exv10w11xdy



 




EXHIBIT 10.11(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 December 1, 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 Red Elk
Drive and Big Horn Boulevard, Laguna, County of Sacramento, California and known as Century Laguna
16; 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, notwithstanding anything to
the contrary therein, the Lease shall be amended as follows:



A. 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.



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.



Century Laguna 16 — Laguna, California




1









 








     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.




     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”	 	 
	 
	 	 	 	 	 	 
	 

Raymond Syufy,

	 	 
	 	 

Joseph Syufy,
	 	 
	Chief Executive Officer

	 	 	 	Chief Executive Officer	 	 






Century Laguna 16 — Laguna, California




2