exv10w24xcy



 





EXHIBIT
10.24(c)












Second Amendment to Lease




     This
Second Amendment to Lease (this “Amendment”) dated April 15, 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 (as
amended, the “Lease”), for a motion picture building and related parking (the “Premises”) located
at Cinedome Napa, 825 Pearl Street, Napa, 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. Right to Terminate








     At any time after the date the movie theatre to be operated by Tenant and to be located in
Napa at or about Gasser Drive
and West Imola opens for business, either Landlord or Tenant may
terminate the Lease by delivering written notice (the “Termination Notice”) to the other party,
indicating the date on which the Lease shall terminate (the
“Termination Date”). If either party
delivers a Termination Notice to the other party as set forth above, then, as of the Termination
Date, the parties shall have no further rights under the Lease nor further obligations with respect
to the Premises, with the exception of any rights or obligations which expressly survive the
termination of the Lease in accordance with the provisions thereof or at law.







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B. Landlord’s Right to Develop




     1. The second sentence of Section 2.01(a) of the Lease is hereby deleted in its
entirety and replaced with the following:




Tenant expressly agrees that Landlord shall have the right, but shall have no
obligation, to demolish, renovate, remodel, reconstruct or otherwise alter or
develop in any manner the Entire Premises or any portion thereof for any and
all uses beyond the Permitted Use (the
“Development”) without Tenant’s consent;
provided, however, that the Development shall not materially interfere with the
Permitted Use or Tenant’s access to the Premises. In addition to developing
some or all of the Entire Premises that are outside of the Building, Landlord’s
Development rights set forth above shall include all roof-top and other
exterior communication and advertising rights on or about the Entire Premises,
including, without limitation, the exclusive right to install, locate,
maintain, use, replace and repair satellite dishes and other roof-top
communications equipment on the roof of the Building. In connection with the
foregoing, Tenant agrees that Tenant shall have no right to lease or otherwise
allow any third party to access or use the roof of the Building or any portion
of the Premises for any use other than the Permitted Use.



     2. Tenant hereby waives all claims of any nature whatsoever Tenant may now have
or may hereafter have against Landlord relating in any manner to, directly or indirectly, the
Development. Without limiting the generality of the foregoing, Landlord shall not be liable
for
any damage to persons or property located in, on or about the Premises resulting from or in
connection with the Development, and Tenant waives and shall defend, indemnify and hold
harmless Landlord from any and all claims asserted by Tenant or Tenant’s officers, agents,
employees, contractors, licensees, invitees or guests arising from damage resulting from or in
connection with the Development (except to the extent such damage is caused by the willful act
or gross negligence of Landlord; provided, however, that Landlord shall not be liable for any
consequential damages, including, without limitation, any claim for loss of profit or
business).



C. Surrender




     Notwithstanding anything to the contrary in the Lease, upon the expiration or earlier
termination 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.



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D. Deletion of Renewal Option




     The “Option to Extend Lease Term” set forth in Section 2.03 of the Lease is hereby deleted in
its entirety, shall be deemed null and void, and shall be of no further force or effect.
Notwithstanding anything to the contrary in the Lease, as of the date of this Amendment, Tenant
shall have no further option to extend the term of the Lease.



E. 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]




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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	 	 






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