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File Number: <br />CERTIFICATE OF AMENDMENT OF <br />ARTICLES OF INCORPORATION OF <br />AMERICAN MULTI -CINEMA, INC. <br />00130242 <br />Date Filed: 0812212007 <br />Robin Carnahan <br />Secretary of State <br />Pursuant to the provisions of The General and Business Corporation Law of Missouri, the <br />undersigned corporation certifies as follows: <br />I. The present name of the corporation is: American Multi -Cinema, Inc. The <br />name under which it was originally organized was. American Royal Cinema, Inc. <br />2. An amendment to the Corporation's Articles of Incorporation was adopted by <br />the shareholders on August 21, 2007. <br />3. The corporation's Articles of Incorporation were amended and restated so that, <br />as amended and restated, such Articles shall be as follows: <br />AMENDED AND RESTATED <br />ARTICLES OF INCORPORATION OF <br />AMERICAN MULTI -CINEMA, INC. <br />FIRST. The name of the corporation is: American Multi -Cinema, Inc, <br />SECOND. The address of its registered office in the State of Missouri is 120 S. Central <br />Ave., Clayton, Missouri, 63105 and the name of its registered agent at such address is CT <br />Corporation System. The corporation may change its registered agent and address in accordance <br />with RSMo. §351.375. <br />THIRD, <br />(a) The corporation shall have authority to issue 8,800,000 shares of common <br />stock, each with a par value of $0.0625. <br />(b) Each shareholder shall be entitled to one vote for each share of the <br />corporation's outstanding common stock held of record by such shareholder on every <br />matter submitted to a vote of the corporation's shareholders. <br />(c) No holder of any shares of the corporation shall be entitled as such, as a <br />matter of right, to purchase or subscribe for any shares of stock of the corporation of any <br />class, whether now or hereafter authorized or whether issued for cash, property or <br />services or as a dividend or otherwise, or to purchase or subscribe for any obligations, <br />bonds, notes, debentures, other securities of stock convertible into shares of stock of the <br />corporation or carrying or evidencing any right to purchase shares of stock of any class. <br />FOURTH. The name and place of residence of the incorporator is as follows: James L. <br />Vianni, 25 East 67th Street, Kansas City, Missouri 64113-2401. <br />FIFTH. The number of directors shall be fixed by, or in the manner provided in, the <br />Corporation's bylaws. <br />State of Missouri <br />AmendlRestale - Gen Bus 3 Page(s) <br />