Brick Plaza Cinemas, Inc.

Voting for

Voting Against

THE UNDERSIGNED, of the age of twenty-one years or over for the purposes of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, does hereby execute the following Certificate of Incorporation:

SECOND: The purpose or purposes for which the corporation is organized is to engage in any activity or business within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act”, (Title 14A).

THIRD: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1000) shares without nominal or par value.

FOURTH: The address of the corporation’s initial registered office is 252 Madison Avenue, Perth Amboy, New Jersey, 0886_, and the name of the corporation’s initial registered agent at such address is Angeline Pucc1.

FIFTH: The number of directors constituting the initial board of directors shall be three (3); and the names and addresses of the directors are are follows: Wilbur Snapar, Sheraton Iane, Rumson, New Jersey, 07760; Alan Honig, c/o Music Makers Theatres, Inc., 1345 Avenue of the Americas, New York, New York, 10019; Milton Herson, c/o/Music Makers Theaters, Inc., 1345 Avenue of the Americas, New York, New York, 10019.

SIXTH: The name and address of the incorporator is as follows: Catherine Aragona, Place, Perth Amboy, New Jersey, 08861.

of the above named corporation, has hereunto signed this Certificate of Incorporation on the 29^th day of July, 1969.

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40517, confirmed and approved on March 1, 2002

3. Article Three of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”



BY:		/s/ Bryan Berndt
		Bryan Berndt Vice President

Pursuant to the provisions of Section 14A:9-1 of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

2. The following is a copy of a resolution duly adopted by the Board of Directors of the corporation on March 21, 1996, pursuant to authority conferred upon the said Board of Directors by the Certificate of Incorporation:

Resolved, that Article First of the Certificate of Incorporation be amended to read as follows:

3. The Certificate of Incorporation of the corporation is hereby amended so that the designation and number of each class acted upon the aforesaid resolution, and the relative rights, preferences and limitations of each such class, are as stated in the aforesaid resolution.


HOWELL THEATRE CORPORATION

By:		/s/ Seymour H. Smith
		Seymour H. Smith Executive Vice President/Secretary


				NCB
				FILED

				MAR 22 1996

				LONNA B. HOOKS
				Secretary of State
				1078790


				FILED

				MAR 22 2002

				STATE TREASURER