
<PAGE>
 
                                                                  Exhibit 3.3(i)

                               State of Delaware
                                                    PAGE 1
                       Office of the Secretary of State
                       --------------------------------


          I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "POLYMER GROUP, INC.," FILED IN THIS OFFICE ON THE TWENTY-FIRST
DAY OF OCTOBER, A.D. 1992, AT 4:30 O'CLOCK P.M.








                                         -------------------------------------
                                         Edward J. Freel, Secretary of State




2311063  8100                            AUTHENTICATION:  8530363
971210031
                                                   DATE:  06-25-97



<PAGE>
 
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 10/21/1992
                                                             752295060 - 2311063


             CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                              POLYMER GROUP, INC.

                        ------------------------------


     Jerry Zucker and James G. Boyd, being the duly elected President and
Secretary, respectively, of Polymer Group, Inc., a corporation organized and
existing under and by virtue, of the General Corporation Law of the State of
Delaware (the "Corporation"), do hereby certify as follows:

     1.   That the Corporation filed its original Certificate of Incorporation
with the Delaware Secretary of State on September 29, 1992 (the "Certificate").

     2.   That the board of directors of the Corporation, pursuant to unanimous
written consent, adopted resolutions authorizing the Corporation to amend,
integrate and restate the Corporation's certificate in its entirety in
accordance with sections 141(f), 241 and 245 of the General Corporation Law of
the State of Delaware to read as set forth in Exhibit A attached hereto and made
a part hereof (the "Restated Certificate").

     3.   The corporation has not received any payment for its stock.

     IN WITNESS WHEREOF, the undersigned, being the President and Secretary
hereinabove named, for the purpose of amending and restating the Certificate of
Incorporation of the Corporation pursuant to the General Corporation Law of the
State of Delaware, under penalties of perjury do each hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Restated
Certificate of Incorporation this 21st day of October, 1992.



                                  By:  /s/ Jerry Zucker
                                       -------------------------------
                                       Jerry Zucker, President


ATTEST:


 
By:  /s/ James G. Boyd
     -------------------------------
     James G. Boyd, Secretary



<PAGE>
 
                                   EXHIBIT A
                                   ---------



                     RESTATED CERTIFICATE OF INCORPORATION
                     
                                      OF

                              POLYMER GROUP, INC.
                     -------------------------------------


                                  ARTICLE ONE
                                  -----------

              The name of the corporation is Polymer Group, Inc.


                                  ARTICLE TWO
                                  -----------

     The address of the corporation's registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent
19901. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.


                                 ARTICLE THREE
                                 -------------

     The nature of the business or purposes to be conducted or 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.


                                  ARTICLE FOUR
                                  ------------

                             A.  AUTHORIZED SHARES
                                 -----------------

     The total number of shares of stock which the Corporation has authority to
issue is 2,420,000 shares, consisting of:

     (1) 400,000 shares of 8% Senior Cumulative Redeemable Preferred Stock, par
value $.01 per share (the "Class A Preferred");

     (2) 20,000 shares of 8% Junior Cumulative Convertible Preferred Stock, par
value $.01 per share (the "Class B Preferred"); and
<PAGE>
 
     (3)  2,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock").

     The Class A Preferred and the Class B Preferred are hereafter collectively
referred to as the "Preferred Stock."

                              B.  PREFERRED STOCK
                                  ---------------

I.   Terms Applicable to Both Class A Preferred and Class B Preferred.
     ---------------------------------------------------------------- 

     Section 1.  Dividends.
                 --------- 

     1A.  General Obligation. When and as declared by the Corporation's board of
directors and to the extent permitted under the General Corporation Law of
Delaware, the Corporation shall pay preferential dividends to the holders of the
Preferred Stock as provided in this Section 1. Except as otherwise provided
herein, dividends on each share of the Preferred Stock (a "Share") shall accrue
on a daily basis at the rate of 8% per annum of the sum of the Liquidation Value
thereof plus all accumulated and unpaid dividends thereon, from and including
the date of issuance of such Share to and including the date on which the
Liquidation Value of such Share (plus all accrued an unpaid dividends thereon)
is paid or in the case of Class B Preferred the date on which such Share is
converted into shares of Conversion Stock hereunder. Such dividends shall accrue
whether or not they have been declared and whether or not there are profits,
surplus or other funds of the Corporation legally available for the payment of
dividends. The date on which the Corporation initially issues any Share shall be
deemed to be its "date of issuance" regardless of the number of times transfer
of such Share is made on the stock records maintained by or for the Corporation
and regardless of the number of certificates which may be issued to evidence
such Share.

     1B.  Dividend Reference Dates. To the extent not paid on January 1, April
1, July 1, and October 1 of each year, beginning January 1, 1993 (the "Dividend
Reference Dates"), all dividends which have accrued on each Share outstanding
during the three-month period (or other period in the case of the initial
Dividend Reference Date) ending upon each such Dividend Reference Date shall be
accumulated and shall remain accumulated dividends with respect to such Share
until paid.

     1C.  Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to any class of Preferred Stock, such
payment shall be distributed ratably among the holders of such class based upon
the number of shares of such class held by each such holder.

     Section 2.  Liquidation. Upon any liquidation, dissolution or winding up of
the Corporation, each holder of Preferred Stock shall be entitled to be paid,
before any distribution or payment is made upon any Junior Securities, an amount
in cash equal to the aggregate Liquidation Value (plus all accrued and unpaid
dividends) of all Shares hold by such holder, and the holders of Preferred Stock
shall not be entitled to any further payment. Prior to the time of any
liquidation, dissolution or winding up of the Corporation, the Corporation shall
declare for payment all accrued and unpaid dividends with respect to the
Preferred Stock. The Corporation shall mail written notice of such liquidation,
dissolution or winding up, not less than 60 days prior to the payment date
stated therein, to each record holder of Preferred Stock. Neither the
consolidation or merger of the Corporation into or with any other entity or
entities, nor the sale or transfer

                                      -2-
<PAGE>
 
by the corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 2.

     Section 3.  Priority of Preferred Stock.  So long as any Preferred Stock
remains outstanding, neither the Corporation nor any Subsidiary shall redeem,
purchase or otherwise acquire directly or indirectly any Junior Securities, nor
shall the Corporation directly or indirectly pay or declare any dividend or make
any distribution upon any Junior Securities; provided that the Corporation may
purchase shares of Common Stock from present or former employees of the
Corporation and its Subsidiaries in accordance with the provisions of the
Management Agreements so long as no Event of Noncompliance is in existence at
the time of or immediately after such purchase.


     Section 4.  Redemptions.

     4A.  Redemption Payment.  For each Share which is to be redeemed, the
Corporation shall be obligated on the Redemption Date to pay to the holder
thereof (upon surrender by such holder at the Corporation's principal office of
the certificate representing such share) an amount in immediately available
funds equal to the Liquidation Value of such Share (plus all accrued and unpaid
dividends thereon). If the funds of the Corporation legally available for
redemption of Shares on any Redemption Date are insufficient to redeem the total
number of Shares to be redeemed on such date, those funds which are legally
available shall be used to redeem the maximum possible number of shares ratably
among the holders of the Shares to be redeemed based upon the aggregate
Liquidation Value of such Shares (plus all accrued and unpaid dividends thereon)
hold by each such holder. At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Shares, such funds shall
immediately be used to redeem the balance of the Shares which the Corporation
has become obligated to redeem on any Redemption Date but which it has not
redeemed. Prior to the time of any redemption of Preferred Stock, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Shares which are to be redeemed.

     4B.  Notice of Redemption.  The Corporation shall mail written notice of
each redemption of any class of Preferred Stock (other than a redemption at the
request of a holder or holders of such class of Preferred Stock) to each record
holder of such class not more than 60 nor less than 30 days prior to the date on
which such redemption is to be made. Upon mailing any notice of redemption which
relates to a redemption at the Corporation's option, the corporation shall
become obligated to redeem the total number of Shares specified in such notice
at the time of redemption specified therein. In case fewer than the total number
of Shares represented by any certificate are redeemed, a new certificate
representing the number of unredeemed Shares shall be issued to the holder
thereof without cost to such holder within three business days after surrender
of the certificate representing the redeemed Shares.

     4C.  Determination of the Number of Each Holder's Shares to be Redeemed.
The number of Shares of a particular class of Preferred Stock to be redeemed
from each holder thereof in redemptions hereunder shall be the number of Shares
determined by multiplying the total number of Shares of such class to be
redeemed times a fraction, the numerator of which shall be the total number of
Shares of such class then held by such holder and the denominator of which shall
be the total number of Shares of such class then outstanding.


                                      -3-

<PAGE>
 
     4D.  Dividends After Redemption Date.  No Share is entitled to any
dividends accruing after the date on which the Liquidation Value of such Share
(plus all accrued and unpaid dividends thereon) is paid to the holder thereof.
On such date all rights of the holder of such Share shall cease, and such Share
shall not be deemed to be outstanding.

     4E.  Redeemed or Otherwise Acquired Shares.  Any Shares which are redeemed
or otherwise acquired by the Corporation shall be cancelled and shall not be
reissued, sold or transferred.

     4F.  Other Redemptions or Acquisitions.  Neither the Corporation nor any
Subsidiary shall redeem or otherwise acquire any Preferred Stock, except as
expressly authorized herein or pursuant to a purchase offer made pro-rata to all
holders of a particular class of Preferred Stock on the basis of the number of
Shares of such class owned by each such holder.

     4G.  Special Redemptions.

     (i)  If a Change in ownership has occurred or the Corporation obtains
knowledge that a Change in ownership is to occur, the Corporation shall give
prompt written notice of such Change in Ownership describing in reasonable
detail the definitive terms and date of consummation thereof to each holder of
Preferred Stock, but in any event such notice shall not be given later than five
days after the occurrence of such Change in Ownership. The holder or holders of
a majority of each class of the Preferred Stock then outstanding may require the
Corporation to redeem all or any portion of the Preferred Stock owned by such
holder or holders at a price per Share equal to the Liquidation Value thereof
(plus all accrued and unpaid dividends thereon) by giving written notice to the
Corporation of such election prior to the later of (a) 21 days after receipt of
the Corporation's notice and (b) five days prior to the consummation of the
Change in ownership (the "Expiration Date"). The Corporation shall give prompt
written notice of any such election to all other holders of Preferred Stock
within five days after the receipt thereof, and each such holder shall have
until the later of (a) the Expiration Date or (b) ten days after receipt of such
second notice to request redemption (by giving written notice to the
Corporation) of all or any portion of the Preferred Stock owned by such holder.
Upon receipt of such elections, the Corporation shall be obligated to redeem the
aggregate number of Shares specified therein on the later of (a) the occurrence
of the Change in Ownership or (b) five days after the Corporation's receipt of
such elections). If in any case a proposed Change in ownership does not occur,
all requests for redemption in connection therewith shall be automatically
rescinded. The term "Change in Ownership" means any sale or issuance or series
of sales and/or issuances of shares of the corporation's capital stock by the
Corporation or any holders thereof which results in any Person or group of
affiliated Persons (other than the owners of Common Stock or Class B Preferred
as of the date of the Purchase Agreement) owning capital stock of the
corporation possessing the voting power (under ordinary circumstances) to elect
a majority of the Corporation's board of directors. All Persons holding
Executive Stock (as such term is defined in the Management Agreements) shall be
deemed to be one Person for purposes of determining a "Change in Ownership"
under this paragraph.

     (ii)  If a Fundamental Change is proposed to occur, the Corporation shall
give written notice of such Fundamental Change describing in reasonable detail
the definitive terms and date of consummation thereof to each holder of
Preferred Stock not more than 45 days nor less than 20 days prior to the
consummation thereof. The holder or holders of a majority of each class of the
Preferred Stock then outstanding may require the Corporation to redeem all or
any portion of the Preferred Stock owned by such


                                      -4-

<PAGE>
 
holder or holders at a price per share equal to the Liquidation value thereof
(plus all accrued and unpaid dividends thereon) by giving written notice to the
Corporation of such election prior to the later of (a) ten days prior to the
consummation of the Fundamental Change or (b) ten days after receipt of notice
from the Corporation. The Corporation shall give prompt written notice of such
election to all other holders of Preferred Stock (but in any event within five
days prior to the consummation of the Fundamental Change), and each such holder
shall have until two days after the receipt of such notice to request redemption
(by written notice given to the Corporation) of all or any portion of the
Preferred Stock owned by such holder. Upon receipt of such election(s), the
Corporation shall be obligated to redeem the aggregate number of Shares
specified therein upon the consummation of such Fundamental Change. If any
proposed Fundamental Change does not occur, all requests for redemption in
connection therewith shall be automatically rescinded. The term "Fundamental
Change" means (a) a sale or transfer of more than 30% of the assets of the
Corporation and its Subsidiaries on a consolidated basis (measured by either
book value in accordance with generally accepted accounting principles
consistently applied or fair market value determined in the reasonable good
faith judgment of the Corporation's board of directors) in any transaction or
series of transactions (other than sales in the ordinary course of business) and
(b) any merger or consolidation to which the corporation is a party, except for
a merger in which the Corporation is the surviving corporation and, after giving
effect to such merger, the holders of the Corporation's outstanding capital
stock possessing a majority of the voting power (under ordinary circumstances)
to elect a majority of the Corporation's board of directors immediately prior to
the merger shall own the Corporation's outstanding capital stock possessing the
voting power (under ordinary circumstances) to elect a majority of the
Corporation's board of directors.

     (iii)   Redemptions made pursuant to this paragraph 4G shall not relieve
the Corporation of its obligation to redeem Class A Preferred pursuant to
Subdivision III hereof.

     (iv)  The Corporation may redeem Shares of Class B Preferred pursuant to
this paragraph 4G only after all Shares of Class A Preferred for which requests
for redemption have been made hereunder have been redeemed in full.


     Section 5.  Events of Noncompliance.

     5A.  Definition.  An Event of Noncompliance shall be deemed to have
occurred if:

     (i)  the Corporation fails to pay on any Dividend Reference Date the full
amount of dividends then accrued on the Preferred Stock, whether or not such
payment is legally permissible, except if the Bank Agreement prevents FiberTech
from distributing funds sufficient (together with funds available from the
Corporation's other Subsidiaries) to make such payment;

     (ii)  the Corporation fails to make any redemption payment with respect to
the Preferred Stock which it is obligated to make hereunder, whether or not such
payment is legally permissible, except if the Bank Agreement prevents FiberTech
from distributing funds sufficient (together with funds available from the
Corporation's other Subsidiaries) to make such payment;

     (iii)  a Termination Event (as defined in the Management Agreements)
occurs; or


                                      -5-

<PAGE>
 
     (iv)  any representation or warranty contained in the Purchase Agreement
or, required to be furnished to any holder of Preferred Stock pursuant to the
Purchase Agreement, or any information contained in writing required to be
furnished by the Corporation or any Subsidiary to any holder of Preferred Stock,
is false or misleading in any material respect on the date made or furnished,
which has a material adverse effect on the Company's property, business,
operations, financial condition, prospects, or liabilities.


     5B.  Consequences of Certain Events of Noncompliance.

     (i)  If any Event of Noncompliance has occurred, the holder or holders of a
majority of each class of the Preferred Stock then outstanding may demand (by
written notice delivered to the Corporation) immediate redemption of all or any
portion of the Preferred Stock owned by such holder or holders at a price per
Share equal to the Liquidation Value thereof (plus all accrued and unpaid
dividends thereon). The Corporation shall give prompt written notice of such
election to the other holders of Preferred Stock (but in any event within five
days after receipt of the initial demand for redemption), and each such other
holder may demand immediate redemption of all or any portion of. such holder's
Preferred Stock by giving written notice thereof to the Corporation within seven
days after receipt of the Corporation's notice. The Corporation shall redeem all
Preferred Stock as to which rights under this paragraph have been exercised
within 15 days after receipt of the initial demand for redemption; provided that
if holders of both Class A Preferred and Class B Preferred have exercised their
rights to demand redemption hereunder, the Corporation shall not redeem any
Class B Preferred unless all of the Class A Preferred with respect to which such
redemption rights have been exercised has been redeemed.

     (ii)  If any Event of Noncompliance has occurred, the number of directors
constituting the Corporation's board of directors will, at the request of the
holders of a majority of each class of the Preferred Stock then outstanding, be
increased by one member, and the holders of Preferred Stock will have the
special right, voting separately as a single class (with each Share being
entitled to one vote) and to the exclusion of all other classes of the
Corporation's stock, to elect an individual to fill such newly created
directorship, to fill any vacancy of such directorship and to remove any
individual elected to such directorship. The newly created directorship will
constitute a separate class of directors, and the director elected by the
holders of the Preferred Stock will be entitled to cast a number of votes on
each matter considered by the board of directors (including for purposes of
determining the existence of a quorum) equal to the sum of the number of votes
entitled to be cast by all of the other directors plus one. The special right of
the holders of Preferred Stock to elect a member of the board of directors may
be exercised at the special meeting called pursuant to this subparagraph (ii),
at any annual or other special meeting of stockholders and, to the extent and in
the manner permitted by applicable law, pursuant to a written consent in lieu of
a stockholders meeting. Such special right shall continue until such time as
there is no longer any Event of Noncompliance in existence, at which time such
special right shall terminate subject to revesting upon the occurrence and
continuation of any Event of Noncompliance which gives rise to such special
right hereunder.

     At any time when such special right has vested in the holders of Preferred
Stock, a proper officer of the Corporation shall, upon the written request of
the holders of at least 25% of the Preferred Stock then outstanding, addressed
to the secretary of the Corporation, call a special meeting of the holders of
Preferred Stock for the purpose of electing a director pursuant to this
subparagraph. Such meeting shall be hold at the earliest legally permissible
date at the principal office of the Corporation, or at such other place
designated by the holders of at least 10% of the Preferred Stock then
outstanding. If such meeting has not been called


                                      -6-

<PAGE>
 
by a proper officer of the Corporation within 10 days after personal service of
such written request upon the secretary of the corporation or within 20 days
after mailing the same to the secretary of the Corporation at its principal
office, then the holders of at least 25% of the Preferred Stock then outstanding
may designate in writing one of their number to call such meeting at the expense
of the Corporation, and such meeting may be called by such Person so designated
upon the notice required for annual meetings of stockholders and shall be held
at the Corporation's principal office, or at such other place designated by the
holders of at least 25% of the Preferred Stock then outstanding. Any holder of
Preferred Stock so designated shall be given access to the stock record books of
the Corporation for the purpose of causing a meeting of stockholders to be
called pursuant to this paragraph.

     At any meeting or at any adjournment thereof at which the holders of
Preferred Stock have the special right to elect directors, the presence, in
person or by proxy, of the holders of a majority of the Preferred Stock then
outstanding shall be required to constitute a quorum for the election or removal
of any director by the holders of the Preferred Stock exercising such special
right. The vote of a majority of such quorum shall be required to elect or
remove any such director.

     Any director so elected by the holders of Preferred Stock shall continue to
serve as a director until the expiration of the lesser of (a) a period of six
months following the date on which there is not longer any Event of
Noncompliance in existence or (b) the remaining period of the full term for
which such director has been elected. After the expiration of such six-month
period or when the full term for which such director has been elected ceases
(provided that the special right to elect directors has terminated), as the case
may be the number of directors constituting the board of directors of the
Corporation shall decrease to such number as constituted the whole board of
directors of the Corporation immediately prior to the occurrence of the Event or
Events of Noncompliance giving rise to the special right to elect directors.

     (v)  If any Event of Noncompliance exists, each holder of Preferred Stock
shall also have any other rights which such holder is entitled to under any
contract or agreement at any time and any other rights which such holder may
have pursuant to applicable law.


II.  Priority of Class A Preferred over Class B Preferred.

     Section 1.  Priority in Liquidation.

     Upon any liquidation, dissolution or winding up of the Corporation, if the
assets of the Corporation to be distributed among the holders of Preferred Stock
are insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid, then the assets of the Corporation to be
distributed to such holders shall be distributed (i) first, to the holders of
Class A Preferred, until such holders have been paid the aggregate amount which
they are entitled to be paid, or, if the assets to be distributed are
insufficient for such purpose, the entire assets to be distributed shall be
distributed ratably among such holders based upon the aggregate Liquidation
Value (plus all accrued and unpaid dividends) of the Class A Preferred held by
each such holder, and (ii) second, the balance (if any) shall be distributed
ratably among the holders of Class B Preferred based upon the aggregate
Liquidation Value (plus all accrued and unpaid dividends) of the Class B
Preferred held by each such holder.


                                      -7-

<PAGE>
 
     Section 2.  Priority on Dividends, Redemptions, etc.
                 ----------------------------------------

     So long as any Class A Preferred remains outstanding, neither the
Corporation nor any Subsidiary shall redeem, purchase or otherwise acquire any
Class B Preferred, nor shall the Corporation declare or pay any dividend or make
any distribution upon any Class B Preferred, if immediately after such
redemption, purchase, acquisition, dividend or distribution any Event of
Noncompliance of the type described in subparagraph 5A(i) or (ii) would exist
with respect to the Class A Preferred.

III. Terms Applicable Only to Class A Preferred.
     ------------------------------------------ 

     Section 1.  Redemptions.
                 ----------- 

     1A.  Optional Redemptions.  The Corporation may at any time redeem all or
any portion of the Class A Preferred then outstanding.  On any such redemption,
the Corporation shall pay a price per Share equal to the Liquidation Value
thereof plus all accrued and unpaid dividends thereon.  No redemption pursuant
to this paragraph may be made for less than 1000 Shares (or such lesser number
of Shares then outstanding), and redemptions made pursuant to this paragraph
shall not relieve the Corporation of its obligation to redeem Shares on the
Scheduled Redemption Dates.

     1B.  Redemption After Public Offering.  The Corporation shall, at the
request (by written notice given to the Corporation) of the holders of the Class
A Preferred, apply at least 80% of the net cash proceeds from any Public
Offering remaining after deduction of all discounts, underwriters' commissions
and other reasonable expenses, and application in accordance with Section
2.10(c) of the Bank Agreement, to redeem Shares of Class A Preferred at a price
per Share equal to the Liquidation Value thereof (plus all accrued and unpaid
dividends thereon).  Such redemption shall take place on a date fixed by the
Corporation, which date shall be not more than five days after the Corporation's
receipt of such proceeds.  Notwithstanding the foregoing, if the Corporation
shall furnish to the holders requesting redemption pursuant to this paragraph 1B
a certificate signed by the President of the Corporation stating that in the
good faith judgment of the board of directors of the Corporation such redemption
would not be in the best interests of the Corporation, the Corporation shall not
be required to effect such redemption.

     Section 2.  Voting Rights.  Except as otherwise provided herein and as
otherwise required by law, the Class A Preferred shall have no voting rights;
provided that each holder of Class A Preferred shall be entitled to notice of
all stockholders meetings at the same time and in the same manner as notice is
given to the stockholders entitled to vote at such meeting.

IV.  Terms Applicable Only to Class B Preferred.
     ------------------------------------------ 

     Section 1.  Conversion.
                 ---------- 

     1A.  Conversion Procedure.
          -------------------- 

     (i)  Upon the occurrence (or the expected occurrence as described in (iii)
below) of any Conversion Event (as defined in paragraph (ii) below), each holder
of Class B Preferred shall be entitled to convert all or any portion of the
Class B Preferred (including any fraction of a Share) held by such holder


                                      -8-
<PAGE>
 
into a number of shares of Conversion Stock computed by multiplying the number
of Shares to be converted by $100 and dividing the result by the Conversion
Price then in effect; provided that all of such shares of Conversion Stock are
(or are expected to be) distributed, disposed of or sold in connection with such
Conversion Event.

     (ii)   For purposes of this paragraph 1A, a "Conversion Event" shall
mean (a) the occurrence of an Event of Noncompliance, (b) an exchange by Golder,
Thoma, Cressey Fund III Limited Partnership of its partnership interest in ZBG
Partners, a Delaware general partnership, for securities of the Corporation
pursuant to Section 5.8 of the Partnership Agreement, (c) any liquidation,
dissolution or winding up of the Corporation, (d) any public offering or public
sale of securities of the Corporation (including a public offering registered
under the Securities Act of 1933 and a public sale pursuant to Rule 144 of the
Securities and Exchange commission or any similar rule then in force), (e) any
sale of securities of the Corporation to a person or group of persons (within
the meaning of the Securities and Exchange Act of 1934, as amended (the "1934
Act")) if, after such sale, such person or group of persons in the aggregate
would own or control securities of the Corporation which possess in the
aggregate the ordinary voting power to elect a majority of the Corporation's
directors, and (f) a merger, consolidation or similar transaction involving the
Corporation if, after such transaction, a person or group of persons (within the
meaning of the 1934 Act) in the aggregate would own or control securities which
possess in the aggregate the ordinary voting power to elect a majority of the
surviving corporation's directors.

     (iii)  Each holder of Class B Preferred shall be entitled to convert Shares
of Class B Preferred in connection with any Conversion Event if such holder
reasonably believes that such Conversion Event shall be consummated, and a
written request for conversion from any holder of Class B Preferred to the
Corporation stating such holder's reasonable belief that a Conversion Event
shall occur shall be conclusive and shall obligate the Corporation to effect
such conversion in a timely manner so as to enable each such holder to
participate in such Conversion Event.  The Corporation shall not cancel the
shares of Class B Preferred so converted before the tenth day following such
Conversion Event and shall reserve such shares until such tenth day for
reissuance in compliance with the next sentence.  If  any shares of Class B
Preferred are converted into shares of Conversion Stock in connection with a
Conversion Event and such shares of Conversion Stock are not actually
distributed, disposed of or sold pursuant to such Conversion Event, such shares
of Conversion Stock shall be promptly converted back into the same number of
shares of Class B Preferred.

     (iv)   Except as otherwise provided herein, each conversion of Class B
Preferred shall be deemed to have been effected as of the close of business on
the date on which the certificate or certificates representing the Class B
Preferred to be converted have been surrendered at the principal office of the
Corporation.  At such time as such conversion has been effected, the rights of
the holder of such Class B Preferred as such holder shall cease and the Person
or Persons in whose name or names any certificate or certificates for shares of
Conversion Stock are to be issued upon such conversion shall be deemed to have
become the holder or holders of record of the shares of Conversion Stock
represented thereby.

     (v)    The conversion rights of any Share subject to redemption hereunder
shall terminate on the Redemption Date for such Share unless the Corporation has
failed to pay to the holder thereof the Liquidation value thereof (plus all
accrued and unpaid dividends thereon).


                                      -9-
<PAGE>
 
     (vi)   Notwithstanding any other provision hereof, if a conversion of Class
B Preferred is to be made in connection with a Public Offering, the conversion
of any Shares of Class B Preferred may, at the election of the holder of such
Shares, be conditioned upon the consummation of the Public Offering in which
case such conversion shall not be deemed to be effective until the consummation
of the Public Offering.

     (vii)  As soon as possible after a conversion has been effected (but in any
event within five business days in the case of subparagraph (a) below), the
Corporation shall deliver to the converting holder:

            (a) a certificate or certificates representing the number of shares
     of Conversion Stock issuable by reason of such conversion in such name or
     names and such denomination or denominations as the converting holder has
     specified;

            (b) payment in an amount equal to all accrued dividends with respect
     to each Share converted, which have not been paid prior thereto, plus the
     amount payable under subparagraph (ix) below with respect to such
     conversion; and

            (c) a certificate representing any Shares of Class B Preferred which
     were represented by the certificate or certificates delivered to the
     corporation in connection with such conversion but which were not
     converted.

     (viii) If the Corporation is not permitted under applicable law to pay
any portion of the accrued dividends on the Class B Preferred being converted,
the Corporation shall pay such dividends to the converting holder as soon
thereafter as funds of the Corporation are legally available for such payment.
At the request of any such converting holder, the Corporation shall provide such
holder with written evidence of its obligation to such holder.

     (ix)   The issuance of certificates for shares of Conversion Stock upon
conversion of Class B Preferred shall be made without charge to the holders of
such Class B Preferred for any issuance tax in respect thereof or other cost
incurred by the corporation in connection with such conversion and the related
issuance of shares of Conversion Stock.  Upon conversion of each Share of Class
B Preferred, the Corporation shall take all such actions as are necessary in
order to insure that the Conversion Stock issuable with respect to such
conversion shall be validly issued, fully paid and nonassessable.

     (x)    The Corporation shall not close its books against the transfer of
Class B Preferred or of Conversion Stock issued or issuable upon conversion of
Class B Preferred in any manner which interferes with the timely conversion of
Class B Preferred. The Corporation shall assist and cooperate with any holder of
Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

     (xi)   If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subparagraph (ix), be deliverable upon any
conversion of the Class B Preferred, the corporation, in lieu of delivering the
fractional share therefor, shall pay an amount to the holder thereof equal to
the Market Price of such fractional interest as of the date of conversion.


                                     -10-
<PAGE>
 
     (xii)  The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the conversion of the Class B Preferred, such number of shares of
Conversion Stock issuable upon the conversion of all outstanding Class B
Preferred.  All shares of Conversion Stock which are so issuable shall, when
issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges.  The Corporation shall take all such actions as
may be necessary to assure that all such shares of Conversion Stock may be so
issued without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Conversion
Stock may be listed (except for official notice of issuance which shall be
immediately delivered by the Corporation upon each such issuance).

     1B.  Conversion Price.
          ---------------- 

     (i)  The initial conversion Price shall be $1.00. In order to prevent
dilution of the conversion rights granted under this subdivision, the Conversion
Price shall be subject to adjustment from time to time pursuant to this Section
1.

     (ii) If and whenever on or after the original date of issuance of the Class
B Preferred the Corporation issues or sells, or in accordance with paragraph 1C
is deemed to have issued or sold, any shares of its Common Stock for a
consideration per share less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then forthwith upon such issue or sale
the Conversion Price shall be reduced to the Conversion Price determined by
dividing (a) the sum of (1) the product derived by multiplying the Conversion
Price in effect immediately prior to such issue or sale times the number of
shares of Common Stock Deemed Outstanding immediately prior to such issue or
sale, plus (2) the consideration, if any, received by the Corporation upon such
issue or sale, by (b) the number of shares of Common Stock Deemed Outstanding
immediately after such issue or sale. Notwithstanding anything to the contrary
contained in this Article Four, there shall be no adjustment in the Conversion
Price for any shares issued (x) to shareholders of Fabrene Inc., an Ontario
corporation ("Fabrene") in exchange for the Fabrene securities held by such
shareholders, (y) in connection with the issuance of shares pursuant to Section
6 of the Purchase Agreement or (z) pursuant to the Management Agreements.

     1C.  Effect on Conversion Price of Certain Events.  For purposes of
determining the adjusted Conversion Price under paragraph 1B, the following
shall be applicable:

     (i)  Issuance of Rights.  If the Corporation in any manner grants any
rights or options to subscribe for or to purchase Common Stock or any stock or
other securities convertible into or exchangeable for Common Stock (such rights
or options being herein called "Options" and such convertible or exchangeable
stock or securities being herein called "Convertible Securities") and the price
per share for which Common Stock is issuable upon the exercise of such Options
or upon conversion or exchange of such Convertible Securities is less than the
Conversion Price in effect immediately prior to the time of the granting of such
Options then the total maximum number of shares of Common Stock issuable upon
the exercise of such options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to be outstanding and to have been issued and sold by the
Corporation at the time of the granting of such Options for such price per
share. For purposes of this paragraph, the "price per share for which Common
Stock is issuable" shall be determined by dividing (A) the total amount, if any,
received or receivable by the Corporation as consideration for the


                                     -11-
<PAGE>
 

granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of all such Options, plus
in the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Corporation
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of such options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options.  No
further adjustment of the Conversion Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such options or the conversion or
exchange of such Convertible Securities.

     (ii)   Issuance of Convertible Securities. If the Corporation in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock in issuable upon such conversion or exchange is less than the
Conversion Price in effect immediately prior to the time of such issue or sale,
then the maximum number of shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to be outstanding and to
have been issued and sold by the corporation at the time of the issuance or sale
of such Convertible Securities for such price per share. For the purposes of
this paragraph, the "price per share for which Common Stock is issuable" shall
be determined by dividing (A) the total amount received or receivable by the
Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. So further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any options for
which adjustments of the conversion Price had been or are to be made pursuant to
other provisions of this Section 1, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

     (iii)  Change in Option Price or Conversion Rate. If the purchase price
provided for in any option referred to in subparagraph 1C(i), the additional
consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in subparagraph 1C(i) or (ii), or the rate at
which any Convertible Securities referred to in subparagraph 1C(i) or (ii) are
convertible into or exchangeable for Common Stock, shall change at any time
(other than under or by reason of provisions designed to protect against
dilution of the type set forth in this paragraph 1C or paragraph 1D), the
Conversion Price in effect at the time of such change shall forthwith the
adjusted to the Conversion Price which would have been in effect at such time
had such option or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold. If the purchase price
provided for in any Option referred to in subparagraph 1C(i), or the rate at
which any Convertible Securities referred to in subparagraph 1C(i) or (ii) are
convertible into or exchangeable for Common Stock, shall be reduced at any time
under or by reason of provisions which respect thereto designed to protect
against dilution of the type set forth in this paragraph 1C or paragraph 1D,
then in case of the delivery of Common Stock upon the exercise of any such
Option or upon conversion or exchange of any such Convertible Security, the
Conversion Price then in effect hereunder shall forthwith be adjusted to such
respective amount as would have been obtained had such Option or Convertible
Security never been issued as to such Common Stock and had adjustments been made
upon the issuance of the shares


                                     -12-
<PAGE>
 
of Common Stock delivered as aforesaid, but only if as a result of such
adjustment the Conversion Price then in effect hereunder would be reduced.

     (iv)   Treatment of Expired Options and Unexercised Convertible Securities.
Upon the expiration of any Option or the termination of any right to convert or
exchange any Convertible Security without the exercise of any such Option or
right, the Conversion Price then in effect hereunder shall be adjusted to the
Conversion Price which would have been in effect at the time of such expiration
or termination had such Option or Convertible Security, to the extent
outstanding immediately prior to such expiration or termination, never been
issued; provided that if such expiration or termination would result in an
increase in the Conversion Price then in effect, such increase shall not be
effective until 30 days after written notice thereof has been given to all
holders of the Class B Preferred.

     (v)    Calculation of Consideration Received. If any Common Stock, Option
or Convertible Security is issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor shall be deemed to be the net
amount received by the Corporation therefor. In case any Common Stock, Options
or Convertible Securities are issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the
Corporation shall be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of consideration
received by the Corporation shall be the Market Price thereof as of the date of
receipt. If any Common stock, Option or Convertible Security is issued to the
owners of the non-surviving entity in connection with any merger in which the
Corporation is the surviving corporation, the amount of consideration therefor
shall be deemed to be the fair value of such portion of the net assets and
business of the non-surviving entity as is attributable to such Common Stock,
Options or Convertible securities, as the case nay be. The fair value of any
consideration other than cash and securities shall be determined jointly by the
Corporation and the holders of a majority of the outstanding Class B Preferred.
If such parties are unable to reach agreement within a reasonable period of
time, the fair value of such consideration shall be determined by an independent
appraiser experienced in valuing such type of consideration jointly selected by
the Corporation and the holders of a majority of the outstanding Class B
Preferred. The determination of such appraiser shall be final and binding upon
the parties, and the fees and expenses of such appraiser shall be borne by the
Corporation.

     (vi)   Integrated Transactions.  In case any option is issued in connection
with the issue or sale of other securities of the corporation, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed to
have been issued for a consideration of $.0l.

     (vii)  Treasury Shares.  The number of shares of Common Stock outstanding
at any given time does not include shares owned or held by or for the account of
the Corporation or any Subsidiary, and the disposition of any shares so owned or
held shall be considered an issue or sale of Common Stock.

     (viii) Record Date.  If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

                                     -13-
<PAGE>
 
     1D.  Subdivision or Combination of Common Stock.  If the corporation at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

     1E.  Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Corporation's assets to another Person or
other transaction which is effected in such a manner that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock is
referred to herein as an "Organic Change."  Prior to the consummation of any
Organic Change, the Corporation shall make appropriate provisions (in form and
substance satisfactory to the holders of a majority of the Class B Preferred
then outstanding) to insure that each of the holders of Class B Preferred shall
thereafter have the right to acquire and receive, in lieu of or in addition to
(as the case may be) the shares of Conversion Stock immediately theretofore
acquirable and receivable upon the conversion of such holder's Class B
Preferred, such shares of stock, securities or assets as such holder would have
received in connection with such organic Change if such holder had converted its
Class B Preferred immediately prior to such Organic Change.  In each such case,
the Corporation shall also make appropriate provisions (in form and substance
satisfactory to the holders of a majority of the Class B Preferred then
outstanding) to insure that the provisions of this Section 1 and Sections 2 and
3 hereof shall thereafter be applicable to the Class B Preferred (including, in
the case of any such consolidation, merger or sale in which the successor entity
or purchasing entity is other than the Corporation, an immediate adjustment of
the Conversion Price to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Conversion Stock acquirable and receivable upon
conversion of Class B Preferred, if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale).  The Corporation shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor corporation (if other
than the Corporation) resulting from consolidation or merger or the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.

     Section 2.  Purchase Rights.  If at any time the Corporation grants, issues
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of Class B
Preferred shall be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Conversion Stock
acquirable upon conversion of such holder's Class B Preferred immediately before
the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record
holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.

     Section 3.  Voting Rights.  The holders of the Class B Preferred shall be
entitled to notice of all stockholders meetings in accordance with the
Corporation's bylaws, and except as otherwise required by law, prior to the
occurrence of a Conversion Event, shall have no voting rights.  After the
occurrence of a

                                     -14-
<PAGE>
 
Conversion Event, the holders of the Class B Preferred shall be entitled to vote
on all matters submitted to the stockholders for a vote together with the
holders of the Common Stock voting together as a single class with each share of
Common Stock entitled to one vote per share and each Share of Class B Preferred
entitled to one vote for each share of Common Stock issuable upon conversion of
the Class B Preferred at the time the vote is taken.

V.   Miscellaneous.
     ------------- 

     Section 1.  Registration of Transfer.  The Corporation shall keep at its
principal office a register for the registration of Preferred Stock.  Upon the
surrender of any certificate representing Preferred Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Shares represented by the surrendered certificate.  Each such new certificate
shall be registered in such name and shall represent such number of Shares as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Preferred Stock represented by such new certificate from the
date to which dividends have been fully paid on such Preferred Stock represented
by the surrendered certificate.

     Section 2.  Replacement.  Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing Shares of any class of Preferred 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 shall 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, and dividends shall accrue on the Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.

     Section 3.  Definitions.
                 ----------- 

     "Bank Agreement" means the Credit Agreement dated as of October 21, 1992 by
and among FiberTech Group, Inc. ("FiberTech"), The Chase Manhattan Bank
(National Association) and certain other lenders, together with all Exhibits
thereto.

     "Common Stock" means the Corporation's Common Stock and any capital stock
of any class of the Corporation hereafter authorized which is not limited to a
fixed sum or percentage of par or stated value in respect to the rights of the
holders thereof to participate in dividends or in the distribution of assets
upon any liquidation, dissolution or winding up of the Corporation.

     "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Subparagraphs 1C(i)
and 1C(ii) of subdivision IV whether or not the Options or

                                     -15-
<PAGE>
 
Convertible Securities are actually exercisable at such time, but excluding any
shares of Common Stock issuable upon conversion of the Class B Preferred.

     "Conversion Stock" means shares of the Corporation's Common Stock; provided
      ----------------
that if there is a change such that the Securities issuable upon conversion of
the Class B Preferred are issued by an entity other than the Corporation or
there is a change in the class of securities so issuable, then the term
"Conversion Stock" shall mean one share of the security issuable upon conversion
of the Class B Preferred if such security is issuable in shares, or shall mean
the smallest unit in which such security is issuable if such security in not
issuable in shares.

     "Junior Securities" means any of the Corporation's equity securities other
      -----------------                                                        
than the Preferred Stock.

     "Liquidation Value" of any Share as of any particular date shall be equal
      -----------------                                                       
to $100.

     "Management Agreements" means the Management Agreements as defined in the
      ---------------------                                                   
Purchase Agreement.

     "Partnership Agreement" means the Agreement of Partnership of ZBG Partners,
      ----------------------
dated as of October 21, 1992, by and between Golder, Thoma, Cressey Fund III
Limited Partnership and The InterTech Group, Inc.

     "Person" means an individual, a partnership, a corporation, an association,
      ------
a joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency or political subdivision
thereof.

     "Public Offering" means any offering by the Corporation of its equity
      ---------------
securities to the public pursuant to an effective registration statement under
the Securities Act of 1933, as then in effect, or any comparable statement under
any similar federal statute then in force; provided that for purposes of
paragraph 1B of subdivision III or paragraph 1H of subdivision IV, a Public
Offering shall not include an offering made in connection with a business
acquisition or combination or an employee benefit plan.

     "Purchase Agreement" means the Purchase and Exchange Agreement, dated as of
      -------------------
October 21, 1992, by and among the Corporation and certain investors, as such
agreement may from time to time be amended in accordance with its terms.

     "Registration Agreement" means the Registration Agreement as defined in the
      ----------------------                                                    
Purchase Agreement.

     "Redemption Date" as to any Share means the date specified in the notice of
      ---------------
any redemption at the Corporation's option or at the holder's option or the
applicable date specified herein in the case of any other redemption; provided
that no such date shall be a Redemption Date unless the Liquidation Value of
such Share (plus all accrued and unpaid dividends thereon) is actually paid in
full on such date, and if not so paid in full, the Redemption Date shall be the
date on which such amount is fully paid.

     "Subsidiary" means, with respect to any Person, any corporation,
      ----------
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled

                                     -16-
<PAGE>
 
(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 that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership, association
or other business entity, a majority of the partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more Subsidiaries of that person or a
combination thereof.  For purposes hereof, a Person or Persons shall be deemed
to have a majority ownership interest in a partnership, association or other
business entity if such Person or Persons shall be allocated a majority of
partnership, association or other business entity gains or losses or shall be or
control the managing general partner of such partnership, association or other
business entity.

     Section 4.  Amendment and Waiver.  No amendment, modification or waiver
shall be binding or effective with respect to any provision of (i) subdivision I
or V without the prior written consent of the holders of at least 75% of the
Preferred Stock outstanding at the time such action is taken, (ii) subdivision
II or III without the prior written consent of the holders of at least 75% of
the Class A Preferred outstanding at the time such action is taken, or (iii)
subdivision IV without the prior written consent of the holders of at least 75%
of the Class B Preferred outstanding at the time such action is taken; provided
that no such action shall change (a) the rate at which or the manner in which
dividends on the Preferred Stock accrue or the times at which such dividends
become payable or the amount payable on redemption of the Preferred Stock or the
times at which redemption of Preferred stock is to occur, without the prior
written consent of the holders of at least 90% of the Preferred Stock then
outstanding, (b) the Conversion Price of the Class B Preferred or the number of
shares or class of stock into which the Class B Preferred is convertible,
without the prior written consent of the holder of at least 90% of the Class B
Preferred then outstanding or (c) the percentage required to approve any change
described in clauses (a) and (b) above, without the prior written consent of the
holders of at least 90% of the Preferred Stock (in the case of (a)) or Class B
Preferred (in the case of (b)) then outstanding; and provided further that no
change in the terms hereof may be accomplished by merger or consolidation of the
Corporation with another corporation or entity unless the Corporation has
obtained the prior written consent of the holders of the applicable percentage
of the class or classes of the Preferred Stock then outstanding.

     Section 5.  Notices.  Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                C.  COMMON STOCK
                                    ------------

     Section 1.  Voting Rights.  Except as otherwise required by applicable law,
the holders of Common Stock shall be entitled to one vote per share on all
matters to be voted on by the Corporation's stockholders.

     Section 2.  Dividends.  As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of
common Stock shall be entitled to participate in such

                                     -17-
<PAGE>
 
dividends ratably on a per share basis.  The rights of the holders of Common
Stock to receive dividends are subject to the provisions of the Preferred Stock.

     Section 3.  Liquidation.  Subject to the provisions of the Preferred Stock,
the holders of Common Stock shall be entitled to participate ratably on a per
share basis in all distributions to the holders of the Common Stock in any
liquidation, dissolution or winding up of the Corporation.

     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 now 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 now certificate will 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.

     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.  Amendment and Waiver.  No amendment or waiver of any provision
of this Section C shall be effective without the prior approval of the holders
of a majority of the then outstanding Common Stock.

                                 ARTICLE FIVE
                                 ------------

                The corporation is to have perpetual existence.

                                     -18- 
<PAGE>
 
                                  ARTICLE SIX
                                  -----------

          In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the by-laws of the corporation.


                                 ARTICLE SEVEN
                                 -------------

          Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide.  The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation.  Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.


                                 ARTICLE EIGHT
                                 -------------

          To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director.  Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                 ARTICLE NINE
                                 ------------

          The corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.


                                  ARTICLE TEN
                                  -----------

          The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.


                                     -19-
