exv10w19xdy



 






EXHIBIT
10.19(d)












Third
Amendment to Lease




     This
Third Amendment to Lease (this “Amendment”) dated September 29, 2005
is executed by and between Syufy Enterprises, L.P., a California limited partnership
(“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, and as further amended by that certain Second Amendment to Lease, dated April 15,
2005, between Landlord and Century Theatres, Inc., a California corporation (as amended, the
“Lease”), for a motion picture building and related parking (the “Premises”) located at Cinedome
Fremont, 39153 Farwell Drive, Fremont, 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, 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. Term and Termination




     The termination provision, as set forth in that certain Second Amendment to Lease, dated April
15, 2005 is hereby deleted and the Initial Term, as set forth in the lease dated September 30, 1995
shall remain unchanged.



B. Annual Rent








Annual
Base Rent for the remainder of the Initial Term of the Lease shall be
fixed at six hundred eleven thousand four hundred dollars ($611,400) per year, payable monthly as set forth in the Lease.








Cinedome Fremont — Fremont, California





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C. Surrender; No Demolition Obligation




     Notwithstanding anything to the contrary in the Lease, upon the expiration or earlier
termination of the Lease, Tenant shall have no obligation to demolish or pay Landlord to demolish
the improvements located on the Premises or to remove any surface
debris therefrom.



D. 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]




Cinedome Fremont — Fremont, 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.



	 	 	 	 	 	 	 
	Syufy Enterprises, L.P.,

	 	 	 	Century Theatres, Inc.,	 	 
	a California limited partnership

	 	 	 	a California corporation	 	 
	“Landlord”

	 	 	 	“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond Syufy
 


	 	 
	 	/s/ Joseph Syufy
 

	 	 
	Raymond Syufy,

	 	 	 	Joseph Syufy,	 	 
	Chief Executive Officer

	 	 	 	Chief Executive Officer	 	 






Cinedome Fremont — Fremont, California




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