<PAGE>

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             BPC HOLDING CORPORATION

     The undersigned, Martin R. Imbler and James M. Kratochvil, President and
Executive Vice President, respectively, of BPC HOLDING CORPORATION, a
corporation organized and existing under the laws of the State of Delaware,
on behalf of said corporation, hereby certify as follows:

          1. The name of the corporation is BPC HOLDING CORPORATION (the
"CORPORATION"). The date of filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware was
December 11, 1990, as amended and restated by the Amended and Restated
Certificate of Incorporation filed December 20, 1990, as further amended by
the Amended and Restated Certificate of Incorporation filed April 19, 1994,
further amended by the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation filed May 5, 1995 and further amended by the
Certificate of Amendment filed June 14, 1996.

          2. This Restated Certificate of Incorporation (the "RESTATED
CERTIFICATE") was duly adopted in accordance with Sections 103, 222, 242 and
245 of the General Corporation Law of the State of Delaware.

          3. The text of the Certificate of Incorporation, as amended and
restated herein, shall read as follows:

                                  ARTICLE FIRST

     The name of the corporation is BPC HOLDING CORPORATION.

                                 ARTICLE SECOND

     The address of the registered office of the Corporation in the state of
Delaware is 9 East Loockerman Street, City of Dover, County of Kent, Delaware
19901. The name of the registered agent of the Corporation at such address is
National Registered Agents, Inc.

                                  ARTICLE THIRD

     The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

                                 ARTICLE FOURTH

                            Part A. AUTHORIZED SHARES

     The total number of shares of capital stock which the Corporation has
authority to issue is 4,700,000 shares, consisting of:

<PAGE>

          (i) 2,200,000 shares of Preferred Stock, par value $.01 per share
     ("Preferred Stock"), of which 600,000 shares shall be designated Series A
     Senior Cumulative Exchangeable Preferred Stock (the "SERIES A PREFERRED
     STOCK"), 1,400,000 shares shall be designated Series A-1 Senior Cumulative
     Preferred Stock (the "SERIES A-1 PREFERRED STOCK");

          (ii) 1,000,000 shares of Class A Common Stock, par value $.01 per
     share ("CLASS A COMMON"), of which 500,000 shares shall be designated
     voting shares ("CLASS A VOTING COMMON") and 500,000 shares will be
     designated non-voting shares ("CLASS A NON-VOTING COMMON");

          (iii) 1,000,000 shares of Class B Common Stock, par value $.01 per
     share ("CLASS B COMMON"), of which 500,000 shares shall be designated
     voting shares ("CLASS B VOTING COMMON") and 500,000 shares will be
     designated non-voting shares ("CLASS B NON-VOTING COMMON"); and

          (iv) 500,000 shares of non-voting Class C Common Stock, par value $.01
     per share ("CLASS C COMMON").

     The Class A Common, Class B Common and Class C Common and any other common
stock issued hereafter are referred to collectively as the "COMMON STOCK".
Shares of Preferred Stock and Common Stock shall have the rights, preferences
and limitations set forth below.

                             Part B. PREFERRED STOCK

          (i) GENERAL. Subject to limitations prescribed by the provisions of
     this Part B, Preferred Stock may be issued from time to time in one or more
     series, each of such series to have such terms as stated in the resolution
     or resolutions providing for the establishment of such series adopted by
     the Board of Directors of the Corporation, as hereinafter provided. Except
     as otherwise expressly stated in this Part B or in the resolution or
     resolutions providing for the establishment of a series, any shares of
     Preferred Stock which may be redeemed, purchased or acquired by the
     Corporation may be reissued except as otherwise provided by law.

     Subject to limitations prescribed by the provisions of this Part B,
authority is hereby expressly granted to the Board of Directors to provide
for the issuance, from time to time, of shares of Preferred Stock in one or
more series, and, in connection with the establishment of any such series by
resolution or resolutions and by the filing of a certificate pursuant to the
applicable law of the State of Delaware, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated in such resolution or
resolutions, all to the full extent permitted by the General Corporation Law
of the State of Delaware. Subject to limitations prescribed by the provisions
of this Part B and without limiting the generality of the foregoing, the
resolution or resolutions providing for the establishment of any series of
Preferred Stock may, to the extent permitted by law, provide that such series
shall be superior or rank equally or be junior to the Preferred Stock

                                       2
<PAGE>

of any other series. Except as otherwise expressly stated in this Part B or
in the resolution or resolutions providing for the establishment of a series,
no vote of the holders of shares of Preferred Stock or Common Stock shall be
a prerequisite to the issuance of any shares of any series of the Preferred
Stock authorized by and complying with the conditions of this Certificate.

     Pursuant to the authority conferred by this ARTICLE FOURTH, the
following series of Preferred Stock have been designated, each such series
consisting of such number of shares, with such voting powers and with such
designations, preferences and relative rights, and qualifications,
limitations or restrictions thereof as are stated and expressed either below
or in the exhibit with respect to such series attached hereto as specified
below and incorporated herein by reference:

<TABLE>
<S>                                      <C>
     Exhibit A                           Series B Cumulative Preferred Stock
     (as same has been amended
     as of the date of filing
     of this Restated Certificate)
</TABLE>

     (ii) SERIES A CUMULATIVE EXCHANGEABLE PREFERRED STOCK AND SERIES A-1
CUMULATIVE PREFERRED STOCK.

     The designation and amount of the Series A Cumulative Exchangeable
Preferred Stock, par value $.01 per share, and the Series A-1 Cumulative
Preferred Stock, par value $.01 per share, 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 of such
series, are as follows:

          Section 1. DESIGNATION AND AMOUNT; RANK.

          (a) The shares of such series of Preferred Stock shall be
designated as the "Series A Senior Cumulative Exchangeable Preferred Stock"
(the "SERIES A PREFERRED STOCK") and the "Series A-1 Senior Cumulative
Preferred Stock" (the "SERIES A-1 PREFERRED STOCK") and the number of shares
initially constituting such series shall be 600,000 and 1,400,000,
respectively, which numbers may be decreased (but not increased) by the Board
of Directors of the Corporation (the "BOARD OF DIRECTORS") without a vote of
stockholders; PROVIDED, HOWEVER, that such number may not be decreased below
the number of then currently outstanding shares of Series A Preferred Stock
or Series A-1 Preferred Stock, as the case may be. The stated value and
liquidation preference per share (the "LIQUIDATION PREFERENCE") of the Series
A Preferred Stock and the Series A-1 Preferred Stock shall be $25.00.

          (b) The Series A Preferred Stock and the Series A-1 Preferred Stock
shall rank, with respect to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of the Corporation, prior
to all other Capital Stock of the Corporation (such other Capital Stock being
herein referred to as the "JUNIOR STOCK").

          Section 2. DEFINITIONS.

          Capitalized terms used herein shall have the meanings set forth in
this Section 2:

                                       3
<PAGE>

          "ACCUMULATED DIVIDENDS" means, on any specific date with respect to
any share of Series A Preferred Stock or Series A-1 Preferred Stock, the
dividends that have accrued on such share as of such specific date in respect
of Dividend Periods ending on or prior to the Cash Dividend Date and that
have not previously been paid in cash.

          "AFFILIATE" means, with respect to any specified Person, any other
Person which, directly or indirectly, controls, is under common control with,
or is owned or controlled by, such specified Person. For purposes of this
definition, (i) "control" means, with respect to any specified Person, either
(x) the beneficial ownership of more than 30 percent of any class of equity
securities or (y) the power to direct the management or policies of the
specified Person through the ownership of voting securities, by contract,
voting agreement or otherwise and (ii) the terms "controlling", "control
with" and "controlled by", etc., shall have meanings correlative to the
foregoing.

          "BANKRUPTCY LAW" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

          "BERRY" means Berry Plastics Corporation.

          "BERRY REVOLVING CREDIT FACILITY" means the Third Amended and
Restated Financing and Security Agreement, dated as of May 9, 2000, by and
among Berry, Bank of America, N.A., as Administrative Agent, and the other
parties named therein, providing for up to $70 million of borrowings,
including any related notes, Guarantees, collateral documents, instruments
and agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time which
includes the addition, substitution or replacement of any or all lenders
thereunder under the same or any replacement agreement.

          "BOARD OF DIRECTORS" has the meaning ascribed to such term in
Section 1(a).

          "BPC SENIOR SUBORDINATED NOTES" means the 12-1/4% Senior
Subordinated Notes due 2004 issued pursuant to the BPC Senior Subordinated
Notes Indenture.

          "BPC SENIOR SUBORDINATED NOTES INDENTURE" means the Indenture dated
as of April 21, 1994, as amended, among the Corporation, Berry Iowa
Corporation and Berry-CPI Plastics Corp., as Guarantors, Berry, and United
States Trust Company of New York, as Trustee, regarding the BPC Senior
Subordinated Notes.

          "BUSINESS DAY" means any day other than Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

          "BY-LAWS" means the by-laws of the Corporation, as they may be
amended or restated from time to time.

                                       4
<PAGE>

          "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized on a balance
sheet prepared in accordance with GAAP.

          "CAPITAL STOCK" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) equity of such Person, including without
limitation, any preferred stock, and with respect to partnerships,
partnership interests (whether general or limited) and any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership, but
excluding any debt securities convertible into such equity.

          "CASH DIVIDEND DATE" means the last day of June 2003.

          "CASH EQUIVALENTS" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition, (iii) certificates of
deposit and eurodollar time deposits with maturities of six months or less
from the date of acquisition, bankers' acceptances with maturities not
exceeding six months from the date of acquisition and overnight bank
deposits, in each case with any lender party to the Berry Revolving Credit
Facility or with any domestic commercial bank having capital and surplus in
excess of $500 million, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses
(ii) and (iii) entered into with any financial institution meeting the
qualifications specified in clause (iii) above and (v) commercial paper
having the highest rating obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within six months
after the date of acquisition.

          "CERTIFICATE OF INCORPORATION" means the Certificate of
Incorporation of the Corporation, as it may be amended or restated from time
to time.

          "CLOSING DATE" has the meaning ascribed to such term in the
Purchase Agreement.

          "COMMON STOCK" means the Common Stock, of all classes, of the
Corporation.

          "CONSOLIDATED NET WORTH" means, with respect to any Person as of
any date, the sum of (i) the consolidated equity of the common stockholders
of such Person and its consolidated Subsidiaries as of such date plus (ii)
the respective amounts reported on such Person's balance sheet as of such
date with respect to any series of preferred stock (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends unless
such dividends may be declared and paid only out of net earnings in respect
of the year of such declaration and payment, but only to the extent of any
cash received by such Person upon issuance of such preferred stock, less (x)
all write-ups (other than write-ups resulting from foreign currency
translations and write-ups of tangible assets of a going concern business
made within 12 months after the acquisition of such business) subsequent to
the Issue Date for the Series A Preferred Stock in the book value of any
asset owned by such Person or a consolidated Subsidiary of such Person, (y)
all investments as of such date in unconsolidated Subsidiaries and

                                       5
<PAGE>

in Persons that are not Subsidiaries (except, in each case, Permitted
Investments), and (z) all unamortized debt discount and expense and
unamortized deferred charges as of such date, all of the foregoing determined
in accordance with GAAP.

          "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

          "CVCA" means Chase Venture Capital Associates, LLC (formerly Chase
Venture Capital Associates, L.P.).

          "DGCL" means the General Corporation Law of the State of Delaware,
as in effect from time to time.

          "DISQUALIFIED STOCK" means any Capital Stock which, by its terms
(or by the terms of any Capital Stock into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder thereof, in whole or in part, on or
prior to December 31, 2008; PROVIDED, HOWEVER, that any Capital Stock that
would otherwise be Disqualified Stock will not be Disqualified Stock solely
as a result of a maturity or redemption event that is conditioned upon and
subject to compliance with Section 4.07 of the Senior Secured Note Indenture.

          "DIVIDEND PAYMENT DATE" means the last day of March, June,
September and December in each year.

          "DIVIDEND PERIOD" means each quarterly period ending on a Dividend
Payment Date.

          "DIVIDEND RATE" means, with respect to each share of Series A
Preferred Stock and Series A-1 Preferred Stock, a rate of 14% per annum of
the sum of the Liquidation Preference and all accrued and unpaid dividends on
such share (excluding the amount of any dividends accrued since the
immediately preceding Dividend Payment Date), subject to adjustment as
follows:

          (i) upon the occurrence of any Event of Non-Compliance specified in
     clause (a) of the definition of such term, the Dividend Rate (if the then
     current Dividend Rate is less than 16% per annum) shall immediately
     increase to 16% per annum; PROVIDED that any increase in the Dividend Rate
     resulting from the operation of this clause (i) shall terminate as of the
     close of business on the first date thereafter on which no Event of
     Noncompliance specified in clause (a) of the definition of such term exists
     and the Dividend Rate shall revert to the rate that otherwise would be in
     effect but for the operation of this clause (i), subject to subsequent
     increases pursuant to this clause (i); and

          (ii) upon the occurrence of an Event of Non-Compliance specified in
     clause (b) of the definition of such term, the Dividend Rate (if the then
     current Dividend Rate is less than 15% per annum) shall immediately
     increase to 15% per annum; PROVIDED that any increase in the Dividend Rate
     resulting from the operation of this clause (ii) shall


                                       6
<PAGE>

     terminate as of the close of business on the first date thereafter on which
     no Event of Noncompliance specified in clause (b) of the definition of such
     term exists and the Dividend Rate shall revert to the rate that otherwise
     would be in effect but for the operation of this clause (ii), subject to
     subsequent increases pursuant to this clause (ii).

          "EVENT LEADING TO VOTING RIGHTS" means any of the following:

          (a) the Corporation, commencing on the Cash Dividend Date, fails
     for six (6) Dividend Periods (whether or not consecutive) to declare and
     pay dividends in cash on shares of Series A Preferred Stock or Series A-1
     Preferred Stock pursuant to Section 3(a) in an amount equivalent to or
     exceeding the full amount of dividends accrued and payable thereon,
     whether or not such declaration or payment is legally permissible or is
     prohibited by an agreement or instrument to which the Corporation is
     subject;

          (b) (i) the Corporation or a Significant Subsidiary pursuant to or
     within the meaning of any Bankruptcy Law: (A) commences a voluntary case;
     (B) consents to the entry of an order for relief against it in an
     involuntary case; (C) consents to the appointment of a Custodian of it or
     for any substantial part of its property; or (D) makes a general assignment
     for the benefit of its creditors or takes any comparable action under any
     foreign laws relating to insolvency; or (ii) a court of competent
     jurisdiction enters an order or decree under any Bankruptcy Law that:
     (A) is for relief against the Corporation or any Significant Subsidiary in
     an involuntary case; (B) appoints a Custodian of the Corporation or any
     Significant Subsidiary or for any substantial part of its property; or
     (C) orders the winding up or liquidation of the Corporation or any
     Significant Subsidiary or any similar relief is granted under any
     foreign laws and the order, decree or relief remains unstayed and in
     effect for 60 days; or

          (c) outstanding Indebtedness of the Corporation or any Subsidiary in
     an amount aggregating in excess of $10,000,000 is not paid within any
     applicable grace period after final maturity or is accelerated by the
     holders thereof prior to final maturity.

          "EVENT OF NONCOMPLIANCE" means any of the following:

          (a) the Corporation fails to declare and pay dividends in cash on
     shares of Series A Preferred Stock or Series A-1 Preferred Stock on any
     Dividend Payment Date on or after the Cash Dividend Date pursuant to
     Section 3(a) in an amount equivalent to or exceeding the full amount of
     dividends (other than Accumulated Dividends) then accrued and payable
     thereon, or to redeem, or offer to redeem pursuant to Section 7A, shares
     of Series A Preferred Stock or Series A-1 Preferred Stock on any date
     required hereunder, whether or not such redemption, declaration or payment
     is legally permissible or is prohibited by any agreement or instrument to
     which the Corporation is subject, or breaches Section 6.9; or

          (b) the Corporation fails to perform, observe, or comply with any
     covenant, agreement, obligation, or restriction required hereunder, after
     giving effect to any grace period provided herein.


                                       7
<PAGE>

          "EXCHANGE" means the exchange of the Series A Preferred Stock for the
Exchange Notes as provided in Section 8.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          "EXCHANGE DATE" has the meaning ascribed to such term in Section
8(a).

          "EXCHANGE INDENTURE" means an indenture between the Corporation and
a trustee satisfactory to the Corporation and the holders of a majority of
the outstanding shares of Series A Preferred Stock in form and substance
satisfactory to the Corporation and holders of at least 66-2/3% of the
outstanding shares of Series A Preferred Stock and reflecting the terms set
forth in Exhibit F to the Purchase Agreement.

          "EXCHANGE NOTES" means the Corporation's Senior Subordinated
Exchange Notes to be issued upon the Exchange under the Exchange Indenture.

          "EXISTING INDEBTEDNESS" means Indebtedness of the Corporation and
its Subsidiaries (including the BPC Senior Subordinated Notes) in existence
on the Issue Date for the Series A Preferred Stock, until such amounts are
repaid.

          "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect on the Issue Date
with respect to the Series A Preferred Stock.

          "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part
of any Indebtedness.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against
fluctuations in interest rates.

          "INDEBTEDNESS" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing
Capital Lease Obligations or the balance deferred and unpaid of the purchase
price of any property or representing Hedging Obligations, except any such
balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and also includes, to the extent not
otherwise included, the Guarantee of any Indebtedness of such Person or any
other Person.

                                       8
<PAGE>

          "INTERNATIONAL" means Atlantic Equity Partners International II, L.P.

          "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans
(including Guarantees), advances or capital contributions (excluding
commission, travel and similar advances to officers, directors, consultants
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Capital Stock or other
securities and all other items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP.

          "ISSUE DATE" means in the case of the Series A Preferred Stock or
the Series A-1 Preferred Stock the first date on which shares of such series
are issued by the Corporation pursuant to a Purchase Agreement.

          "JUNIOR PAYMENT" has the meaning ascribed to such term in Section
6.1(a).

          "JUNIOR STOCK" has the meaning ascribed to such term in Section
1(b).

          "LIEN" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "LIQUIDATION PREFERENCE" has the meaning ascribed to such term in
Section 1(a).

          "MERGERCO" means BPC Mergerco, Inc. which was merged with and into
the Corporation pursuant to the Certificate of Merger filed with the
Secretary of State of the State of Delaware, June 18, 1996.

          "NORTHWESTERN" means The Northwestern Mutual Life Insurance Company.

          "OFFICER" means the Chairman of the Board, the President, any
Executive Vice President, any Vice President, the Treasurer or the Secretary
of the Corporation, as applicable.

          "OFFICERS' CERTIFICATE" means a certificate signed by two officers.

          "PAST DUE" has the meaning ascribed to such term in Section 3(a).

          "PERMITTED INVESTMENTS" means (a) any Investments in the
Corporation or in a Wholly Owned Subsidiary of the Corporation that is
engaged in the same or similar line of business as the Corporation and its
Subsidiaries were engaged in on the Issue Date for the Series A Preferred
Stock and (b) any Investments in Cash Equivalents.

          "PERSON" means any individual, corporation, general or limited
partnership, joint venture, association, limited liability company, joint
stock company, trust, business trust, bank, trust company, estate (including
any beneficiaries thereof), unincorporated organization, cooperative,
association or governmental branch, authority, agency or political
subdivision thereof.

                                       9
<PAGE>

          "PREFERRED STOCK" means the preferred stock, par value $0.01 per
share, of the Corporation.

          "PURCHASE AGREEMENT" means, in the case of the Series A Preferred
Stock, the Preferred Stock and Warrant Purchase Agreement dated as of June
12, 1996, by and among the Corporation, Mergerco, Northwestern and CVCA, and
in the case of the Series A-1 Preferred Stock, the Preferred Stock and
Warrant Purchase Agreement dated as of May 9, 2000 by and among the
Corporation, Northwestern and CVCA, in each case as modified and supplemented
and in effect from time to time.

          "REDEMPTION DATE" means the date of any redemption of the Series A
Preferred Stock or the Series A-1 Preferred Stock pursuant to Section 7.

          "REDEMPTION PERCENTAGE" means the applicable redemption percentage
set forth below, if the Redemption Date occurs during the period beginning
June 15 of the years indicated:

<TABLE>
<CAPTION>
                                         Series A            Series A-1
                                         Redemption           Redemption
          Year                           Percentage           Percentage
          ----                           ----------           ----------
<S>                                      <C>                  <C>
          1999                              110%                   --
          2000                              108%                   --
          2001                              106%                   --
          2002                              104%                  108%
          2003                              102%                  106%
          2004                              100%                  104%
          2005                              100%                  102%
          2006 and thereafter               100%                  100%
</TABLE>

          "SALE OF THE CORPORATION" means the sale of the Corporation to one
or more Persons that are not Affiliates of the Corporation in a single or a
series of related transactions pursuant to which the acquiring Person or
Persons acquire (i) all of the capital stock of the Corporation (whether by
way of sale, transfer, merger, consolidation or otherwise) or (ii) all or
substantially all of the assets of the Corporation and its Subsidiaries,
taken as a whole.

          "SEC" means the Securities and Exchange Commission.

          "SECRETARY" means the Secretary of the Corporation.

          "SENIOR SECURED NOTES" means the 12-1/2% senior secured notes
issued by the Corporation pursuant to the terms of the Senior Secured Note
Indenture.

          "SENIOR SECURED NOTE INDENTURE" means the Indenture dated as of the
Closing Date, between the Corporation and First Trust of New York, a national
association, as trustee, regarding the Senior Secured Notes as the same may
be modified and supplemented, and in effect from time to time.

                                       10
<PAGE>

          "SENIOR STOCK" means any stock of the Corporation ranking prior to,
or on a parity with, the Series A Preferred Stock or the Series A-1 Preferred
Stock either with respect to the payment of dividends or the distribution of
assets, whether upon liquidation or otherwise.

          "SERIES A PREFERRED STOCK" and "SERIES A-1 PREFERRED STOCK" have
the meanings ascribed to such terms in Section 1(a).

          "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"Significant Subsidiary" of the Corporation within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

          "SPECIFIED AMOUNT" means, on any specific date with respect to any
share of Series A Preferred Stock or Series A-1 Preferred Stock, the sum of
(i) the Liquidation Preference with respect to such share and (ii) the
Accumulated Dividends with respect to such share.

          "STATED MATURITY" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision.

          "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated
the Closing Date with respect to the Series A Preferred Stock, among the
Corporation, International, CVCA, certain other institutional holders,
certain members of management of the Corporation and CVCA and Northwestern as
holders of Series A Preferred Stock with respect to certain provisions
thereof, as amended from time to time pursuant to its terms.

          "STOCK PURCHASE AGREEMENT" means the Stock Purchase and
Recapitalization Agreement, dated as of June 12, 1996, among the Corporation,
Mergerco, certain purchasers listed on Schedule I thereto and certain
shareholders listed on Schedule II thereto, as amended from time to time
pursuant to its terms.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly,
by (i) such Person, (ii) such Person and one or more Subsidiaries of such
Person or (iii) one or more Subsidiaries of such Person. Unless otherwise
specified herein, each reference to a Subsidiary shall refer to a Subsidiary
of the Corporation.

          "SUCCESSOR CORPORATION" has the meaning ascribed to such term in
Section 6.8.

          "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and
one or more Wholly Owned Subsidiaries of such Person.

                                       11
<PAGE>

          Section 3. DIVIDENDS AND DISTRIBUTIONS. (a) The holders of shares
of Series A Preferred Stock and the Series A-1 Preferred Stock, in preference
to the holders of shares of Junior Stock, shall be entitled to receive
quarterly, when, as and if declared by the Board of Directors out of funds of
the Corporation legally available for the payment of dividends, cumulative
dividends on each share at the Dividend Rate. With respect to each Dividend
Payment Date occurring on or after the Cash Dividend Date, such dividends
shall be paid in cash in arrears. With respect to each Dividend Payment Date
occurring prior to the Cash Dividend Date, such dividends shall be paid, at
the sole option of the Corporation, in whole or in part, in cash in arrears,
and to the extent the Corporation does not pay such dividends in cash, then
dividends owed to such holder shall accrue quarterly on a compound basis.
Dividends are payable in arrears in respect of the Dividend Period ending on
such Dividend Payment Date so long as shares of Series A Preferred Stock or
the Series A-1 Preferred Stock are outstanding (dividends not paid on any
such date in accordance with the terms of this Section 3 are referred to
herein as "PAST DUE"); PROVIDED that (i) the first Dividend Payment Date for
the Series A Preferred Stock shall be September 30, 1996, and the first
Dividend Payment Date for the Series A-1 Preferred Stock shall be the
Dividend Payment Date next following the actual date of issue of each share
(or the predecessor share) of such series in respect of the period from such
date of issue through such Dividend Payment Date, and (ii) any past due
dividends may be paid on any date fixed by the Board of Directors.

          (b) Dividends payable pursuant to Section 3(a) shall begin to
accrue and be cumulative from the actual date of issue of each share (or the
predecessor share) of the respective series. The amount of dividends payable
for any period shorter or longer than a full Dividend Period, including the
first Dividend Period, shall be determined on the basis of twelve 30-day
months and a 360-day year. Dividends paid on the shares of Series A Preferred
Stock or the Series A-1 Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated PRO RATA on a share-by-share basis among all such shares at the
time outstanding. Dividends paid on the shares of Series A Preferred Stock
and the Series A-1 Preferred Stock shall be allocated PRO RATA on a
share-by-share basis among all such shares at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of shares
of Series A Preferred Stock and the Series A-1 Preferred Stock entitled to
receive payment of a dividend declared thereon, which record date shall be no
more than sixty (60) days nor less than ten (10) days prior to the date fixed
for the payment thereof. If no record date is fixed, the record date for
determining holders of shares of Series A Preferred Stock and the Series A-1
Preferred Stock entitled to receive payment of a dividend declared thereon
shall be at the close of business on the day on which the Board of Directors
declares such dividend.

          Section 4. LIQUIDATION, DISSOLUTION OR WINDING UP. (a) In the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of shares of Series A Preferred Stock
and the Series A-1 Preferred Stock shall be entitled to receive, out of the
assets of the Corporation available for distribution to its stockholders, an
amount equal to the Liquidation Preference per share of Series A Preferred
Stock or the Series A-1 Preferred Stock plus all accrued and unpaid dividends
thereon to the date of such payment, and no distribution shall be made to the
holders of shares of Junior Stock upon liquidation, dissolution or winding up
unless, prior thereto, the holders of shares of Series A Preferred Stock

                                       12
<PAGE>

and the Series A-1 Preferred Stock shall have received an amount equal to the
Liquidation Preference per share plus all accrued and unpaid dividends
thereon to the date of such payment (whether or not declaration or payment of
such dividends is legally permissible or is prohibited by any agreement or
instrument to which the Corporation is subject).

          (b) Neither the consolidation, merger or other business combination
of the Corporation with or into any other Person or Persons nor the sale,
lease, exchange or conveyance of all or any part of the property, assets or
business of the Corporation shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for purposes of this Section 4.

          Section 5. VOTING RIGHTS. (a) Except as provided in this Section 5
or in the Certificate of Incorporation, and except for any voting rights
provided by law, the holders of shares of Series A Preferred Stock and the
Series A-1 Preferred Stock shall have no voting rights and their consent
shall not be required for the taking of any corporate action.

          (b) (i) Upon the occurrence of any Event Leading to Voting Rights,
the holders of shares of Series A Preferred Stock and the Series A-1
Preferred Stock, voting together, shall have the right, notwithstanding
anything to the contrary in the Certificate of Incorporation, the By-Laws or
any agreement or instrument to which the Corporation is a party, voting
together as a single class, to elect two (2) directors to the Board of
Directors, all such directors to be in addition to the number of directors
constituting the Board of Directors immediately prior to the accrual of such
rights, with the remaining directors to be elected by the other class or
classes of stock entitled to vote therefor at any meeting of the stockholders
held for the purpose of electing directors. The right of the holders of
shares of Series A Preferred Stock and the Series A-1 Preferred Stock to
elect members of the Board of Directors as set forth herein shall continue
until (A) with respect to an Event Leading to Voting Rights specified in
clause (a) of the definition of such term, such time as all accrued and
unpaid dividends that are in arrears are paid in full in cash, and (B) with
respect to any other Event Leading to Voting Rights, until such event,
occurrence or failure ceases to exist or has been cured, as the case may be,
at which time the special right of the holders of the Series A Preferred
Stock and the Series A-1 Preferred Stock so to vote as a class for the
election of directors and the term of office of the directors elected by such
persons shall terminate upon resignation; provided, however, that such right
shall again be applicable with respect to any subsequent Event Leading to
Voting Rights.

          (ii) The right of the holders of Series A Preferred Stock and the
Series A-1 Preferred Stock to vote for the election of directors herein may
be exercised at any annual meeting of stockholders of the Corporation or at
any special meeting of stockholders of the Corporation called for such
purpose as hereinafter provided or at any adjournment thereof, or by the
written consent, delivered to the Secretary, of the holders of a majority of
all outstanding shares of Series A Preferred Stock and the Series A-1
Preferred Stock, acting together, as of the record date of such written
consent. The Secretary may call, and upon the written request of the holders
of record of at least twenty percent (20%) of the outstanding shares of
Series A Preferred Stock and the Series A-1 Preferred Stock addressed to the
Secretary at the principal executive offices of the Corporation shall call, a
special meeting of the holders of such shares for the election of such
directors as provided herein. Such meeting shall be held within thirty (30)
days after delivery of such request to the Secretary, at the place and upon
the notice required for

                                       13
<PAGE>

meetings of stockholders provided in the By-Laws or by law for the holding of
meetings of stockholders. No such special meeting or adjournment thereof
shall be held on a date less than thirty (30) days before an annual meeting
of stockholders of the Corporation or any special meeting in lieu thereof at
which the holders of the Series A Preferred Stock and the Series A-1
Preferred Stock are given the opportunity to elect directors. If at any such
annual or special meeting or any adjournment thereof the holders of a
majority of the then outstanding shares of Series A Preferred Stock and the
Series A-1 Preferred Stock entitled to vote in such election shall be present
or represented by proxy, or if such majority shall have acted by written
consent in lieu of a meeting with respect thereto, then the authorized number
of directors shall be increased and the holders of the Series A Preferred
Stock and the Series A-1 Preferred Stock shall be entitled to elect such
additional directors as provided herein. The absence of a quorum of the
holders of any other class or series of capital stock of the Corporation at
any such annual or special meeting shall not affect the exercise by the
holders of the Series A Preferred Stock and the Series A-1 Preferred Stock of
their right to elect directors as set forth herein. Subject to Section
5(b)(i) and Section 3(c), the directors so elected shall serve until the next
annual meeting of stockholders of the Corporation or until their successors
shall be elected and shall qualify. In case any of the directors elected by
the holders of the Series A Preferred Stock and the Series A-1 Preferred
Stock hereunder shall cease to serve as a director for any reason prior to
the expiration of his or her term, the holders of the Series A Preferred
Stock and the Series A-1 Preferred Stock then outstanding and entitled to
vote for such director may, by written consent as hereinabove provided, or at
a special meeting of such holders called as provided above, elect a successor
to hold office for the unexpired term of the director whose place shall be
vacant.

          (iii) The rights of the holders of Series A Preferred Stock and the
Series A-1 Preferred Stock to elect directors hereunder shall not be
adversely affected by the voting or other rights applicable to any other
security of the Corporation.

          Section 6. RESTRICTIVE COVENANTS. For so long as any shares of
Series A Preferred Stock or the Series A-1 Preferred Stock shall be
outstanding, and unless the consent or approval of a greater number of shares
shall then be required by law, without first obtaining the consent or
approval of the holders of at least 66-2/3% of the shares of Series A
Preferred Stock and the Series A-1 Preferred Stock then outstanding, voting
as a single class (except in the case of Section 6.6, where they shall vote
separately, or as otherwise set forth herein), given in person or by proxy at
a meeting at which the holders of such shares shall be entitled to vote
separately as a class, or by written consent:

                  6.1. LIMITATION ON JUNIOR PAYMENTS. (a) Subject to Section
         6.1(b), the Corporation shall not, directly or indirectly, (i) declare,
         pay, or set apart for payment on any Junior Stock, any dividend or make
         any distribution on or in respect of Junior Stock (including any
         payment in connection with any merger or consolidation involving the
         Corporation or any of its Subsidiaries), except dividends or
         distributions payable in shares (other than Disqualified Stock) of the
         classes or series upon which such dividends are declared or paid, or
         payable in shares of Common Stock with respect to Junior Stock other
         than Common Stock, together with cash in lieu of fractional shares, or
         (ii) purchase, redeem, retire or otherwise acquire for value any Junior
         Stock (any such dividend,

                                       14
<PAGE>

         distribution, purchase, redemption, or other acquisition being herein
         referred to as a "JUNIOR PAYMENT").

                  (b) The provisions of Section 6.1(a) shall not prohibit: (i)
         any purchase or redemption of Capital Stock of the Corporation made by
         exchange for, or out of the proceeds of the substantially concurrent
         sale of, Capital Stock of the Corporation (other than Disqualified
         Stock and other than Capital Stock issued or sold to a Subsidiary);
         (ii) the repurchase, redemption or other acquisition or retirement for
         value of Capital Stock of the Corporation pursuant to any management
         equity subscription, stockholder or stock option agreement; PROVIDED,
         HOWEVER, that (X) the aggregate price paid for all such repurchased,
         redeemed, acquired or retired Capital Stock shall not exceed $1.0
         million in any fiscal year and (Y) no Default or Event of Default (as
         defined in the Senior Secured Note Indenture) or Event of
         Non-Compliance or Event Leading to Voting Rights shall have occurred
         and be continuing immediately after such transaction; and (iii) any
         repurchase of Capital Stock from an SBIC Holder (as defined in the
         respective Purchase Agreements), in accordance with the terms of 6.2 of
         the respective Purchase Agreements or the Stock Purchase Agreement (as
         the case may be), arising out of a Regulatory Violation or a Regulatory
         Problem (as defined in the respective Purchase Agreements).

                  6.2. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
         SUBSIDIARIES. The Corporation shall not, and shall not permit any of
         its Subsidiaries to, directly or indirectly, create or otherwise cause
         or suffer to exist or become effective any encumbrance or restriction
         on the ability of any Subsidiary to (i)(a) pay dividends or make any
         other distributions to the Corporation or any of its Subsidiaries (1)
         on its Capital Stock or (2) with respect to any other interest or
         participation in, or measured by, its profits, or (b) pay any
         Indebtedness owed to the Corporation or any of its Subsidiaries, (ii)
         make loans or advances to the Corporation or any of its Subsidiaries,
         (iii) transfer any of its properties or assets to the Corporation or
         any of its Subsidiaries, except for such encumbrances or restrictions
         existing under or by reason of (A) Existing Indebtedness, (B)
         Indebtedness of Berry or Berry's Subsidiaries permitted to be incurred
         under the Senior Secured Note Indenture, (C) the Senior Secured Note
         Indenture and the Senior Secured Notes, (D) applicable law, (E) any
         instrument governing Indebtedness or Capital Stock of a Person acquired
         by the Corporation or any of its Subsidiaries as in effect at the time
         of such acquisition (except to the extent such Indebtedness was
         incurred in connection with or in contemplation of such acquisition),
         which encumbrance or restriction is not applicable to any Person, or
         the properties or assets of any Person, other than the Person, or the
         Property or assets of the Person, so acquired, (F) by reason of
         customary non-assignment provisions in leases entered into in the
         ordinary course of business and consistent with past practices, or (G)
         purchase money obligations for property acquired in the ordinary course
         of business that impose restrictions of the nature described in clause
         (iii) above on the property so acquired.

                  6.3. AMENDMENT OF FINANCING DOCUMENTS. The Corporation will
         not amend or supplement the Senior Secured Notes or the Senior Secured
         Note Indenture, as in effect on the Closing Date for the Series A
         Preferred Stock (or enter into any

                                       15
<PAGE>

         refinancing or replacement thereof, or any new financing agreement)
         if (a) the restrictive covenants of such amended or supplemented or
         new financing agreement would impair the ability of the Corporation to
         perform its obligations set forth herein or in the respective Purchase
         Agreements, or (b) the provisions of such amended or supplemented or
         new financing agreement with respect to the payment of dividends on, or
         the redemption of, Preferred Stock, are more onerous or restrictive to
         the Corporation than the corresponding provisions set forth in the
         Senior Secured Note Indenture as in effect on the Closing Date for the
         Series A Preferred Stock.

                  6.4. LIMITATION ON ISSUANCE OF SUBSIDIARY SECURITIES. The
         Corporation will cause its Subsidiaries not to issue any Capital Stock
         (other than to the Corporation or any wholly-owned subsidiary of the
         Corporation), unless the proceeds of such issuance are used to redeem
         all (but not less than all) of the then outstanding shares of Series A
         Preferred Stock and the Series A-1 Preferred Stock on the terms and
         conditions set forth herein.

                  6.5. SENIOR STOCK; ADDITIONAL SERIES A-1 PREFERRED STOCK. The
         Corporation shall not (i) authorize, create or issue any class or
         series, or any shares of any class or series, of Senior Stock, unless
         the proceeds from such issuance are used to redeem or repurchase all
         (but not less than all) of the then outstanding shares of Series A
         Preferred Stock and the Series A-1 Preferred Stock pursuant to the
         terms and conditions set forth herein and in the respective Purchase
         Agreements; (ii) reclassify any shares of capital stock of the
         Corporation into shares of Senior Stock; or (iii) authorize or issue
         any security exchangeable for, convertible into, or evidencing the
         right to purchase any shares of Senior Stock. The Corporation shall not
         issue any additional shares of Series A-1 Preferred Stock at any time
         after the 180th day after the Closing Date for the Series A-1 Preferred
         Stock; PROVIDED, HOWEVER, that, for a period of 180 days following the
         Series A-1 Preferred Stock Issue Date, the Corporation may issue any
         and all shares of Series A-1 Preferred Stock that are authorized as of
         such Issue Date, but not outstanding as of the day immediately
         following such Issue Date, at a price per share not less than the
         Liquidation Preference for each share of Series A-1 Preferred Stock and
         otherwise on terms no more favorable to the purchasers than the terms
         of the Purchase Agreement in respect of the Series A-1 Preferred Stock.

                  6.6. CERTIFICATE OF INCORPORATION; BY-LAWS. The Corporation
         shall not amend, alter or repeal the Certificate of Incorporation or
         By-Laws to alter or change the preferences, rights or powers of the
         Series A Preferred Stock or the Series A-1 Preferred Stock so as to
         affect the holders of the Series A Preferred Stock or the Series A-1
         Preferred Stock adversely, to otherwise impair the rights of the
         holders of Series A Preferred Stock or the Series A-1 Preferred Stock,
         or to increase the authorized number of shares of Series A Preferred
         Stock or the Series A-1 Preferred Stock.

                  6.7. LIQUIDATION. The Corporation shall not effect the
         voluntary liquidation, dissolution or winding up of the Corporation.

                                       16
<PAGE>

                  6.8 MERGER AND CONSOLIDATION. The Corporation, shall not
         consolidate with or merge with or into, or convey, transfer, lease or
         sell all or substantially all its assets to, any Person, unless:

                  (a) All outstanding shares of Series A Preferred Stock and
         Series A-1 Preferred Stock are purchased as a part of such transaction
         at a per share price of not less than the Liquidation Preference of
         each such share plus all accrued and unpaid dividends thereon through
         the date of such purchase; or

                  (b) (i) the Corporation is the surviving corporation or, if
         the surviving corporation is not the Corporation, the resulting,
         surviving or transferee Person (the "SUCCESSOR CORPORATION") shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia and (x) the
         Successor Corporation (if not the Corporation) shall expressly assume,
         by an amendment to the respective Purchase Agreements in form and
         substance satisfactory to the holders of at least 66-2/3% of all
         outstanding shares of Series A Preferred Stock and 66-2/3% of all
         outstanding shares of Series A-1 Preferred Stock as of the date of such
         assumption, all the obligations of the Corporation thereunder, and (y)
         the Series A Preferred Stock and the Series A-1 Preferred Stock shall
         be converted or exchanged for and shall become shares of such Successor
         Corporation, having in respect of such Successor Corporation the same
         powers, preferences and relative participating, optional or other
         special rights, and the qualifications, limitations or restrictions
         thereto, that the Series A Preferred Stock and the Series A-1 Preferred
         Stock, respectively, had immediately prior to such transaction;

                           (ii) immediately after giving effect to such
                  transaction, no Default or Event of Default (as defined in the
                  Senior Secured Note Indenture) exists and no Event of
                  Non-Compliance or Event Leading to Voting Rights shall have
                  occurred and be continuing;

                           (iii) the Corporation or Successor Corporation, as
                  the case may be, will (x) at the time of the transaction and
                  after giving pro forma effect thereto as if such transaction
                  had occurred at the beginning of the applicable four-quarter
                  period be permitted to incur at least $1.00 of additional
                  Indebtedness pursuant to the "Fixed Charge Coverage Ratio"
                  test set forth in Section 4.09 of the Senior Secured Note
                  Indenture and (y) have a Consolidated Net Worth immediately
                  after the transaction equal to or greater than the
                  Consolidated Net Worth of the Corporation immediately
                  preceding the transaction; and

                           (iv) the Corporation shall have delivered to the
                  holders of the Series A Preferred Stock and the Series A-1
                  Preferred Stock an Officers' Certificate stating that such
                  consolidation, merger, transfer or lease comply with this
                  Section 6.8.

         The Successor Corporation shall succeed to, and be substituted for, and
         may exercise every right and power of, the Corporation to the extent
         set forth in the Purchase Agreements, but in the case of a lease of all
         or substantially all its assets, the Corporation

                                       17
<PAGE>

         shall not be released from its obligations with respect to the
         Series A Preferred Stock or the Series A-1 Preferred Stock.
         Notwithstanding clauses (ii) and (iii), (1) any Subsidiary of the
         Corporation may consolidate with, merge into or transfer all or part
         of its properties and assets to the Corporation and (2) the Corporation
         may merge with an Affiliate incorporated solely for the purpose of
         reincorporating the Corporation in another jurisdiction to realize tax
         or other benefits.

                  6.9 CHANGE OF CONTROL. The Corporation will not undergo a
         Change of Control (as defined in SECTION 7A(i)) unless prior to or
         contemporaneously with such Change of Control (i) the holders of any
         Indebtedness, the provisions of any agreement or instrument governing
         which would prohibit the Corporation from redeeming or making an offer
         to redeem shares of Series A Preferred Stock or Series A-1 Preferred
         Stock pursuant to SECTION 7A, shall have consented to the consummation
         of such redemption or offer to redeem shares of Series A Preferred
         Stock or Series A-1 Preferred Stock or (ii) the Corporation shall have
         redeemed all such Indebtedness outstanding or refinanced all such
         Indebtedness outstanding with the proceeds of other Indebtedness or
         equity securities that permit the consummation of the redemption or
         offer for redemption of the Series A Preferred Stock and the Series A-1
         Preferred Stock pursuant to SECTION 7A.

                  Section 6A. OTHER COVENANTS.

                  6A.1. NOTIFICATION OF CERTAIN EVENTS. The Corporation shall
         mail to each holder of record of the Series A Preferred Stock and the
         Series A-1 Preferred Stock, within 30 days after the occurrence
         thereof, written notice in the form of an Officers' Certificate of (i)
         the occurrence of any Event of Non-Compliance and (ii) any failure by
         the Corporation to observe any covenant specified herein or in Section
         6.2 of the respective Purchase Agreements.

                  6A.2. DISTRIBUTIONS ON JUNIOR STOCK. Except as otherwise
         provided for in Section 6.1(b), for so long as the Common Stock of the
         Corporation is not registered pursuant to Section 12 or 15 of the
         Securities Exchange Act of 1934, as amended, any dividends,
         distributions or other payments made on or in respect of Junior Stock
         shall be held by holders of Junior Stock in trust for the benefit of
         the holders of Series A Preferred Stock and the Series A-1 Preferred
         Stock and shall be remitted to the holders of Series A Preferred Stock
         and the Series A-1 Preferred Stock, on a pro-rata basis, until each
         holder of Series A Preferred Stock and the Series A-1 Preferred Stock
         has received an amount equal to the per share Liquidation Preference
         plus all accrued and unpaid dividends.

                  6A.3. BOARD OBSERVERS; MEETINGS. (a) For so long as CVCA or
         its Affiliates or Northwestern or its Affiliates each hold in the
         aggregate at least 20% of the then outstanding shares of Series A
         Preferred Stock or Series A-1 Preferred Stock, and in addition to any
         rights CVCA may have as a purchaser of Common Stock under the
         Stockholders Agreement, the Stock Purchase Agreement or otherwise, the
         Corporation shall afford each of CVCA and Northwestern the opportunity
         to have one (1) representative each (each referred to as an "OBSERVER")
         attend (at the Corporation's cost and expense) as an observer at (but
         not participate in or vote at) each meeting of the

                                       18
<PAGE>

         Board of Directors. In addition, upon the occurrence of an Event of
         Non-Compliance, CVCA and Northwestern shall each be afforded the
         opportunity to appoint a second Observer to attend (at the
         Corporation's sole cost and expense) as an observer at (but not
         participate in or vote at) each meeting of the Board of Directors.
         The Corporation shall give each Observer notice of all such meetings
         at the same time and in the same manner as notice is given to members
         of the Board of Directors. Each Observer shall be entitled to receive
         all written materials and other information given to the directors of
         the Corporation in connection with such meetings at the same time and
         in the same manner and form such materials and information are given
         to the directors, and copies of all minutes and all resolutions adopted
         by the Board of Directors (whether at meetings, by written consent or
         otherwise) promptly after such adoption and (if applicable) approval
         thereof (it being understood that such copies shall be certified by
         the Secretary of the Corporation).

                  (b) For so long as any shares of Series A Preferred Stock or
         Series A-1 Preferred Stock shall be outstanding, regular meetings of
         the Board of Directors shall be held at least three (3) times during
         the fiscal year of the Corporation.

                  Section 7. REDEMPTION. (a) Other than as set forth in
clause (b) or Section 7A below, the Corporation shall have no right to redeem
any shares of (x) Series A Preferred Stock prior to June 15, 1999, or (y)
Series A-1 Preferred Stock prior to June 15, 2002. On and after the relevant
date, to the extent that the Corporation shall have funds legally available
therefor, the Corporation shall have the right, at its sole option and
election, to redeem, at any time or from time to time, in whole or in part,
the outstanding shares of Series A Preferred Stock or Series A-1 Preferred
Stock by paying therefor in cash an amount per share equal to the sum of (i)
the product of (A) the Specified Amount of such share, times (B) the
applicable Redemption Percentage, and (ii) the amount of all accrued and
unpaid dividends thereon to the Redemption Date (excluding any Accumulated
Dividends, but including an amount equal to a prorated dividend from the
immediately preceding Dividend Payment Date to the Redemption Date). No share
of Series A-1 Preferred Stock may be redeemed under this paragraph (a) while
any share of Series A Preferred Stock remains outstanding. The Corporation
shall redeem all outstanding shares of Series A Preferred Stock and Series
A-1 Preferred Stock on June 30, 2008 at the foregoing price.

                  (b) In the event that the Corporation shall effect a
registered initial public offering of the Common Stock under the Securities
Act of 1933, as amended, the Corporation shall have the right to redeem, at
its sole option and election (subject to the legal availability of funds
therefor), all (but not less than all) of the outstanding shares of Series A
Preferred Stock and Series A-1 Preferred Stock for an amount per share
(payable solely in cash out of the proceeds of such offering) equal to the
sum of (i) product of (A) the Specified Amount of such share, times (B) the
lesser of the applicable Redemption Percentage or 107% and (ii) the amount of
all accrued and unpaid dividends thereon to the Redemption Date (excluding
any Accumulated Dividends, but including an amount equal to a prorated
dividend from the immediately preceding Dividend Payment Date to the
Redemption Date); provided that such redemption occurs within 45 days of the
date of the closing of such public offering.

                                       19
<PAGE>

                  (c) Notice of any redemption of shares of Series A
Preferred Stock or Series A-1 Preferred Stock pursuant to paragraph (a) or
(b) of this SECTION 7 shall be mailed not less than ten (10) Business Days
nor more than sixty (60) days prior to the Redemption Date to each holder of
shares of Series A Preferred Stock and Series A-1 Preferred Stock to be
redeemed, at such holder's address as it appears on the transfer books of the
Corporation. Each such notice shall state: (A) the Redemption Date, (B) the
place or places where the redemption price will be paid (if other than the
principal executive offices of the Corporation), (C) if less than all the
shares held by any holder are to be redeemed pursuant to paragraph (a), the
number of shares to be redeemed from such holder and (D) that dividends on
the shares of Series A Preferred Stock and Series A-1 Preferred Stock to be
redeemed will cease to accrue on the Redemption Date. In order to facilitate
the redemption of shares of Series A Preferred Stock or Series A-1 Preferred
Stock, the Board of Directors may fix a record date for the determination of
shares of Series A Preferred Stock and Series A-1 Preferred Stock to be
redeemed, not more than sixty (60) days nor less than thirty (30) days prior
to the applicable Redemption Date. In the case of the redemption of less than
all the outstanding shares of Series A Preferred Stock or Series A-1
Preferred Stock pursuant to paragraph (a), (I) the shares of such respective
series to be redeemed shall be selected PRO RATA, and there shall be redeemed
from each holder, as nearly as practicable to the nearest whole share, that
proportion of all the shares of such respective series to be redeemed which
the number of shares held of record by such holder bears to the total number
of shares of Series A Preferred Stock or Series A-1 Preferred Stock, as
applicable, at the time outstanding; PROVIDED, HOWEVER, that if any holder of
Series A Preferred Stock or Series A-1 Preferred Stock holds of record (or
following such redemption would hold of record) less than 100 shares in the
aggregate, then the Corporation may elect to redeem all such shares held of
record by such holder and there shall be redeemed from each other holder, as
nearly as practicable to the nearest whole share, that proportion of all
other shares to be redeemed which the number of shares held of record by such
holder bears to the total number of other shares of Series A Preferred Stock
or Series A-1 Preferred Stock at the time outstanding, and (II) if fewer than
all shares represented by any certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares without cost to the holder
thereof.

                  (d) Notice having been mailed as specified in Section 7(c),
and provided that on or before the Redemption Date, specified in such notice
all funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust for the pro
rata benefit of the holders of the shares so called for redemption, so as to
be and to continue to be available therefor, then, from and after the
Redemption Date, dividends on the shares of Series A Preferred Stock or
Series A-1 Preferred Stock called for redemption shall cease to accrue and
said shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof set forth herein and otherwise as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price in accordance with this Section 7) shall cease.

                  Section 7A. CHANGE IN CONTROL. (a) The Corporation will,
within two Business Days after any officer has knowledge of the occurrence of
any Change in Control, give written notice of such Change in Control to each
holder of shares of Series A Preferred Stock and Series A-1 Preferred Stock
unless notice in respect of such Change in Control shall have been given
pursuant to paragraph (b) of this Section 7A (a Change of Control that is
consummated or

                                       20
<PAGE>

finalized without the Corporation's involvement being defined as an
"INVOLUNTARY CHANGE OF CONTROL"). Upon a Change in Control, subject to
paragraph (h) of this Section 7A but without limiting the effect of Section
6.9, the Corporation shall, at its option, either redeem the Series A
Preferred Stock and the Series A-1 Preferred Stock or make an offer to redeem
the Series A Preferred Stock and the Series A-1 Preferred Stock, and such
notice shall either constitute a notice of redemption of, or shall contain
and constitute an offer to redeem, shares as described in paragraph (c) of
this Section 7A, and shall be accompanied by the certificate described in
paragraph (g) of this Section 7A.

                  (b) The Corporation will not take any action that
consummates or finalizes a Change in Control unless (i) the requirements of
Section 7A(h) have been satisfied, (ii) at least 30 days prior to such action
it shall have given to each holder of shares of Series A Preferred Stock and
Series A-1 Preferred Stock written notice either of redemption of, or
containing and constituting an offer to redeem, shares as described in
paragraph (c) of this Section 7A, accompanied by the certificate described in
paragraph (g) of this Section 7A, and (iii) contemporaneously with such
action, it redeems all shares required to be redeemed in accordance with this
Section 7A.

                  (c) The redemption and the offer to redeem shares
contemplated by paragraphs (a) and (b) of this Section 7A shall be a
redemption of or an offer to redeem, in accordance with and subject to this
Section 7A, of all, but not less than all, the shares held by each holder (in
this case only, "holder" in respect of any shares registered in the name of a
nominee for a disclosed beneficial owner shall mean beneficial owner) on a
date specified in such offer (the "PROPOSED REDEMPTION DATE"). If such
Proposed Redemption Date is in connection with an Involuntary Change of
Control, such date shall not be less than 15 days and not more than 30 days
after the date of such offer (if the Proposed Redemption Date shall not be
specified in such notice of redemption or such offer, the Proposed Redemption
Date shall be the tenth day after the date of such notice or offer).

                  (d) A holder of shares may accept the offer to redeem made
pursuant to this Section 7A by causing a notice of such acceptance to be
delivered to the Corporation at least five days prior to the Proposed
Redemption Date. A failure by a holder of shares to respond to an offer to
redeem made pursuant to this Section 7A shall be deemed to constitute an
acceptance of such offer by such holder.

                  (e) Redemption of the shares to be redeemed pursuant to
this Section 7A shall be at 101% of the Specified Amount of such shares,
together with all accrued and unpaid dividends on such shares accrued to the
date of redemption (excluding any Accumulated Dividends, but including an
amount equal to a prorated dividend from the immediately preceding Dividend
Payment Date to such date of redemption) (the "CHANGE OF CONTROL REDEMPTION
AMOUNT"). The redemption shall be made on the Proposed Redemption Date except
as provided in paragraph (f) of this Section 7A.

                  (f) The obligation of the Corporation to redeem shares
pursuant to the notice of redemption or the offers required by paragraph (b)
and accepted in accordance with subparagraph (d) of this Section 7A is
subject to the occurrence of the Change in Control in

                                       21
<PAGE>

respect of which such redemptions, offers and acceptances shall have been
made. In the event that such Change in Control does not occur on the Proposed
Redemption Date in respect thereof, the redemption shall be deferred until
and shall be made on the date on which such Change in Control occurs. The
Corporation shall keep each holder of shares reasonably and timely informed
of (i) any such deferral of the date of redemption, (ii) the date on which
such Change in Control and the redemption are expected to occur, and (iii)
any determination by the Corporation that efforts to effect such Change in
Control have ceased or been abandoned (in which case the notice of redemption
or the offers and acceptances made pursuant to this Section 7A in respect of
such Change in Control shall be deemed rescinded).

                  (g) Each notice of redemption and offer to redeem shares
pursuant to this Section 7A shall be accompanied by a certificate, executed
by a senior financial officer of the Corporation and dated the date of such
offer, specifying: (i) the Proposed Redemption Date; (ii) that such offer is
made pursuant to this Section 7A; (iii) the Change of Control Redemption
Amount of each share offered to be redeemed; (iv) the amount of the premium
specified in paragraph (e) due in connection with such redemption, setting
forth the details of such computation; (v) the dividends that would be due on
each share offered to be redeemed, accrued to the Proposed Redemption Date;
(vi) that the conditions of this Section 7A have been fulfilled; and (vii) in
reasonable detail, the nature and date or proposed date of the Change in
Control.

                  (h) If the provisions of any agreement or instrument
governing any Indebtedness of the Corporation would prohibit the Corporation
from redeeming shares of Series A Preferred Stock or Series A-1 Preferred
Stock upon a Change of Control, from making an offer to redeem upon a Change
of Control or paying the Change of Control Redemption Amount (including,
without limitation, any limitations on dividends or distributions), then,
prior to or at the time of such redemption, the Corporation shall, to the
extent required to permit the redemption of, or the making of the offer to
redeem, the Series A Preferred Stock and the Series A-1 Preferred Stock
pursuant to this Section 7A, (i) obtain the consent of the requisite holders
of such Indebtedness to permit the consummation of such redemption or (ii)
redeem all such Indebtedness outstanding or refinance all such Indebtedness
outstanding with the proceeds of other Indebtedness or equity securities that
permit the consummation of the redemption of the Series A Preferred Stock and
the Series A-1 Preferred Stock upon a Change of Control. Anything contained
in this Restated Certificate to the contrary notwithstanding (including,
without limitation, paragraph (a) of the definition of "Event of
Noncompliance"), but without limiting the effect of Section 6.9, the
Corporation shall not be obligated to consummate any such redemption until
the consent in clause (i) above is obtained or the redemption or refinancing
of such Indebtedness under clause (ii) above is consummated, whichever is
earlier.

                  (i) "CHANGE IN CONTROL" means the occurrence of any of the
following: (A) the sale, lease or transfer, in one or a series of a related
transactions, of all or substantially all of Berry's or the Corporation's
assets to any person or group (as such term is used in Section 13(d)(3) of
the Exchange Act) (other than Roberto Buaron or his Related Parties), (B) the
adoption of a plan relating to the liquidation or dissolution of Berry or the
Corporation, (C) the acquisition by any person or group (as such term is used
in Section 13(d)(3) of the Exchange Act) (other than by Roberto Buaron or his
Related Parties) of a direct or indirect interest in more than 35% of the
voting power of the voting stock of the Corporation by way of purchase,
merger

                                       22
<PAGE>

or consolidation or otherwise if (I) such person or group (as defined above)
(other than Roberto Buaron or his Related Parties) owns, directly or
indirectly, more of the voting power of the voting stock of the Corporation
than Roberto Buaron and his Related Parties and (II) such acquisition occurs
prior to an initial public offering of the Corporation, (D) the acquisition
by any person or group (as such term is used in Section 13(d)(3) of the
Exchange Act) (other than by Roberto Buaron or his Related Parties) of a
direct or indirect interest in more than 50% of the voting power of the
voting stock of the Corporation by way of purchase, merger or consolidation
or otherwise if such acquisition occurs subsequent to an initial public
offering of the Corporation or (E) the first day on which a majority of the
members of the current Board of Directors of the Corporation are not
Continuing Directors on the Board of Directors of the Corporation.

                  (j) "CONTINUING DIRECTORS" means, as of any date of
determination, any member of the Board of Directors of the Corporation who
(A) was a member of such Board of Directors on the date of this Restated
Certificate; or (B) was nominated for election or reelected to such Board of
Directors with the affirmative vote of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination or
election.

                  (k) "RELATED PARTIES" means, with respect to Roberto
Buaron, (A) any spouse, sibling or descendent of Roberto Buaron, whether or
not such relationship arises from birth, adoption or marriage or despite such
relationship being dissolved by divorce; or (B) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners,
owners or persons beneficially holding a controlling interest of which
consist of Roberto Buaron and/or such other persons referred to in the
immediately preceding clause (A).

                  Section 8. EXCHANGE. (a) The shares of Series A Preferred
Stock are exchangeable, in whole but not in part, at the option of the
Corporation, on any Dividend Payment Date (the "EXCHANGE DATE"), for that
principal amount of Exchange Notes equal to the Liquidation Preference of the
shares of Series A Preferred Stock to be exchanged, PROVIDED, that on or
prior to the Exchange Date the Corporation shall have paid in cash to the
holders of outstanding shares of Series A Preferred Stock all accrued and
unpaid dividends on such Series A Preferred Stock to the Exchange Date, and
PROVIDED, FURTHER, that so long as any shares of Series A Preferred Stock are
held by CVCA or its Affiliates, no shares of Series A Preferred Stock may be
exchanged.

                  (b) The Corporation will mail to each holder of record of
the shares of Series A Preferred Stock written notice of its intention to
make the Exchange not less than ten (10) nor more than sixty (60) days prior
to the Exchange Date. Each such notice shall state: (i) the Exchange Date,
(ii) the place or places where certificates for such shares of Series A
Preferred Stock are to be surrendered for exchange into Exchange Notes (if
other than the principal executive offices of the Corporation) and (iii) that
dividends on the shares of Series A Preferred Stock to be exchanged will
cease to accrue on such Exchange Date. On the Exchange Date, the Corporation
will (x) cause the Exchange Notes to be executed, and, if necessary,
authenticated, and will cause the Exchange Indenture to be executed, by all
applicable parties and (y) deliver to each holder of Series A Preferred Stock
one or more duly executed Exchange Notes (as designated by such holder) in an
aggregate principal amount calculated in accordance with

                                       23
<PAGE>

Section 8(a). The Corporation will pay interest on the Exchange Notes at the
rate and on the dates set forth in the Exchange Notes.

                  (c) If notice has been mailed as specified in Section 8(b),
and provided that the Corporation shall issue the Exchange Notes in
compliance herewith and the terms and conditions of the Exchange Indenture,
from and after the Exchange Date dividends on the Series A Preferred Stock
shall cease to accrue and the Series A Preferred Stock shall no longer be
deemed to be outstanding, and all rights of the holders thereof set forth
herein and otherwise as shareholders of the Corporation (except any rights
specified herein in respect of the Exchange Notes) shall cease. Upon
surrender in accordance with said notice of the certificates for any shares
of Series A Preferred Stock so exchanged, such shares shall be exchanged by
the Corporation for the Exchange Notes as aforesaid.

                  (d) The Corporation will pay any and all taxes that may be
payable in respect of the issuance and delivery of the Exchange Notes as
provided in this Section 8 and in the Exchange Indenture (excluding any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of Exchange Notes in a name other than that in which the shares of
the Series A Preferred Stock so exchanged were registered).

                  Section 9. REACQUIRED SHARES. Any shares of Series A
Preferred Stock and the Series A-1 Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation in any manner whatsoever (including
pursuant to the Exchange in accordance with Section 8) shall be retired and
canceled promptly after the acquisition thereof, and, if necessary to provide
for the lawful redemption or purchase of such shares, the capital represented
by such shares shall be reduced in accordance with the DGCL. All such shares
shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of another series of Preferred
Stock (subject to any applicable limitations set forth herein).

                              Part C. COMMON STOCK

         Except as otherwise provided in this Part C or as otherwise required
by applicable law, all shares of Class A Common, Class B Common and Class C
Common shall be identical in all respects and shall entitle the holders
thereof to the same rights and privileges, subject to the same
qualifications, limitations and restrictions.

                  Section 1.  VOTING RIGHTS.

                  (a) Until a Conversion Event or a Mandatory Conversion Event,
         except as otherwise required by applicable law, (i) all holders of
         Class A Voting Common and Class B Voting Common (collectively, the
         "Voting Common") shall be entitled to one vote per share on all matters
         to be voted on by the Corporation's stockholders, and the holders of
         Class A Voting Common and Class B Voting Common shall vote together as
         a single class and (ii) Class A Non-Voting Common, Class B Non-Voting
         Common and Class C Common shall not be entitled to vote on any matter
         to be voted on by the Corporation's stockholders and shall not be
         included in determining the number of shares voting or entitled to vote
         on such matters.

                                       24
<PAGE>

                  (b) Upon the occurrence of a Conversion Event, except as
         otherwise required by applicable law, all shares of Class A Common,
         Class B Common and Class C Common shall be entitled to one vote per
         share on all matters to be voted on by the Corporation's stockholders,
         and the holders of Class A Common, Class B Common and Class C Common
         shall vote together as a single class.

                  (c) Notwithstanding the above, and until the occurrence of a
         Mandatory Conversion Event, no amendment or waiver of any provision of
         this Part C of this Article Fourth shall be effective without the
         affirmative vote or prior written consent of holders of a majority of
         the then outstanding shares of Class A Common, voting or consenting as
         a separate class.

                  (d) The Corporation shall not merge with or into, or
         consolidate with any other Person if, under the terms pursuant to which
         such merger or consolidation is to be effected, (i) the consideration
         to be received by holders of one or more classes of Common Stock in
         such merger or consolidation is less than the holders of such class or
         classes would receive if the aggregate consideration to be received by
         all holders of Common Stock were, as of the effectiveness of such
         merger or consolidation, distributed by the Corporation to the holders
         of Common Stock pursuant to the terms of this Article Fourth, unless
         the Corporation shall have obtained the affirmative vote or prior
         written consent of the holders of a majority of the then outstanding
         shares of each such class of Common Stock, voting or consenting as a
         separate class or (ii) any provision of this Part C of this Article
         Fourth would be amended or waived, unless the Corporation shall have
         obtained the affirmative vote or prior written consent of the holders
         of a majority of the then outstanding shares of Class A Common, Class B
         Common and Class C Common, each voting or consenting as a separate
         class.

                  Section 2. DISTRIBUTIONS. Until the earlier of the
occurrence of a Mandatory Conversion Event or the Preference Termination
Time, distributions to the holders of Common Stock shall be made in the
following priority:

                  (a) All Distributions shall be paid to the holders of Class A
         Common (ratably among such holders based upon the number of shares of
         Class A Common held by each such holder as of the time of such
         Distribution), as a separate class and to the exclusion of holders of
         all other Common Stock, until, as a result of such Distributions and
         all prior Distributions pursuant to this paragraph 2(a), the Class A
         Preferred Per Share Distribution Amount shall have been distributed to
         the holders of all outstanding shares Class A Common as of the time of
         such Distribution, and no Distribution or any portion thereof shall be
         made under paragraph 2(b), 2(c) or 2(d) below until, as a result of all
         Distributions pursuant to this paragraph 2(a), the entire Class A
         Preferred Per Share Distribution Amount on the outstanding shares of
         Class A Common as of the time of such Distribution shall have been paid
         in full.

                  (b) After the Class A Preferred Per Share Distribution Amount
         has been distributed pursuant to paragraph 2(a) above, all
         Distributions shall be paid to the holders of Class B Common (ratably
         among such holders based upon the number of shares of

                                       25
<PAGE>

         Class B Common held by each such holder as of the time of such
         Distribution), as a separate class and to the exclusion of holders of
         all other Common Stock, until, as a result of such Distributions and
         all prior Distributions pursuant to this paragraph 2(b), the Class B
         Preferred Per Share Distribution Amount shall have been distributed to
         the holders of all outstanding shares Class B Common as of the time of
         such Distribution, and no Distribution or any portion thereof shall be
         made under paragraph 2(c) or 2(d) below until, as a result of all
         Distributions pursuant to this paragraph 2(b), the entire Class B
         Preferred Per Share Distribution Amount on the outstanding shares of
         Class B Common as of the time of such Distribution shall have been paid
         in full.

                  (c) After the required amount of Distributions has been
         distributed pursuant to paragraphs 2(a) and 2(b) above, all
         Distributions shall be paid to the holders of Class C Common (ratably
         among such holders based upon the number of shares of Class C Common
         held by each such holder as of the time of such Distribution).

                  (d) After the occurrence of a Mandatory Conversion Event or
         the Preference Termination Time, all Distributions shall be paid to the
         holders of Class A Common, Class B Common and Class C Common, as a
         group ratably among such holders based upon the number of shares of
         Common Stock held by each such holder as of the time of such
         Distribution.

                  Section 3. STOCK SPLITS AND STOCK DIVIDENDS. The
Corporation shall not in any manner subdivide (by stock split, stock dividend
or otherwise) or combine (by stock split, stock dividend or otherwise) the
outstanding Common Stock of one class unless the outstanding Common Stock of
all the other classes shall be proportionately subdivided or combined. All
such subdivisions and combinations shall be payable only in Class A Common to
the holders of Class A Common, in Class B Common to the holders of Class B
Common and in Class C Common to the holders of Class C Common or, upon the
occurrence of a Mandatory Conversion Event, in Common Stock to the holders of
Common Stock. In no event shall a stock split or stock dividend constitute a
return of the Class A Preferred Distribution Amount or the Class B Preferred
Distribution Amount.

                  Section 4. REGISTRATION OF TRANSFER. The Corporation shall
keep at its principal office (or such other place as the Corporation
reasonably designates) a register for the registration of shares of Common
Stock. Upon the surrender of any certificate representing shares of any class
of Common Stock at such place, the Corporation shall, at the request of the
registered holder of such certificate, execute and deliver a new certificate
or certificates in exchange therefor representing in the aggregate the number
of shares of such class represented by the surrendered certificate, and the
Corporation forthwith shall cancel such surrendered certificate. Each such
new certificate shall be registered in such name and will represent such
number of shares of such class as is requested by the holder of the
surrendered certificate and shall be substantially identical in form to the
surrendered certificate. The issuance of new certificates shall be made
without charge to the holders of the surrendered certificates for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such issuance.

                                       26
<PAGE>

                  Section 5. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will
be satisfactory) of the ownership and the loss, theft, destruction or
mutilation of any certificate evidencing one or more shares of any class of
Common Stock, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided
that if the holder is a financial institution or other institutional investor
its own agreement will be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Corporation shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the number of shares of such class represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate.

                  Section 6. NOTICES. All notices referred to herein shall be
in writing, shall be delivered personally or by first class mail, postage
prepaid, and shall be deemed to have been given when so delivered or mailed
to the Corporation at its principal executive offices and to any stockholder
at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the
Corporation by such holder).

                  Section 7. MANDATORY CONVERSION EVENT. Upon the occurrence
of a Mandatory Conversion Event, all shares of Common Stock then outstanding
shall, by virtue of, and simultaneously with, the occurrence of the Mandatory
Conversion Event, and without any action on the part of the holders thereof,
be deemed automatically converted into that number of fully paid and
non-assessable shares of a single class of Common Stock, each of which shares
shall be entitled to one vote per share on all matters to be voted on by the
Corporation's stockholders. After the occurrence of a Mandatory Conversion
Event, all Distributions shall be paid to the holders of Common Stock ratably
among such holders based upon the number of shares of Common Stock held by
each such holder as of the time of such Distribution.

                  Section 8.        DEFINITIONS.

                  "CLASS A PREFERRED PER SHARE DISTRIBUTION AMOUNT" means
$100 per share of Class A Common. The Class A Preferred Per Share
Distribution Amount shall be adjusted equitably in the event of a subdivision
(by stock split, stock dividend or otherwise) or combination (by stock split,
stock dividend or otherwise) of the outstanding Common Stock.

                  "CLASS B PREFERRED DISTRIBUTION AMOUNT" means $100 per
share of Class B Common. The Class B Preferred Per Share Distribution Amount
shall be adjusted equitably in the event of a subdivision (by stock split,
stock dividend or otherwise) or combination (by stock split, stock dividend
or otherwise) of the outstanding Common Stock.

                  "CONVERSION EVENT" means any of the following: (i) the
death, disability or incapacity of Roberto Buaron, (ii) Roberto Buaron's
failure to control, directly or indirectly, Atlantic Equity Partners
International II, L.P. ("International") or (iii) (A) the percentage
determined by dividing (1) the sum of (x) the aggregate number of shares of
Common Stock held, beneficially and of record with full power to vote,
directly or indirectly, by International and its Related Persons of the type
described in CLAUSE (i)(x) of the definition thereof which are Holders (as
defined in the Stockholders Agreement) and (y) all other shares of Common
Stock

                                       27
<PAGE>

which Roberto Buaron has the power to vote, directly or indirectly, by way of
voting agreement, proxy or otherwise for the election of directors to the
Board of Directors BY (2) the number of shares of Common Stock then
outstanding on a fully diluted basis (determined as though there were only a
single class of Common Stock) shall at any time be LESS THAN (B) two-thirds
of the percentage determined by dividing (1) the number of shares of Common
Stock so held by International immediately following the Closing Date (as
defined in the Stock Purchase Agreement) BY (2) the number of shares of
Common Stock outstanding on a fully diluted basis (determined as though there
were only a single class of Common Stock) immediately following the Closing
Date.

                  "DISTRIBUTION" means each distribution made by the
Corporation to holders of any Common Stock of the Corporation, whether in
cash, property, or securities of the Corporation and whether by dividend,
liquidating distribution, redemption, repurchase or otherwise; provided that
none of the following shall be a Distribution: (i) any recapitalization or
exchange of any shares of Common Stock, (ii) any subdivision (by stock split,
stock dividend or otherwise) or any combination (by stock split, stock
dividend or otherwise) of any outstanding shares of Common Stock, (iii) any
distribution paid as a result of the repurchase of any capital stock held by
an employee in connection with such employee's employment by the Corporation
or any of its Subsidiaries (as defined in the Stock Purchase Agreement) or
(iv) any distribution paid to an SBIC Holder (as defined in the Stock
Purchase Agreement) in connection with a Regulatory Violation (as defined in
the Stock Purchase Agreement).

                  "MANDATORY CONVERSION EVENT" means the consummation of the
initial public offering of shares of Common Stock of the Corporation which
results in (i) a gross selling price per share of Common Stock (subject to
adjustment for stock splits, dividends, subdivisions, combinations,
reclassifications, etc.) equal to at least $250 and (ii) aggregate gross
proceeds to the Corporation of not less than $50,000,000.

                  "PERSON" means any individual, corporation, general or
limited partnership, joint venture, association, limited liability company,
joint stock company, trust, business trust, bank, trust company, estate
(including any beneficiaries thereof), unincorporated organization,
cooperative, association or governmental branch, authority, agency or
political subdivision thereof.

                  "PREFERENCE TERMINATION TIME" means the time at which the
aggregate of all Distributions paid to the holders of the then outstanding
shares of Common Stock is equal to $100 per share (the "Distribution
Threshold"). The Distribution Threshold shall be adjusted equitably in the
event of a stock dividend, stock split, reverse stock split, combination of
shares or other similar event. In the event that a Distribution is in an
amount that is greater than that required to equal the Distribution
Threshold, the Distribution shall be deemed to be two Distributions, the
first equal to the amount required to reach the Distribution Threshold and
the second equal to the balance, and the Preference Termination Time shall be
deemed to occur upon the payment of the first deemed Distribution but prior
to the second deemed Distribution.

                  "RELATED PERSON" means (i) any Person that is controlled by
Roberto Buaron or (ii) any partner, shareholder or similar equity holder of
International or such Person described in

                                       28
<PAGE>

clause (i) above that receives Securities (as defined in the Stockholders
Agreement) from International or such Person in connection with a wind-up,
liquidation or similar distribution of or by International or such Person.
For purpose of this Restated Certificate of Incorporation, "control" and its
derivatives shall mean, with respect to any Person, the power to direct and
control the management or policies of such Person, whether through the
beneficial ownership of voting securities or other evidence of equity
ownership, by contract or agreement or otherwise.

                  "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement,
dated June 18, 1996, among the Corporation, International, Chase Venture
Capital Associates, L.P. ("CVCA"), certain other institutional holders,
certain members of management of the Corporation and CVCA and The
Northwestern Mutual Life Insurance Company as holders of Series A Preferred
Stock with respect to certain provisions thereof, as amended from time to
time pursuant to its terms.

                  "STOCK PURCHASE AGREEMENT" means the Stock Purchase and
Recapitalization Agreement, dated as of June 12, 1996, as amended or
otherwise modified from time to time, among the Corporation, International,
and the other parties thereto.

                                  ARTICLE FIFTH

                  The Amended and Restated Certificate of Incorporation of
the Corporation shall constitute a restatement of, and shall supersede the
Certificate of Incorporation of the Corporation, filed on December 11, 1990,
as amended by the Amended and Restated Certificate of Incorporation filed on
April 19, 1994, further amended by the Certificate of Amendment to the
Amended and Restated Certificate of Incorporation filed May 5, 1995 and
further amended by the Certificate of Amendment filed June 14, 1996.

                                  ARTICLE SIXTH

         Subject to limitations prescribed by the provisions of Part B, the
number of directors of the Corporation shall be such as from time to time
shall be fixed in the manner provided in the By-laws of the Corporation. The
election of directors of the Corporation need not be by ballot unless the
By-laws so require.

                                 ARTICLE SEVENTH

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
the date of incorporation of the Corporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.

                                       29
<PAGE>

         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

         Except as otherwise limited herein (including Part B of Article
Fourth), for the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders, it is further
provided:

                  (a) In furtherance and not in limitation of the powers
         conferred by the laws of the State of Delaware, the Board of Directors
         is expressly authorized and empowered:

                           (i) to make, alter, amend or repeal the By-laws in
                  any manner not inconsistent with the laws of the State of
                  Delaware or this Certificate of Incorporation;

                           (ii) to determine whether any, and if any, what part,
                  of the net profits of the Corporation or of its surplus shall
                  be declared in dividends and paid to the stockholders, and to
                  direct and determine the use and disposition of any such net
                  profits or such surplus; and

                           (iii) to fix from time to time the amount of net
                  profits of the Corporation or of its surplus to be reserved as
                  working capital or for any other lawful purpose.

                  In addition to the powers and authorities herein or by statute
         expressly conferred upon it, the Board of Directors may exercise all
         such powers and do all such acts and things as may be exercised or done
         by the Corporation, subject, nevertheless, to the provisions of the
         laws of the State of Delaware, of this Certificate of Incorporation and
         of the By-laws of the Corporation.

                  (b) Any director or any officer elected or appointed by the
         stockholders or by the Board of Directors may be removed at any time in
         such manner as shall be provided in the By-laws of the Corporation.

                  (c) From time to time any of the provisions of this
         Certificate of Incorporation may be altered, amended or repealed, and
         other provisions authorized by the laws of the State of Delaware at the
         time in force may be added or inserted, in the manner and at the time
         prescribed by said laws, and all rights at any time conferred upon the
         stockholders of the Corporation by this Certificate of Incorporation
         are granted subject to the provisions of this paragraph (c).

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<PAGE>

                                  ARTICLE NINTH

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them, 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,
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, 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, 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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<PAGE>

         IN WITNESS WHEREOF, BPC HOLDING CORPORATION has caused this Restated
Certificate of Incorporation to be signed by its President, and attested by
its Executive Vice President, this __ day of May, 2000.

                                                BPC HOLDING CORPORATION


                                                By:
                                                   ----------------------------
                                                   Name:  Martin R. Imbler
                                                   Title:    President
ATTEST:


By:
   -----------------------
   Name:  James M. Kratochvil
   Title:   Executive Vice President













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