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CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO., a Delaware corporation, (the
"Corporation"), in order to amend its Second Amended and Restated Certificate of
Incorporation, hereby certifies as follows:
1. That the Board of Directors of the Corporation, by unanimous
vote at a meeting of the Board of Directors duly called and held on March 22,
2000, adopted resolutions proposing and declaring advisable the following
amendment (the "Amendment") to the Second Amended and Restated Certificate of
Incorporation:
That Article FOURTH of the Corporation's Second Amended and
Restated Certificate of Incorporation be amended and restated in its
entirety to read as follows:
FOURTH: The maximum number of shares of capital stock which
the Corporation is authorized to issue or to have outstanding at any
time shall be 110,000,000 shares, of which 100,000,000 shall be Common
Stock of $.01 (one cent) par value and 10,000,000 shall be Preferred
Stock of $.01 (one cent) par value. The Preferred Stock may be issued
from time to time in one or more series, upon resolution or resolutions
providing for such series adopted by the Board of Directors, with such
distinctive designations as shall be stated in such resolution or
resolutions. The resolution or resolutions providing for the issue of
shares of a particular series shall fix, subject to the applicable laws
and provisions of this Article FOURTH, the designation, rights,
preferences and limitations of the shares of each such series. The
authority of the Board of Directors with respect to each series shall
include, but not be limited to, the determination of the following:
(a) The number of shares constituting such series,
including the authority to increase or decrease such
number, and the distinctive designation of such
series;
(b) The dividend rate of the shares of such series,
whether the dividends shall be cumulative and, if so,
the date from which they shall be cumulative, and the
relative rights of priority, if any, of payment of
dividends on shares of such series;
(c) The right, if any, of the Corporation to redeem
shares of such series and the terms and conditions of
such redemption including the redemption price;
(d) The rights of the shares in case of a voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority,
if any, of payment of shares of such series;
(e) The voting rights, if any, for such series and the
terms and conditions under which such voting rights
may be exercised;
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(f) The obligation, if any, of the Corporation to retire
shares of such series pursuant to a retirement or
sinking fund or fund of a similar nature and the
terms and conditions of such obligation;
(g) The terms and conditions, if any, upon which shares
of such series shall be convertible into or
exchangeable for shares of stock of any other class
or classes or of any other series of preferred stock,
including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment,
if any; and
(h) Any other rights, preferences or limitations of the
shares of such series as may be permitted by law.
2. That the stockholders of the Corporation, at the annual
meeting of stockholders of the Corporation held June 21, 2000, have given their
approval of such amendment in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
3. That the Amendment to the Corporation's Second Amended and
Restated Certificate of Incorporation was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware and in accordance with other applicable laws and regulations.
Signed and attested to on August 9, 2000.
AMERICAN CLASSIC VOYAGES CO.
By: /s/ Jordan B. Allen
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Jordan B. Allen, Executive Vice President
ATTEST:
/s/ Pam Stringer
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Pam Stringer, Assistant Secretary
