exv10w22xcy



 



EXHIBIT 10.22(c)




Second Amendment To Lease




     this second amendment to lease (this “Amendment”) dated April 15, 2005 is
executed by and between Sycal Properties, INC., a California corporation (“Landlord”) and
Century Theatres, Inc., a California corporation (“Tenant”).



Witnesseth:




     Whereas, Landlord and Century Theatres of California, Inc, a California
corporation, entered into a lease dated September 30, 1995, as amended by that certain First
Amendment to Lease, dated September 1, 2000 between Landlord and Century Theatres, Inc., a Delaware
corporation (as amended, the “Lease”), for a motion picture building and related parking (the
“Premises”) located at Century Pleasant Hill, 2341 Monument Boulevard, Pleasant Hill, California;
capitalized terms used but not defined herein shall have the meanings set forth in the Lease; and



     Whereas, Century Theatres, Inc., a Delaware corporation (“Century Theatres (DE)”), succeeded
Century Theatres of California, Inc., as Tenant; and



     Whereas, Century Theatres (DE) assumed all obligations of Century Theatres of
California, Inc., as set forth in the Lease; and



     Whereas, Century Theatres, Inc., a California corporation, has succeeded
Century Theatres (DE) as Tenant; and



     Whereas, Century Theatres, Inc., a California corporation, has assumed all
obligations of Century Theatres (DE), as set forth in the Lease; and



     Whereas, together, Syufy Enterprises, L.P., Syufy Properties, Inc., Syaz Properties,
Inc. and Syut Properties, Inc., each an affiliate of Landlord (collectively, the “Shareholders”),
own all of the outstanding shares of capital stock of Tenant (the “Shares”); and



     Whereas, the Shareholders desire to sell the Shares pursuant to a stock
purchase agreement; and



     Whereas, the parties wish to terminate this Lease as of one (1) day prior to the
effective date of the sale by the Shareholders of the Shares (the “Closing”); and



     Whereas, the parties desire now to amend the Lease as hereinafter provided;



     Now, Therefore, the parties hereto mutually agree that, notwithstanding anything to
the contrary therein, the Lease shall be amended as follows:



A. Termination of Lease; Surrender




     The parties hereby agree that the Lease shall terminate and be of no further force or
effect (except as set forth herein) as of one (1) day prior to the Closing (the “Termination
Date”). Notwithstanding anything to the contrary in the Lease, upon the expiration or earlier
termination



Century Pleasant Hill 5 — Pleasant Hill, California





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of the Lease and promptly following Tenant’s receipt of a cost estimate thereof from
Landlord, Tenant shall pay to Landlord an amount equal to the cost of demolishing the improvements
located on the Premises and removing all surface debris therefrom to Landlord’s reasonable
satisfaction, as such cost estimate is determined by Landlord in Landlord’s sole and absolute
discretion; provided, however, that Tenant may remove any or all of Tenant’s furniture, fixtures
and equipment (the “FF&E”) from the Premises, so long as such removal occurs within forty-five (45)
days after the Termination Date and Tenant repairs all extraordinary damage caused by such removal.
Except as set forth above, from and after the Termination Date, the parties shall have no further
rights under the Lease nor further obligations with respect to the Premises, except for any rights
or obligations which expressly survive the termination of the Lease in accordance with the
provisions thereof or at law.




B. Miscellaneous




     1. This Amendment constitutes the entire understanding of the parties with respect to the
subject matter hereof and all prior agreements, representations, and understandings between the
parties, whether oral or written, are deemed null, all of the foregoing having been merged into
this Amendment.



     2. This Amendment to Lease is hereby executed and shall be effective as of the date first
written above. All other conditions of the Lease shall remain in full force and effect.



     3. This Amendment shall bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives and successors and assigns.



     4. Each party hereby specifically represents and warrants that its execution of this Amendment
has been duly authorized by all necessary corporate or other action, and that this Amendment when
fully signed and delivered shall constitute a binding agreement of such party, enforceable in
accordance with its terms.



     5. The parties acknowledge that each party and/or its counsel have reviewed and revised this
Amendment and that no rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall be employed in the interpretation of this Amendment or any
amendments or exhibits to this Amendment or any document executed and delivered by either party in
connection with this Amendment.



     6. This Amendment may be executed in counterparts each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.



[Signatures on following page]




Century Pleasant Hill 5 — Pleasant Hill, California




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     In Witness Whereof, Landlord and Tenant have executed this Amendment to
be effective as of the date first written above.



	 	 	 	 	 	 	 
	Sycal Properties, Inc., 

	 	 	 	Century Theatres, Inc., 	 	 
	a California corporation

	 	 	 	a California corporation	 	 
	“Landlord”

	 	 	 	“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond Syufy

	 	 	 	/s/ Joseph Syufy
	 	 
	 

	 	 	 	 	 	 
	Raymond Syufy,

	 	 	 	Joseph Syufy,	 	 
	Chief Executive Officer

	 	 	 	Chief Executive Officer	 	 






Century Pleasant Hill 5 — Pleasant, California





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