exv10w34xby



 





EXHIBIT 10.34(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 April 30, 2003 is executed by and between Syufy
Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Tenant entered into a lease dated April 17, 1998 (the “Lease”) for a
motion picture theater building and related parking (the “Premises”) located in Larkspur,
California; and



     WHEREAS, the Initial Term of the Lease is set to expire on May 1, 2003;



     WHEREAS, the parties desire now to extend the Initial Term of the Lease by five years and
provide for an option to Tenant to further extend the Lease for another five years, as hereinafter
provided;



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



     A. Initial Term and Option to Extend



     Section 2.02 of the Lease is amended by deleting the reference in Section 2.02(A) to
“***     ” and replacing it with “***      ” and by adding the following
subparagraphs:




	 	B)	 	Tenant may, at Tenant’s option, extend the Initial Term of the Lease for a
***     additional period of ***     (the “Renewal Term”), subject
to all the provisions of this Lease. The Renewal Term shall commence at the expiration
of the Initial Term, and shall terminate on the ***          of the date of the
commencement of the Renewal Term in question, unless sooner terminated as provided
herein.
	 
	 	C)	 	Failure to duly exercise the option for the Renewal Term shall nullify the
option to extend the term of the Lease.
	 
	 	D)	 	Tenant’s right to extend the term of the Lease is subject to:






	 	1.	 	This Lease being in full force and
effect on the last day of the Initial Term.
	 
	 	2.	 	Compliance with the following procedure
for exercising the option:






	 	a.	 	At least six (6) months before the last day of the Initial
Term, Tenant shall give Landlord written notice exercising the
option. If Tenant shall fail to





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	 	 	 	give such notice, then Landlord shall notify Tenant in writing of
its failure (the “Reminder Notice”), and Tenant shall have an additional
fifteen (15) days from its receipt of the Reminder Notice within which
to give Landlord written notice exercising the option.

	 
	 	b.	 	
 Each party shall, at the request of the other, execute a memorandum
acknowledging the fact that the option in question has been exercised.
If the option is properly exercised by Tenant, the failure of Landlord
to execute such a memorandum shall not invalidate such option or the
exercise thereof.
	 
	 	3.	 	Tenant is not in default (meaning the breach of any obligation hereunder and
the failure to cure that breach within the applicable periods permitted in the
Lease) at the time of the exercise of the Renewal Term.





     B. Rent



     Section 4.01(B) of the Lease is hereby deleted and replaced with the following:




	 	B)	 	The Minimum Monthly Rent of   ***     shall remain in
effect up to and including April 30, 2003; thereafter, it shall increase to
***     for the remainder of the Initial Term. If Tenant shall elect to extend
the Initial Term, as provided in Section 2.02, the Minimum Monthly Rent shall be
increased on the first day of the Renewal Term by a percentage equal to the percentage
increase (from April, 2003 to the first day of the Renewal Term) of the United States
Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban
Consumers, All West Average (the “Consumer Price Index” or “CPI”); provided that in no
event shall the Minimum Monthly Rent increase by less than ***     or more
than ***     The Minimum Monthly Rent, as increased herein, shall apply from
the first day of the Renewal Term through the end of the Renewal Term.
	 
	 	 	 	In the event that the CPI is not available, the successor or substitute index
shall be used for the computations herein set forth. In the event that the CPI or
such successor or substitute index is not published, a reliable governmental or
other non-partisan publication evaluating the information theretofore used in
determining the CPI shall be used by Landlord for the computations herein set
forth.





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     This First Amendment to Lease is hereby executed and shall be effective as of the 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.

	 	CENTURY THEATRES, INC.
	“Landlord”

	 	“Tenant”
	 
	 	 
	/s/ Raymond W. Syufy

	 	/s/ Joseph Syufy
	Raymond W. Syufy

	 	Joseph Syufy
	Chief Executive Officer

	 	President






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