exv10w34xdy



 





EXHIBIT 10.34(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, Inc., a Delaware corporation (“Century Theatres (DE)”)
entered into a lease dated April 17, 1998, as amended by that certain First Amendment to Lease,
dated April 30, 2003, between Syufy Enterprises, L.P. and Century Theatres (DE), and as further
amended by that certain Second Amendment to Lease dated
April 15, 2005 (as amended, the “Lease”)
for a motion picture building and related parking (the
“Premises”) located at 500 Larkspur Landing
Circle, Larkspur, California; capitalized terms used but not defined herein shall have the meanings
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. 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.



     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.



 

	1	Century Larkspur – Larkspur, CA



 









 








     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”
	 
	 	 
	/s/
Raymond Syufy

	 	/s/ Joseph Syufy
	 

	 	 
	Raymond
Syufy,

	 	Joseph Syufy,
	Chief Executive Officer

	 	Chief Executive Officer





 

	2	Century Larkspur – Larkspur, CA