Hindsadale Amusement Corporation

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on November 30, 1956.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

IN WITNESS WHEREOF, Hinsdale Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/ MICHAEL POLITI

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purpose hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation and in particular, lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book

debts and claims, copyrights, manuscripts, trademarks, tradenames, brands, labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers, and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either along or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. (a) The total number of shares that may be issued by the corporation is two hundred (200).

(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the

corporation for the issuance of shares without par value plus such amounts as from time to time by resolution of the Board of Directors may be transferred thereto.

ARTICLE IV. Subject to the limitations provided by statute, the Board of Directors is authorized:

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation subject to the consent of stockholders whenever required by statute.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon such terms as the Board of Directors shall determine.

Subject to the foregoing provisions the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.

The principal office of the company is to be located in the Borough of Manhattan, County of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served upon him, is No. 1540 Broadway in the Borough of Manhattan, City of New York.

ARTICLE VII. The number of directors of the corporation shall not be less than three nor more than eight. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows:-

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows:-

ARTICLE IX. Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the corporation or of any corporation which he served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

ARTICLE X. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them are citizens of the United States and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 14th day of November, 1956.



/s/ ROSE SONENBLICK		(L.S.)


/s/ BLANCHE DAYTON		(L.S.)


/s/ SALLY WEINSTOCK		(L.S.)

On this 14th day of November, 1956, before me personally came ROSE SONENBLICK, BLANCHE DAYTON and SALLY WEINSTOCK, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation and they severally duly acknowledged to me that they executed the same.

/s/ Illegible

___________________________

THE UNDERSIGNED, holder of record of all of the outstanding shares of HINSDALE AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

2. The Certificate of Incorporation of said corporation of said corporation was filed in the office of the Secretary of State on the 30th day of November, 1956.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit: to provide that the number of the directors shall be not less than three nor more than ten.

4. To accomplish the amendment, the provision of the Certificate of Incorporation, ., fixing the number of directors, is hereby amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged the Certificate this 5th day of April, 1957.

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I., N.Y; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/ THOMAS BRESS

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

That he is the Secretary of HINSDALE AMUSEMENT CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of HINSDALE AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

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

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.


Hinsdale Amusement Corporation

By:		/s/ BRYAN BERNDT
		Bryan Berndt
		Vice President,
		signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law.


NAMES		POST OFFICE ADDRESSES
ROSE SONENBLICK		1540 Broadway Borough of Manhattan City of New York

BLANCHE DAYTON		1540 Broadway Borough of Manhattan City of New York

SALLY WEINSTOCK		1540 Broadway Borough of Manhattan City of New York


NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
ROSE SONENBLICK	1540 Broadway Borough of Manhattan New York City	1

BLANCHE DAYTON	1540 Broadway Borough of Manhattan New York City	1

SALLY WEINSTOCK	1540 Broadway Borough of Manhattan New York City	1


LOEW’S INCORPORATED

BY:		/s/ CHARLES C. MOSKOWITZ
		Charles C. Moskowitz, Vice-Pres.


		F020322000345