
<PAGE>

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SNAPPLE HOLDING CORP.
        Snapple Holding Corp., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as
follows:
               The date of filing of its original Certificate of Incorporation
        with the Secretary of State of the State of Delaware was January 29,
        1992.
               The Board of Directors of the Corporation, at a meeting of the
        Board of Directors of the Corporation held on October 1, 1992, duly
        adopted resolutions setting forth the Amended and Restated Certificate
        of Incorporation herein contained, declaring its advisability and
        directing that such Amended and Restated Certificate of Incorporation be
        submitted to the holders of the issued and outstanding Common Stock,
        $.01 par value ("Common Stock") for approval in accordance with the
        applicable provisions of Sections 242 and 245 of the General Corporation
        Law of the State of Delaware and the Corporation's Amended and Restated
        Certificate of Incorporation, as previously amended. The Amended and
        Restated Certificate of Incorporation was duly adopted, after having
        been declared advisable by the Board of Directors of the Corporation, by
        in excess of a majority of the outstanding shares of Common Stock, all
        in accordance with the applicable provisions of Sections 228, 242 and
        245 of the General Corporation Law of the State of Delaware and the
        Corporation's Certificate of Incorporation.






<PAGE>



<PAGE>




               The text of the Amended and Restated Certificate of Incorporation
        of the Corporation, as restated and amended (herein called the "Restated
        Certificate of Incorporation") shall read in its entirety as follows:

        FIRST: The name of the Corporation shall be:

                              SNAPPLE HOLDING CORP.

        SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, in the City of Wilmington, County of
New Castle, 19805, and its registered agent at such address is Corporation
Service Company.

        THIRD: The purpose or purposes of the Corporation shall be 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 of stock which the Corporation shall
have authority to issue is 41,000,000 shares, which shares shall be divided into
two classes consisting of: (i) 40,000,000 shares of Common Stock (with $.01 par
value per share) ("Common Stock") and (ii) 1,000,000 shares of Preferred Stock
(with $.01 per value per share) ("Blank Check Preferred Stock").

        The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the Common Stock and the
Preferred Stock shall be as follows:

A.      COMMON STOCK

        1. Voting Rights. Except as otherwise required by law or this Restated
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by him of record on the books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation.

        2. Dividends. The holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of capital stock, subject, however, to the
limitations contained in Part B below.

        3. Dissolution, Liquidation or Winding Up. After distribution in full of
the preferential amount, if any, to be distributed to the holders of series of
the Blank Check Preferred Stock (in accordance with the relative preferences
among such series)




                                        2

<PAGE>


<PAGE>







in the event of involuntary liquidation, distribution, dissolution or
winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible and
intangible, or whatever kind available for distribution to stockholders, ratably
in proportion to the number of shares of Common Stock held by them respectively.

B.      BLANK CHECK PREFERRED STOCK

        1. Issuance. Shares of Blank Check Preferred Stock may be issued from
time to time in one or more series as may from time to time be determined by the
Board of Directors, each of said series to be distinctly designated. All shares
of any one series of the Blank Check Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends, if
any, thereon shall be cumulative, if made cumulative. The voting powers, if any,
and the designations, relative preferences, participating, optional or other
special rights or privileges of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.

        2. Authority of the Board of Directors. The Board of Directors is
authorized, subject to limitations prescribed by law and the provisions of this
Article FOURTH, to provide for the issuance of the shares of the Blank Check
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix in the
resolution or resolutions providing for the issue of such stock adopted by the
Board of Directors of the Corporation the voting powers, if any, and the
designations, relative preferences, participating, optional or other special
rights or privileges, and the qualifications, limitations or restrictions of
such series, including, but without limiting the generality of the foregoing,
the following:

               (a) The distinctive designation of, and the number of shares of
               the Blank Check Preferred Stock which shall constitute such
               series. The designation of a series of preferred stock need not
               include the words "preferred" or "preference" and may be
               designated "special" or other distinctive term. Unless otherwise
               provided in the resolution issuing such series, the number of
               shares of any series of the Blank Check Preferred Stock may be
               increased or decreased (but not below the number of shares
               thereof then outstanding) by the Board of Directors in the manner
               prescribed by law;

               (b) The rate and times at which, and the terms and conditions
               upon which, dividends, if any, on the Blank Check Preferred Stock
               of such series shall be paid, the extent of the preference or
               relation, if any, of such dividends to the dividends payable on
               any other class or classes, or series of the same or other
               classes of stock and whether such




                                        3


<PAGE>


<PAGE>







               dividends shall be cumulative or non-cumulative and, if
               cumulative, the date from which such dividends shall be
               cumulative;

               (c) Whether the series shall be convertible into, or exchangeable
               for, at the option of the holders of the Blank Check Preferred
               Stock of such series or the Corporation or upon the happening of
               a specified event, shares of any other class or classes or any
               other series of the same or any other class or classes of stock
               of the Corporation, and the terms and conditions of such
               conversion or exchange, including provisions for the adjustment
               of any such conversion rate in such events as the Board of
               Directors shall determine;

               (d) whether or not the Blank Check Preferred Stock of such series
               shall be subject to redemption at the option of the Corporation
               or the holders of such series or upon the happening of a
               specified event, and the redemption price or prices and the time
               or times at which, and the terms and conditions upon which, the
               Blank Check Preferred Stock of such series may be redeemed;

               (e) The rights, if any, of the holders of the Blank Check
               Preferred Stock of such series upon the voluntary or involuntary
               liquidation, merger consolidation, distribution or sale of
               assets, dissolution or winding-up, of the Corporation;

               (f) The terms of the sinking fund or redemption or purchase
               account, if any, to be provided for the Blank Check Preferred
               Stock of such series; and

               (g) Subject to subparagraph 5 of Paragraph C hereof, whether such
               series of the Blank Check Preferred Stock shall have full,
               limited or no voting powers including, without limiting the
               generality of the foregoing, whether such series shall have the
               right, voting as a series by itself or together with other series
               of the Blank Check Preferred Stock or all series of the Blank
               Check Preferred Stock as a class, to elect one or more directors
               of the Corporation if there shall have been a default in the
               payment of dividends on any one or more series of the Blank Check
               Preferred Stock or under such other circumstances and on such
               conditions as the Board of Directors may determine.

C.      OTHER PROVISIONS

        1. No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series or any
additional shares of any




                                        4

<PAGE>


<PAGE>







class or series to be issued by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or exchangeable
for stock of the Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock, additional
authorized issue of shares of any class or series of stock or securities
convertible into or exchangeable for stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations (including such
holders or others) and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.

        2. The relative powers, preferences and rights of each series of the
Blank Check Preferred Stock in relation to the powers, preferences and rights of
each other series of the Blank Check Preferred Stock shall, in each case, be as
fixed from time to time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in Paragraph B hereof. The
consent, by class or series vote or otherwise, of the holders of such of the
series of the Blank Check Preferred Stock as are from time to time outstanding
shall not be required for the issuance by the Board of Directors of any other
series of the Blank Check Preferred Stock whether or not the powers, preferences
and rights of such other series shall be fixed by the Board of Directors as
senior to, or on a parity with, the powers, preferences and rights of such
outstanding series, or any of them; provided, however, that the Board of
Directors may provide in the resolution or resolutions as to any series of the
Blank Check Preferred Stock adopted pursuant to Paragraph B hereof, the
conditions, if any, under which the consent of the holders of a majority (or
such greater proportion as shall be fixed therein) of the outstanding shares of
such series shall be required for the issuance of any or all other series of the
Blank Check Preferred Stock.

        3. Subject to the provisions of subparagraph 2 of this Paragraph C,
shares of any series of the Blank Check Preferred Stock may be issued from time
to time as the Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of Directors.

        4. Shares of authorized Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

        5. The number of authorized shares of Common Stock and of the Blank
Check Preferred Stock, without a class or series vote, may be increased or
decreased from time to time (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote thereon.

        FIFTH:




                                        5


<PAGE>


<PAGE>







        A. Number, Election and Terms of Directors. The number of directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by the Board of Directors. The Directors of the
Corporation shall be divided into three classes: Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-third of the
whole number of the Board of Directors. If the Board of Directors is not evenly
divisible by three, the Board of Directors shall determine the number of
Directors to be elected to each class. The initial members of Class I shall be
Arnold Greenberg, Raymond Rudy and C. Hunter Boll and they shall hold office for
a term to expire at the Annual Meeting of the Stockholders to be held in 1993;
the initial members of Class II shall be Leonard Marsh and John W. Childs and
they shall hold office for a term to expire at the Annual Meeting of the
Stockholders to be held in 1994; and the initial members of Class III shall be
Hyman Golden and Thomas E. Lee and they shall hold office for a term to expire
at the Annual Meeting of the Stockholders to be held in 1995, and in the case of
each class, until their respective successors are duly elected and qualified. At
each annual election held commencing with the annual election in 1993, the
Directors elected to succeed those whose terms expire shall be identified as
being of the same class as the Directors they succeed and shall be elected to
hold office for a term to expire at the third Annual Meeting of the
Stockholders after their election, and until their respective successors are
duly elected and qualified. If the number of Directors changes, any increase or
decrease in Directors shall be apportioned among the classes so as to maintain
all classes as equal in number as possible, and any additional Director elected
to any class shall hold office for a term which shall coincide with the terms of
the other Directors in such class and until his successor is duly elected and
qualified.

        B. Removal. Any Director or the entire Board of Directors may be removed
with or without cause by the holders of a majority of the shares then entitled
to vote at an election of Directors, or a majority vote of the Board of
Directors.

        C. Amendment, Repeal or Alteration. Notwithstanding any other provisions
of the Restated Certificate of Incorporation or the Restated By-Laws of the
Corporation or the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of greater than fifty percent (50%) of the
combined voting power of the outstanding stock of the Corporation entitled to
vote generally in the election of Directors, voting together as a single class,
shall be required to amend, alter, adopt any provision inconsistent with or to
repeal this Article FIFTH.

        SIXTH: The Corporation hereby affirmatively elects in this Restated
Certificate of Incorporation to be governed by Section 203 of the General
Corporation Law of Delaware.

        SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within




                                        6

<PAGE>


<PAGE>







the state of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

        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 any provision of law imposing such liability; provided that, to
the extent provided by applicable law, this provision shall not eliminate the
liability of a director (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 General Corporation Law of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

        NINTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware.

        A. The Board of Directors of the Corporation is expressly authorized
to adopt, amend, or repeal the By-laws of the Corporation.

        B. Elections of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.

        C. The books of the Corporation may be kept at such place within or
without the State of Delaware as the By-laws of the Corporation may provide or
as may be designated from time to time by the Board of Directors of the
Corporation.

        TENTH: Except as otherwise stated elsewhere in this Restated Certificate
of Incorporation, the Corporation reserves the right to amend or repeal any
provision




                                        7

<PAGE>


<PAGE>







contained in this Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.

        ELEVENTH: The Corporation is to have perpetual existence.

                  [Remainder of Page Intentionally Left Blank]






                                        8

<PAGE>


<PAGE>






        IN WITNESS WHEREOF, Snapple Holding Corp. has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by C. Hunter Boll, its Vice President, who hereby acknowledges under
penalties of perjury that the facts herein stated are true and that this
Restated Certificate of Incorporation is his act and deed, and attested by
Steven M. Peck its Assistant Secretary, as of the 10th day of December, 1992.

                                                   Snapple Holding Corp.



                                                   By:   /s/ C. Hunter Boll
                                                        ------------------------
                                                        Name:  C. Hunter Boll
                                                        Title: Vice President



ATTEST:



By:   /s/ Steven M. Peck
      ---------------------------------
     Name:  Steven M. Peck
     Title: Assistant Secretary


[SEAL]





                                        9

<PAGE>


<PAGE>






                          CERTIFICATE OF OWNERSHIP AND MERGER
                                        MERGING
                                SNAPPLE BEVERAGE CORP.
                                         INTO
                                 SNAPPLE HOLDING CORP.
                        (PURSUANT TO SECTION 253 OF THE GENERAL
                             CORPORATION LAW OF DELAWARE)


        Snapple Holding Corp., a Delaware corporation (the "Corporation") does
hereby certify:

        FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

        SECOND: That the Corporation owns all of the outstanding shares of
each class of the capital stock of Snapple Beverage Corp., a Delaware
corporation.

        THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 10th day of December, 1992, determined to
merge into itself Snapple Beverage Corp. on the conditions set forth in such
resolutions:

        WHEREAS, this Board of Directors has previously determined that it is in
the best interest of the Corporation to raise additional equity capital pursuant
to a public offering (the "Offering") of up to 4,400,000 shares of the
Corporation's Common Stock, $.01 par value per share ("Common Stock");

        RESOLVED:     That, simultaneously with the consummation of the
                      Offering, the Corporation merge into itself its 
                      wholly-owned subsidiary, Snapple Beverage Corp., and 
                      assume all said subsidiary's liabilities and obligations;
                      and that this Corporation change its name to "Snapple 
                      Beverage Corp." at the effective time of the merger.

        FURTHER
        RESOLVED:     That the president or any vice president and the secretary
                      or any assistant secretary of this Corporation be and they
                      hereby are directed to make, execute and acknowledge a
                      Certificate of Ownership and Merger setting forth a copy
                      of the resolution to merge said Snapple Beverage Corp.
                      into this Corporation and to assume said subsidiary's
                      liabilities and obligations and that the Corporation
                      change its name to "Snapple Beverage Corp." at the
                      effective time of the merger and the date of adoption
                      thereof and to file the same in the office of the
                      Secretary of State of the State of Delaware and a
                      certified copy thereof in the office of the Recorder of
                      Deeds of Newcastle.






<PAGE>

<PAGE>


        IN WITNESS WHEREOF, said Snapple Holding Corp. has caused its corporate
seal to be affixed and this certificate to be signed by C. Hunter Boll, its Vice
President, and attested by Steven M. Peck, its Assistant Secretary, this
21st day of December, 1992.

                                    SNAPPLE HOLDING CORP.


                                    BY: /s/  C. Hunter Boll               
                                        ----------------------
                                         C. Hunter Boll
                                         Vice President

ATTEST:


BY: /s/ Steven M. Peck       
-------------------------------
     Steven M. Peck
     Assistant Secretary






                                        2



<PAGE>


<PAGE>






                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                            OF SNAPPLE BEVERAGE CORP.

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware

        Snapple Beverage Corp. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

       FIRST: That the Board of Directors of the Corporation, acting by written
consent in accordance with Section 141(f) of the General Corporation Law of the
State of Delaware, adopted a resolution setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and authorizing the submission of said amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

RESOLVED:             That this Board of Directors deems it advisable that
                      Article FOURTH of the Certificate of Incorporation be
                      amended by deleting the first paragraph thereof in its
                      entirety and inserting in lieu thereof the following:

                      FOURTH: That the total number of shares of stock which the
                      Corporation shall have authority to issue is 71,000,000
                      shares, of which such shares shall be divided into two
                      classes consisting of (i) 70,000,000 shares of Common
                      Stock ($.01 par value per share) ("Common Stock")  and
                      (ii) 1,000,000 shares of Preferred Stock ($.01 par value
                      per share) ("Blank Check Preferred Stock").






<PAGE>


<PAGE>






        SECOND: That thereafter, at the Meeting in Lieu of the 1993 Annual
Meeting of Stockholders of the Corporation held on May 11, 1993, the
Stockholders of the Corporation approved said amendment.

        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President and attested by its
Assistant Secretary this 20th day of May, 1993.

                                            SNAPPLE BEVERAGE CORP.


                                             /s/ Alan R. Koss 
                                            -----------------------------
                                            By: Alan R. Koss,
                                                Senior Vice President
ATTEST:


 /s/ Steven M. Peck     
-------------------------   
Steven M. Peck,
Assistant Secretary





                                        2

<PAGE>


<PAGE>









                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                            OF SNAPPLE BEVERAGE CORP.

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware

        Snapple Beverage Corp. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

        FIRST: That the Board of Directors of the Corporation, acting in
accordance with Section 141 of the General Corporation Law of the State of
Delaware, adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and authorizing the submission of said amendment to the stockholders
of the Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:

RESOLVED:       That this Board of Directors deems it advisable that Article
                FOURTH of the Certificate of Incorporation be amended by
                deleting the first paragraph thereof in its entirety and
                inserting in lieu thereof the following:

                FOURTH: That the total number of shares of stock which the
                Corporation shall have authority to issue is 141,000,000 shares,
                of which such shares shall be divided into two classes
                consisting of (i) 140,000,000 shares of Common Stock ($.01 par
                value per share) ("Common Stock") and (ii) 1,000,000 shares of
                Preferred Stock ($.01 par value per share) ("Blank Check
                Preferred Stock").

        SECOND:  That thereafter, at the Special Meeting of Stockholders of the
Corporation held on September 22, 1993, the Stockholders of the Corporation
approved said amendment.




<PAGE>


<PAGE>






        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President and attested by its
Assistant Secretary this 22nd day of September, 1993.

                                    SNAPPLE BEVERAGE CORP.
    


                                    By: /s/ Alan R. Koss  
                                       ------------------------------
                                         Alan R. Koss,
                                         Senior Vice President

ATTEST:


 /s/ Marvin E. Kramer 
----------------------------        
Marvin E. Kramer,
Secretary

2261m



                                        2


<PAGE>


<PAGE>







                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                             LOOP ACQUISITION CORP.

                                  WITH AND INTO

                             SNAPPLE BEVERAGE CORP.

              (UNDER SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW)

                            *  *  *  *  *  *  *  *  *  *  *

               LOOP Acquisition Corp. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware,

               DOES HEREBY CERTIFY:

               FIRST: That the Corporation was incorporated on October 27, 1994,
pursuant to the General Corporation Law of the State of Delaware.

               SECOND: That the Corporation is the owner of more than ninety
percent (90%) of the outstanding shares of capital stock of Snapple Beverage
Corp., a corporation organized and existing under the laws of the State of
Delaware.

               THIRD: That the Corporation hereby merges (the "Merger") with and
into Snapple Beverage Corp., the Merger to be effective as of the date and time
of filing of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware.

               FOURTH: That the name of the Surviving Corporation of the Merger
is a "Snapple Beverage Corp.", a Delaware corporation (the "Surviving
Corporation").

               FIFTH: That the Restated Certificate of Incorporation of Snapple
Beverage Corp., in effect immediately prior to the effective time of the Merger,
shall be the Restated Certificate of Incorporation of the Surviving Corporation
until duly amended in accordance with the terms thereof and the General
Corporation Law of the State of Delaware.

               SIXTH: The following is a copy of resolutions duly adopted on
November 30, 1994 by the Unanimous Written Consent of the Board of Directors of
the Corporation to Merge the Corporation with and into Snapple Beverage Corp.:






<PAGE>


<PAGE>







               RESOLVED, that it is desirable and in the best interest of the
        Corporation that it be merged with and into Snapple Beverage Corp; and
        further

               RESOLVED, that all issued and outstanding stock of Snapple
        Beverage Corp. that is not held by the Corporation shall be converted
        into the right to receive $14.00 per share in cash, without interest
        (which shall be paid upon surrender of certificates formerly
        representing each such share of Snapple Beverage Corp.); and further

               RESOLVED, that as of the effective time of the Merger, all of the
        estate, property, rights, privileges, powers, and franchises of each of
        the Corporation and Snapple Beverage Corp. shall be vested in and held
        and enjoyed by the Surviving Corporation of the Merger, which shall be
        Snapple Beverage Corp., as fully and entirely and without change or
        diminution as the same were before held and enjoyed by the Corporation
        and Snapple Beverage Corp. in their respective names; and further

               RESOLVED, that as of the effective time of the Merger, each share
        of common stock, $.01 par value, of the Corporation issued and
        outstanding immediately prior to such effective time shall be converted
        into and become one fully paid and nonassessable share of common stock,
        $.01 par value, of the surviving corporation in the Merger, which shall
        be Snapple Beverage Corp.; and further

               RESOLVED, that the proper officers of this Corporation be and
        they hereby are directed to make and execute a Certificate of Ownership
        and Merger setting forth a copy of the resolutions to merge itself with
        and into said Snapple Beverage Corp., and the date of adoption thereof,
        and to cause the same to be filed with the Secretary of State of the
        State of Delaware and a certified copy thereof to be recorded in the
        Office of the Recorder of Deeds of New Castle County, and to do all acts
        and things whatsoever, whether within or without the State of Delaware,
        which may be necessary or proper to effect said merger; and further

               RESOLVED, that the proper officers of this Corporation be and
        they hereby are directed to notify each stockholder of record of said
        Snapple Beverage Corp., entitled to notice within 10 days after the
        effective date of filing of the Certificate of Ownership and Merger,
        that said Certificate of Ownership and Merger has been filed with the
        Secretary of State of the State of Delaware and that the Merger has
        become effective, and of the rights of appraisal available to
        stockholders of Snapple Beverage Corp. pursuant to Section 262 of the
        General Corporation Law of the State of Delaware; and further





                                        2

<PAGE>


<PAGE>






               RESOLVED, that the proper officers of the Corporation be, and
        each of them hereby is, authorized, empowered and directed, in the name
        and on behalf of the Corporation, to take such additional lawful action
        and to execute and deliver such additional agreements, documents and
        instruments as any of them may deem necessary or appropriate to
        implement the provisions of the foregoing resolutions, the authority for
        the taking of such action and the execution and delivery of such
        agreements, documents and instruments to be conclusively evidenced
        thereby.

        SEVENTH: That the proposed merger has been approved by The Quaker Oats
Company, the sole stockholder of the Corporation, by written consent in lieu of
a meeting pursuant to Section 228 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, said LOOP Acquisition Corp. has caused this
certificate to be signed by James F. Doyle, its President, and attested to by
Thomas E. O'Neill, its Secretary, this 6th day of December, 1994.

                                    LOOP ACQUISITION CORP.



                                    By: James F. Doyle 
                                        ------------------------------------  
                                        James F. Doyle
                                        President

ATTEST:


By: Thomas E. O'Neil    
    ---------------------------
    Thomas E. O'Neill
    Secretary





                                        3

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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


        Snapple Beverage Corp., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment the
Certificate of Incorporation of said corporation:

        RESOLVED, That the Certificate of Incorporation of Snapple Beverage
Corp. be amended by changing the Fourth Article thereof so that, as amended,
said Article shall be and read as follows:

               "FOURTH:      The total number of shares of stock which the
        corporation shall have authority to issue is 1,000 consisting solely of
        common stock with a par value of $1.00 each.

               The Stock may be issued, from time to time, in one or more
        series, with such designations, preferences and relative, participating,
        optional or rights qualifications, preferences and relative,
        participating, optional or rights, qualifications, limitations or
        restrictions thereof as shall be stated and expressed in the resolution
        or resolutions providing for the issue of such series adopted by the
        Board of Directors from time to time, pursuant to the authority herein
        given, a copy of which resolution or resolutions shall have been set
        forth in a Certificate made, executed, acknowledged, filed and recorded
        in the manner required by the laws of the State of Delaware in order to
        make the same effective. Each series shall consist of such number of
        shares as shall be stated and expressed in such resolution or
        resolutions providing for the issuance of the stock of such series."


        SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.



<PAGE>


<PAGE>






        THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

        IN WITNESS WHEREOF, said Snapple Beverage Corp. has caused this
certificate to be signed by its Vice President this 17th day of August, 1995.


                                    SNAPPLE BEVERAGE CORP.


                                    By: /s/ W. Stephen Perry 
                                        --------------------------   
                                        W. Stephen Perry
                                        Vice President


                                        2



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