CERTIFICATE OF INCORPORATION
Of
BAKERY ACQUISITION CORPORATION
FIRST: The name of this corporation is: BAKERY ACQUISITION
CORPORATION
SECOND: The address of its registered office in the State of
Delaware and the name of its registered agent is Agents and Corporations,
Inc., 1201 Orange Street, Suite 600, Wilmington, New Castle County,
Delaware, 19801.
THIRD: The nature of the business of purposes to be conducted of
promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The total number of shares which the corporation is
authorized to issue is 1,500 shares of no par common voting stock.
FIFTH: The name and mailing address of the incorporator is: David
N. Williams, Esquire, 1201 Orange Street, Suite 600, Wilmington, Delaware
19801.
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the By-Laws
of the corporation.
EIGHTH: No director shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as
a director. Notwithstanding the foregoing sentence, a director shall be
liable to the extent provided by applicable law, (i) for 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
General Corporation Law of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit. This Article
Eighth shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the date when this Article Eighth
became effective.
I, the undersigned, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this Certificate, hereby declaring
and certifying that this is my act and deed, and the facts therein stated
are true and, accordingly, I have hereunto set my hand and seal this 11th
day of July, 2000.
____/s/David N. Williams____(SEAL)
David N. Williams, Esquire,
Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/11/2000
00134964 - 3257696
