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                                                                    EXHIBIT 10.7

                                STATE OF DELAWARE
                                                                          PAGE 1
                        OFFICE OF THE SECRETARY OF STATE

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     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "FANNIE MAY HOLDINGS, INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH
DAY OF DECEMBER, A.D. 2001, AT 11 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       HARRIET SMITH WINDSOR, SECRETARY OF STATE

2271107  8100                                  AUTHENTICATION: 1512341

010595955                                                DATE: 12-18-01

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[SEAL]

             CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION

                                       OF

                       JUNIOR CLASS A PIK PREFERRED STOCK

                                       OF

                            FANNIE MAY HOLDINGS, INC.

                     Pursuant to Section 242 of the Delaware
                             General Corporation Law

     The undersigned, President and Secretary, respectively, of FANNIE MAY
HOLDINGS, INC., a Delaware corporation (the "Company"), certify that pursuant to
authority granted to and vested in the Board of Directors of the Company by the
provisions of the Certificate of Incorporation of the Company, the Board of
Directors has adopted the following resolution amending and restating the
Certificate of Designation of Junior Class A PIK Preferred Stock of the Company:

     WHEREAS, pursuant to the authority granted to and vested in the Board of
Directors of the Company (hereinafter the "Board of Directors") in accordance
with the provisions of the Certificate of Incorporation of the Company, the
Board of Directors created a series of Preferred Stock designated as the Junior
Class A PIK Preferred Stock, without par value of the Company (such series being
hereinafter sometimes called the Junior Class A PIK Preferred Stock) and fixed
the designation and amount thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof as set forth
in that certain Certificate of Designation dated October 28, 1991 (the "Original
Certificate of Designation"), and filed in the office of the Secretary of State
of the State of Delaware on October 29, 1991, which Certificate of Designation
became a part of the Company's Certificate of Incorporation pursuant to the
General Corporation Law of the State of Delaware.

     WHEREAS, on June 28, 2001, the Company filed an amendment to Section 1.5(b)
of the Original Certificate of Designation, pursuant to which the mandatory
redemption date of the Junior Class A PIK Preferred Stock was extended from
November 1, 2001 until March 15, 2006;

     WHEREAS, the Company desires to further amend certain other provisions of
the Original Certificate of Designation to modify the accrual of dividends on
the Junior Class A PIK Preferred Stock;

     WHEREAS, pursuant to the General Corporation Law of the State of Delaware,
such changes require that the Company further amend its Certificate of
Incorporation; and

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     WHEREAS, the holders of the Junior Class A PIK Preferred Stock have
unanimously approved the amendment and restatement of the Certificate of
Designation set forth below.

     NOW, THEREFORE, BE IT RESOLVED, that the Company hereby amends its
Certificate of Incorporation by amending and restating, in its entirety, the
Certificate of Designation, and hereby fixes the relative rights, preferences,
and limitations of the Junior Class A PIK Preferred Stock as follows:

     1.1  DESIGNATION AND AMOUNT

          The shares of such series shall be designated Junior Class A PIK
     Preferred Stock and the number of shares constituting such series shall
     initially be 625.

     1.2  DIVIDENDS

          The holders of shares of Junior Class A PIK Preferred Stock shall be
     entitled to receive, out of the assets of the Company legally available
     therefor and as and when declared by the Board of Directors, dividends at
     the rate of $2,000 per share per annum, payable annually on the first
     business day of the month of November in each year (each a "Dividend
     Payment Date"), commencing November 1, 1992 to Stockholders of record as of
     each such date until the Junior Class A PIK Preferred Stock is redeemed as
     hereinafter provided; provided, that after the Dividend Payment Date
     occurring on November 1, 2000 (the "2000 Payment Date"), dividends shall no
     longer be payable annually but rather shall accrue and cumulate, on an
     annual compounding basis, from the 2000 Payment Date and be payable either
     upon liquidation in accordance with Section 1.3 or upon redemption in
     accordance with Section 1.5.

          At the option of the Company and except as provided below, on any or
     all Dividend Payment Dates prior to and including the 2000 Payment Date,
     all of such dividends may be paid, instead of in cash, in whole or in part,
     or declaration of the Board of Directors, in additional shares of Junior
     Class A PIK Preferred Stock (the "Additional Shares"). To the extent
     dividends are paid in Additional Shares, such Additional Shares shall be
     valued at $25,000 per share with a liquidation value of $25,000 per share
     and shall have dividends payable annually at the rate specified in the next
     preceding paragraph, subject to the option of the Company to pay such
     dividends in Additional Shares in lieu of cash on any or all Dividend
     Payment Dates prior to and including the 2000 Payment Date.

          Dividends shall accrue from the date of original issue of the Junior
     Class A PIK Preferred Stock, except that dividends on Additional Shares
     shall accrue from the date such Additional Shares are issued. For the
     period prior to and including the 2000 Payment Date, dividends which are
     not paid in full will cumulate as if dividends had been paid on the
     relevant Dividend Payment Date in Additional Shares and such Additional
     Shares will be deemed to be outstanding on each succeeding Dividend Payment
     Date until such accumulated annual dividends shall have been declared and
     paid in cash or in Additional Shares. Any

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     such declaration may be for a portion, or all, of the then accumulated
     dividends. To the extent that all or any part of dividends in Additional
     Shares would result in the issuance of a fractional Additional Share (which
     shall be determined with respect to the aggregate number of shares of
     Junior Class A PIK Preferred Stock held, or deemed to be held, of record by
     each holder) then such amount shall be paid in cash or in fractions of
     Additional Shares based on a value of $25,000 per share.

          After the 2000 Payment Date, dividends shall accrue and cumulate, on
     an annual compounding basis, from the 2000 Payment Date and be payable in
     cash either upon liquidation in accordance with Section 1.3 or upon
     redemption in accordance with Section 1.5. Dividends may not be paid in
     Additional Shares after the 2000 Payment Date.

          No dividend may be paid or declared and set apart for payment on any
     share of Junior Class A PIK Preferred Stock unless at the same time a
     ratable dividend in cash or Additional Shares is paid or set apart for
     payment on all shares of Junior Class A PIK Preferred Stock then
     outstanding.

     1.3  LIQUIDATION RIGHTS.

          Preference on Liquidation, etc. In the event of any voluntary or
     involuntary liquidation, dissolution or winding-up of the Company, before
     any payment or distribution of the assets of the Company (whether capital
     or surplus) or proceeds thereof, shall be made to or set apart for the
     holders of shares of any Junior Securities but after all the Senior
     Preferred Stock shall have been redeemed in cash in full, the holders of
     shares of Junior Class A PIK Preferred Stock not then redeemed shall be
     entitled to receive payment of $25,000 per share held by them, plus an
     amount equal to all accrued and unpaid dividends thereon, whether or not
     declared, to the date of such payment. If, upon any liquidation,
     dissolution or winding-up of the Company, the assets of the Company, or
     proceeds thereof, distributed among the holders of shares of Junior Class A
     PIK Preferred Stock shall be insufficient to pay in full the respective
     preferential amounts on shares of Junior Class A PIK Preferred Stock, then
     such assets, or the proceeds thereof, shall be distributed among the
     holders of Junior Class A PIK Preferred Stock ratably in accordance with
     the respective amounts which would be payable on such shares if all amounts
     payable thereon were paid in full. After payment of the full amount of the
     liquidation preference to which the holders of Senior Preferred Stock are
     entitled and then payment of the full amount of the liquidation preference
     to which the holders of the Junior Class A PIK Preferred Stock are
     entitled, the holders of the Junior Class A PIK Preferred Stock will not be
     entitled to any further participation in any distribution of assets of the
     Company. For the purposes of this paragraph 1.3, the merger or the
     consolidation of the Company into or with another corporation or the merger
     or consolidation of any other corporation (other than a wholly owned
     subsidiary) into or with the Company or the sale, transfer or other
     disposition of all or substantially all the assets of the

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     Company, shall be deemed to be a voluntary or involuntary liquidation,
     dissolution or winding-up of the Company.

     1.4  RETIREMENT OF SHARES

          Shares of Junior Class A PIK Preferred Stock which have been issued
     and have been redeemed, repurchased or reacquired in any manner by the
     Company shall be retired and not reissued and shall resume the status of
     authorized but unissued and non-designated shares of Preferred Stock of the
     Company.

     1.5  REDEMPTION

               (a)  Provided all of the shares of Senior Preferred Stock have
     been redeemed for cash, with all dividends accrued thereon, and such
     redemption is not then prohibited by any agreement to which the Company is
     then a party, the shares of Junior Class A PIK Preferred Stock (i) may be
     redeemed at any time at the Company's option, at $25,000 per share, plus in
     each case all accrued and unpaid dividends thereon, whether or not
     declared, to the date of redemption, and (ii) shall be redeemed in
     accordance with the provisions of Section 2.7 of the Securities Purchase
     Agreement by and among the Company, FMCAN Acquisition Corp., an Illinois
     corporation, and the purchasers thereunder pursuant to which the Company
     initially issued its Junior Class A PIK Preferred Stock, as from time to
     time amended. If less then all the shares of Junior Class A PIK Preferred
     Stock are to be redeemed, the shares to be redeemed will be redeemed on a
     pro rata basis. For purposes of this Section 1.5(a), dividends shall be
     deemed to accrue at the rate of $5.50 per share per day prior to their
     declaration.

               (b)  All shares of Junior Class A PIK Preferred Stock not
     therefore redeemed, shall be redeemed by payment of cash on March 15, 2006
     at $25,000 per share plus all accrued and unpaid dividends thereon, whether
     or not declared, to the date of redemption, subject to the applicable
     provisions of law.

               (c)  The Company shall cause to be mailed to each of the holders
     of Junior Class A PIK Preferred Stock to be redeemed, at their last
     addresses as they shall appear upon the Preferred Stock Register, at least
     15 days and not more than 90 days prior to the record date of such
     redemption, a notice stating the date on which such redemption is expected
     to take place (the "Redemption Date"). Except as otherwise required by
     applicable law, the failure to give any such notice, or any defect therein,
     shall not affect the validity of such a redemption.

               (d)  On or after the Redemption Date, the holders of shares of
     Junior Class A PIK Preferred Stock which have been redeemed shall surrender
     their certificates representing such shares to the Company at its principal
     place of business or as otherwise notified, and thereupon the redemption
     price of such shares shall be payable to the order of the person whose name
     appears on such

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     certificate or certificates as the owner thereof and each surrendered
     certificate shall be cancelled. From and after the Redemption Date, all
     rights of the holders of such redeemed shares of Junior Class A PIK
     Preferred Stock, except the right to receive the redemption price together
     with an amount equal to all accrued and unpaid dividends to the date of
     redemption without interest upon surrender of their certificate or
     certificates, shall cease with respect to such shares, and such shares
     shall not thereafter be transferred on the books of the Company or be
     deemed to be outstanding for any purpose whatsoever.

     1.6  VOTING RIGHTS

          Except as required by law or herein or any other provision of the
     Certificate of Incorporation of the Company, the holder of each outstanding
     share of Junior Class A PIK Preferred Stock shall not be entitled to vote
     on any matter submitted to a vote of stockholders.

     1.7  OTHER RIGHTS AND AMENDMENTS

          Without the written consent of or the vote of holders of a majority of
     the outstanding shares of Junior Class A PIK Preferred Stock (voting as a
     class) at a meeting of the holders of Junior Class A PIK Preferred Stock
     called for such purpose, the Company will not (i) issue any other class or
     series of stock which is pari passu with, or entitled to a preference over,
     the Junior Class A PIK Preferred Stock with respect to any dividend or
     distribution or any liquidation, distribution of assets, dissolution or
     winding-up of the Company, except the 1,500 shares of Senior Preferred
     Stock described in the Certificate of Designation dated October 25, 1991
     adopted pursuant to Section 151 of the Delaware General Corporation Law by
     the directors of the Company, as amended and restated by the Amended and
     Restated Certificate of Designation of the Senior Preferred Stock which was
     filed on June 28, 2001 with the Secretary of State of the State of Delaware
     or (ii) amend, alter, repeat or waive any provision of the Certificate of
     Incorporation so as to adversely affect the preferences, rights or powers
     of the Junior Class A PIK Preferred Stock; provided, however, that any such
     amendment that reduces the amount of dividend payable on or the liquidation
     or redemption price of shares of Junior Class A PIK Preferred Stock shall
     require the affirmative vote at a meeting called for such purpose, or
     written consent of, the holder of each share of Junior Class A PIK
     Preferred Stock.

          So long as at least 100 shares of Junior Class A PIK Preferred Stock
     are outstanding, the Company will furnish to the holders of such Junior
     Class A PIK Preferred Stock quarterly and annual financial reports if the
     Company is required to file such with the SEC under the Securities Exchange
     Act of 1934.

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     1.8  ISSUANCE

          The Company will not issue more than 300 shares of Junior Class A PIK
     Preferred Stock, together with such number of Additional Shares as may be
     issued in lieu of cash dividends in accordance with paragraph 1.2.

     1.9  GENERAL PROVISIONS

               (a)  The headings of this paragraphs, subparagraphs, clauses and
     subclauses of this Certificate of Designation are for convenience of
     reference only and shall not define, limit or affect any of the provisions
     hereof.

               (b)  Each holder of Junior Class A PIK Preferred Stock, by
     acceptance thereof, acknowledges and agrees that payments of dividends, and
     redemption and repurchase of, such securities by the Company are subject to
     restrictions and prohibitions contained in certain credit agreements,
     indentures and other agreements to which the Company is a party.

               (c)  The following terms (except as otherwise expressly provided
     or unless the context clearly requires) for all purposes of this
     Certificate shall have the meanings specified below:

               "Junior Securities" means, collectively, the Common
          Stock, $.01 par value, and the Junior Class B PIK Preferred
          Stock, without par value, of the Company or any other series
          of stock issued by the Company ranking junior to the Junior
          Class A PIK Preferred Stock in payment of dividends or upon
          dissolution, liquidation or winding up of the Company.

               "Person" as used herein means any corporation, partnership,
          trust, organization, association, other entity or individual.

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          IN WITNESS WHEREOF, this Certificate of Amendment has been executed
and attested by the undersigned on December 18, 2001.

                                                      /s/ Ted A. Shepherd
                                                      --------------------------
                                                      Ted A. Shepherd, President

Attest:

/s/ Richard J. Anglin
-------------------------------
Richard J. Anglin, Secretary

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