreement.

          (cccc) "SOLO FAMILY MEMBER" shall have the meaning assigned to such
term in the Stockholders' Agreement.

          (dddd) "STOCKHOLDER" shall have the meaning assigned such term in the
Stockholders' Agreement.

          (eeee) "STOCKHOLDERS' AGREEMENT" means the Stockholders Agreement
dated as of the Closing Date among the Company, Vestar Investment, Vestar
Investment II, VCP, Holdings LLC, the Management Investors named therein and the
other signatories thereto, as amended in accordance with its terms.

          (ffff) "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association or other business entity of which fifty
percent (50%) or more of the total voting power of shares of capital stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof, or fifty percent (50%) or
more of the equity interest therein, is at the time owned or controlled,
directly or indirectly, by any Person or one or more of the other Subsidiaries
of such Person or a combination thereof.

          (gggg) "SUBSTANTIALLY UNDERPERFORMS" shall have the meaning set forth
in Section 10 of the Convertible Participating Preferred Stock Certificate of
Designations.

          (hhhh) "TWENTY DAY AVERAGE" means, with respect to any prices and in
connection with the calculation of Fair Market Value, the average of such prices
over the twenty (20) Business Days ending on the Business Day immediately prior
to the day as of which "Fair Market Value" is being determined.

          (iiii) "VALUATION AMOUNT" shall have the meaning set forth in Section
6(c)(vi) of the Convertible Participating Preferred Stock Certificate of
Designations.

          (jjjj) "VCP" means Vestar Capital Partners IV, L.P., a Delaware
limited partnership.

          (kkkk) "VESTAR INVESTMENT" means Vestar Cup Investment, LLC, a
Delaware limited liability company and an Affiliate of VCP.

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          (llll) "VESTAR INVESTMENT II" means Vestar Cup Investment II, LLC, a
Delaware limited liability company and an Affiliate of VCP.

                    [Rest of page intentionally left blank.]

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          IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed by a duly authorized officer of the Company as of
February 27, 2004.

                              SOLO CUP INVESTMENT CORPORATION


                              By:   /s/  Ronald L. Whaley
                                  ----------------------------------
                                  Name: Ronald L. Whaley
                                  Title:   President and Chief Operating Officer

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