
<PAGE>

                                                                        3.13(ii)

                          CERTIFICATE OF AMENDMENT OF
                          ---------------------------

                         CERTIFICATE OF INCORPORATION
                         ----------------------------

                                      OF
                                      --

                                CHICOPEE, INC.
                                --------------


     Chicopee, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Company"),

     DOES HEREBY CERTIFY:

     FIRST:  That the directors the Company adopted a resolution amending
Article Four, Section 4.5.5 of the Certificate of Incorporation of the Company
to read in its entirety as follows:

                          Article Four, Section 4.5.5
                          ---------------------------

          4.5.5  Call Premium.  The term "Call Premium" shall mean, as of any
     date, with respect to each share of Preferred Stock, an amount equal to the
     Liquidation Price in effect on such date multiplied by the percentage
     applicable to such date set forth below.

          Period                                Percentage
          ------                                ----------

       Closing Date through March 31, 1996          13%
       April 1, 1996 through March 31, 1997         12%
       April 1, 1997 through March 31, 1998         11%
       April 1, 1998 through March 31, 1999          9%
       April 1, 1999 through March 31, 2000          7%
       April 1, 2000 through March 31, 2001          5%
       April 1, 2001 through March 31, 2002          2%
       April 1, 2002 and thereafter                  0%

     Notwithstanding the foregoing, if any share of Preferred Stock is redeemed
     contemporaneously with the consummation of a Qualified IPO (as defined
     herein) the term "Call Premium" shall mean with respect to each such share
     of Preferred Stock, in lieu of the amounts set forth above, an amount equal
     to the Liquidation Price in effect on the date of such redemption
     multiplied by the percentage applicable to such date set forth below:
<PAGE>
 
          Period                                  Percentage
          ------                                  ----------

       Closing Date through March 31, 1998            0%
       April 1, 1998 through March 31, 1999           4.5%
       April 1, 1999 through March 31, 2000           3.5%
       April 1, 2000 through March 31, 2001           5%
       April 1, 2001 through March 31, 2002           2%
       April 1, 2002 and thereafter                   0%

     SECOND: That thereafter, pursuant to said resolution, the amendment was
submitted for approval to the holders of the outstanding shares of the Company
entitled to vote thereon, which approval was given by written consent pursuant
to Section 228 of the General Corporation Law of the State of Delaware.

     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.
<PAGE>
 
     IN WITNESS WHEREOF, Chicopee, Inc. has caused this certificate to be signed
by its Executive Vice President this 29th day of March, 1996.

                                        CHICOPEE, INC.


                                        By: /s/ JAMES G. BOYD
                                            ----------------------------------
                                             James G. Boyd
                                        Its: Executive Vice President,
                                             Secretary & Chief Financial Officer
 
