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EXHIBIT 10.16(b)



NOTE: THIS
DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT
TO RULE 406
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PORTIONS OF THIS DOCUMENT FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED HEREIN BY “***”. SUCH
REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL
TREATMENT REQUEST.





FIRST AMENDMENT TO LEASE




          This First Amendment to Lease dated September 1, 2000 is executed by and
between Syufy Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).




WITNESSETH:




          WHEREAS, Landlord and Century Theatres of California, Inc. entered into a
lease dated September 30, 1995 (the “Lease”) for a motion picture theater building and
related parking (the “Premises”) located in Redwood City, California; and




          WHEREAS, Century Theatres, Inc., a Delaware corporation, has succeeded
Century Theatres of California, Inc., as Tenant; and




          WHEREAS, Century Theatres, Inc. has assumed all obligations of Century
Theatres of California, Inc., as set forth in the Lease; and




          WHEREAS, the parties desire now to amend the Lease to revise and clarify certain
obligations between the parties, as hereinafter provided;




          NOW, THEREFORE, the parties hereto mutually agree that the Lease shall be amended
as follows:




          A.      Consumer Price Index




          The reference in the first grammatical paragraph of Section 4.01(B) of the Lease to
the “San Francisco-Oakland-San Jose Average” is hereby deleted and in its place is
inserted the “All
West Average,” and the following sentence shall be added to this first grammatical
paragraph of Section 4.01(B):





               Notwithstanding the foregoing, in no event shall the Minimum Monthly Rent be
increased by an amount that is more than
***                                    of
the Minimum Monthly Rent payable before the adjustment date in question.



          B.      Gross Sales




          The second paragraph of Section 4.02 is hereby deleted and in its place is
inserted the following paragraph:





               Gross Sales shall mean all box office receipts, including receipts from
tickets or gift certificates redeemed at the premises regardless of their point
of sale, as well as receipts from sale of goods, merchandise, beverages, food,
vending machines and video games. Gross Sales shalI exclude credits and refunds
made with respect to admissions or other sales; all federal, state, county and
city admission taxes, sales and use taxes, and other similar taxes now or
hereafter



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imposed whether such taxes are collected from customers separately from the
selling price of admission tickets or absorbed therein, and actually paid over to the
taxing authority by Tenant; returned, exchanged, waived or “Pass Admissions” including
EBF charges on “Pass Admissions;” and receipts from tickets or gift certificates sold
but not redeemed at the Premises. Commissions or surcharges paid to agencies or other
third parties for selling tickets or processing credit card transactions, and any sums
paid to third parties for the use or rental of vending machines, pay telephones or
other amusement machines shall be deducted from Gross Sales.



          C.      Insurance




          The reference in Section 6.03(D) to a Bests rating of“A-” is hereby deleted and in its
place inserted a Bests rating of“A-/VII.”




          D.      Alterations




          The last sentence of Section 7.01(A) is hereby deleted and its place inserted
the following:





               If the change, alteration or addition is structural or exterior in nature, Tenant
shall provide Landlord with a copy of Tenant’s plans and specifications for the work
and obtain Landlord’s written approval therefore, which approval shall not be
unreasonably delayed or withheld.



          E.      Indemnity and Hold Harmless




          The indemnity rights set forth in Sections 9.02 and 10.01 are hereby expanded to include
an obligation by Tenant to defend, indemnify and hold harmless both Landlord and Landlord’s
corporate affiliates, as well as their respective officers, directors, agents, and employees,
in each instance where the right of indemnity would be accorded to Landlord.




          F.      Assignment




          The reference in Section 11.01(C) to “$30,000,000.00” is hereby deleted and
replaced with “$30,000,000.00, as adjusted each year by the CPI index identified in
Section 4.01(B)”




          G.      Surrender




          After the first sentence of Section 15.02(E), the following sentence is hereby
inserted:




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               Alternatively, Landlord may elect in its sole and absolute, discretion
to require Tenant to demolish the Tenant-occupied improvements located on the
Premises and remove all surface debris thereon.



          This First Amendment to Lease is hereby executed and shall be effective as of
date first written above. All other conditions of the Lease, or the executed amendments
thereto, if any, shall remain in effect.




	 	 	 	 	 	 	 
	SYUFY ENTERPRISES, L.P.

“Landlord”

	 	 	 	CENTURY THEATRES, INC.

“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond W. Syufy
 

Raymond W. Syufy

	 	 
	 	/s/ Joseph Syufy
 

Joseph Syufy
	 	 
	Chief Executive Officer

	 	 	 	President	 	 






[STAMP]


Redwood City