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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF AMERICAN MULTI -CINEMA, INC. File Number: 00130242 Date Filed: 08/22/2007 Robin Carnahan Secretary of State Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certifies as follows: 1. The present name of the corporation is: American Multi -Cinema, Inc. The name under which it was originally organized was: American Royal Cinema, Inc. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on August 21, 2007. 3. The corporation's Articles of Incorporation were amended and restated so that, as amended and restated, such Articles shall be as follows: AMENDED AND RESTATED ARTICLES OF INCORPORATION -OF AMERICAN MULTI -CINEMA, INC. FIRST. The name of the corporation is: American Multi -Cinema, Inc. SECOND. The address of its registered office in the State of Missouri is 120 S. Central Ave., Clayton, Missouri, 63 105 and the name of its registered agent at such address is CT Corporation System. The corporation may change its registered agent and address in accordance with RSMo. §351.375, THIRD. (a) The corporation shall have authority to issue 8,800,000 shares of common stock, each with a par value of $0.0625. (b) Each shareholder shall be entitled to one vote for each share of the corporation's outstanding common stock held of record by such shareholder on every matter submitted to a vote of the corporation's shareholders. (c) No holder of any shares of the corporation shall be entitled as such, as a matter of right, to purchase or subscribe for any shares of stock of the corporation of any class, whether now or hereafter authorized or whether issued for cash, property or services or as a dividend or otherwise, or to purchase or subscribe for any obligations, bonds, notes, debentures, other securities of stock convertible into shares of stock of the corporation or carrying or evidencing any right to purchase shares of stock of any class. FOURTH. The name and place of residence of the incorporator is as follows: James L. Vianni, 25 East 67th Street, Kansas City, Missouri 64113-2401. FIFTH. The number of directors shall be fixed by, or in the manner provided in, the corporation's bylaws. State of Missouri Amend/Restate - Gen Bus 3 Page(s) CC 1601708v I i I Itilllll III�IIII Il�i� II�tCllll� IIIIIIII�I�IIII Illll��lll llillltil