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EXHIBIT D WORK LETTER THIS WORK LETTER is attached to and forms a part of that certain Lease Agreement (the "Lease"), dated as of March 18, 2002 (the "Effective Date"), between BHV INNIS FREE VENTURES I, LLC, as Landlord, and CENTURY THEATRES, INC., as Tenant, covering premises situated in the retail shopping center known (or to be known) as "On Broadway" (the "Center"), which has been or is being developed by Landlord in Redwood City, California (the "City"). Capitalized terms used in this Work Letter and not otherwise defmed herein shall have the meanings ascribed to them in the Lease. In the event of any conflict or inconsistency between the terms and provisions of the Lease, except as otherwise set forth below, the terms and provisions hereof shall govern and control. The provisions of Section 21.13 of the Lease shall apply with respect to any consents or approvals required in this Work Letter. Except for notices of default and termination notices (which shall be sent in accordance with Section 21.2 of the Lease), all deliverables and notices required under this Work Letter shall be delivered to the following individuals: (i) for Tenant, to the attention of Tenant's Vice President of Construction at Tenant's address for notice purposes set forth in Section 1.1 of the Lease, and (ii) for Landlord, to the attention of President of Cinema Square LLC at Landlord's address for notice purposes set forth in Section 1.1 of the Lease. The following exhibits and schedules are attached to and made a part of this Work Letter and shall be deemed incorporated herein by this reference: (i) Exhibit D-1 - Site Plan; (ii) Exhibit D-2 - Architectural Renderings for the Center; (iii) Exhibit D-3 - the Premises; (iv) Exhibit D-4 - Landlord's Building Work; and (v) Exhibit D-5 - Tenant's Work. ARTICLE I GENERAL Section 1.1 General Procedure. This Work Letter provides for the construction of the Center (including the Premises) and the respective payment and performance obligations of Landlord and Tenant with respect thereto. As more particularly described below, Landlord shall construct and finance the Center, including (without limitation) the Common Area improvements, the building in which the Premises are to be located (the "Building"), the Required Vertical Transportation and the shell and core of the Premises, all in accordance with and substantially as depicted on the Site Plan attached hereto as Exhibit D-1, the Floor Plan for the Premises attached hereto as Exhibit D-3 and the requirements of the Lease and this Work Letter. As more particularly provided in Article III below, Tenant shall prepare Tenant's Plans (defined below) which, upon approval, will describe Tenant's Work to be performed by Tenant hereunder. Upon approval of Tenant's Plans, Landlord shall prepare Landlord's Plans (defined below), which will be consistent with Tenant's Plans and Landlord's Concept Plans (except as otherwise approved by Tenant or required to accommodate Tenant's Plans approved by Landlord) and which will describe Landlord's Work for the Building. CHG02:3091375.v8 . _.............